Exhibit 10.1


 


 










ABL CREDIT AGREEMENT


 


Dated as of July 1, 2020




 


among


 


WILLIAMS SCOTSMAN HOLDINGS CORP.,


as Holdings,


 


WILLIAMS SCOTSMAN INTERNATIONAL, INC.,

as Administrative Borrower,


 


Each of those entities listed on Schedule
1,


as Initial Borrowers and Initial Guarantors,


 


certain other Persons party hereto from
time to time as Borrowers or Guarantors,


 


CERTAIN FINANCIAL INSTITUTIONS,

as Lenders,


 


and


 


BANK
OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent


 


 






 


BOFA SECURITIES, INC.,


DEUTSCHE BANK SECURITIES INC.,


JPMORGAN CHASE BANK, N.A.,


ING CAPITAL LLC,


BBVA USA,


BANK OF THE WEST,


PNC CAPITAL MARKETS LLC,


MUFG UNION BANK, N.A.,


M&T BANK,


NYCB SPECIALTY FINANCE COMPANY, LLC


as Joint
Lead Arrangers and as Joint Bookrunners


 


BMO CAPITAL MARKETS CORP.,




as Joint Bookrunner







 


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	SECTION 1.	DEFINITIONS; RULES OF CONSTRUCTION	1
	1.1	Definitions	1
	1.2	Accounting Terms	97
	1.3	Uniform Commercial Code/PPSA	98
	1.4	Certain Matters of Construction	98
	1.5	Currency Calculations	99
	1.6	Interpretation (Quebec)	99
	1.7	Pro Forma Calculations	100
	1.8	Limited Condition Transaction.	102
	1.9	Compliance with Certain Sections	104
	1.10	Interest Rates	104
	1.11	Divisions	104



 


	SECTION 2.	CREDIT FACILITIES	105
	2.1	Commitment	105
	2.2	Canadian Letters of Credit	119
	2.3	UK Letters of Credit	123
	2.4	US Letters of Credit	127
	2.5	Obligations of the Non-US Loan Parties	131
	2.6	Minimum Borrowing Base.	131
	2.7	Bank of the West	132



 


	SECTION 3.	INTEREST, FEES AND CHARGES	132
	3.1	Interest	132
	3.2	Fees	135
	3.3	Computation of Interest, Fees, Yield Protection	137
	3.4	Reimbursement Obligations	137
	3.5	Illegality	138
	3.6	Inability to Determine Rates	139
	3.7	Increased Costs; Capital Adequacy	141
	3.8	Mitigation	142
	3.9	Funding Losses	143
	3.10	Maximum Interest	143



 


	SECTION 4.	LOAN ADMINISTRATION	144
	4.1	Manner of Borrowing and Funding Loans	144
	4.2	Defaulting Lender	146
	4.3	Number and Amount of Interest Period Loans; Determination of Rate	147
	4.4	Administrative Borrower	147
	4.5	Effect of Termination	148



 






    i 


     


    

 


	SECTION 5.	PAYMENTS	148
	5.1	General Payment Provisions	148
	5.2	Repayment of Obligations	149
	5.3	Payment of Other Obligations	149
	5.4	Marshaling; Payments Set Aside	150
	5.5	Post-Default Allocation of Payments	150
	5.6	Application of Payments	152
	5.7	Loan Account; Account Stated	152
	5.8	Taxes	153
	5.9	Lender Tax Information	156
	5.10	Guarantees	160
	5.11	Currency Matters	162
	5.12	Release of Guarantors	163
	5.13	Keepwell	163



 


	SECTION 6.	CONDITIONS PRECEDENT	164
	6.1	Conditions Precedent to the Closing Date	164
	6.2	Conditions Precedent to All Credit Extensions after the Closing Date	168



 


	SECTION 7.	COLLATERAL ADMINISTRATION	169
	7.1	Administration of Accounts	169
	7.2	Administration of Rental Equipment, Equipment and Inventory	169
	7.3	Administration of Deposit Accounts	170
	7.4	General Provisions	171
	7.5	Cash Collateral	173



 


	SECTION 8.	REPRESENTATIONS AND WARRANTIES	173
	8.1	General Representations and Warranties	173






 


	SECTION 9.	COVENANTS AND CONTINUING AGREEMENTS	180
	9.1	Affirmative Covenants	180
	9.2	Negative Covenants	195
	9.3	Consolidated Fixed Charge Coverage Ratio	217



 


	SECTION 10.	EVENTS OF DEFAULT; REMEDIES ON DEFAULT	217
	10.1	Events of Default	217
	10.2	Cure Right	222
	10.3	Setoff	223
	10.4	Remedies Cumulative; No Waiver	223
	10.5	Judgment Currency	224



 


	SECTION 11.	AGENT	224
	11.1	Appointment, Authority and Duties of Agent	224
	11.2	Agreements Regarding Collateral and Field Examination Reports	226
	11.3	Reliance By Agent	227
	11.4	Action Upon Default	228
	11.5	Ratable Sharing	228
	11.6	Indemnification of Agent Indemnitees	228



 






    ii 


     


    

 


	11.7	Limitation on Responsibilities of Agent	229
	11.8	Successor Agent and Co-Agents	230
	11.9	Due Diligence and Non-Reliance	231
	11.10	Remittance of Payments and Collections	231
	11.11	Agent in its Individual Capacity	232
	11.12	ERISA Matters	232
	11.13	Bank Product Providers	233
	11.14	No Third Party Beneficiaries	233
	11.15	Agent May File Proofs of Claim	233



 


	SECTION 12.	BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS	234
	12.1	Successors and Assigns	234
	12.2	Participations	235
	12.3	Assignments	236



 


	SECTION 13.	MISCELLANEOUS	238
	13.1	Consents, Amendments and Waivers	238
	13.2	Indemnity	241
	13.3	Notices and Communications	241
	13.4	Performance of Loan Parties’ Obligations	242
	13.5	Credit Inquiries	242
	13.6	Severability	242
	13.7	Cumulative Effect; Conflict of Terms; Headings	243
	13.8	Counterparts	243
	13.9	Entire Agreement	243
	13.10	Relationship with Lenders	243
	13.11	No Advisory or Fiduciary Responsibility	244
	13.12	Confidentiality	244
	13.13	GOVERNING LAW	245
	13.14	Consent to Forum; Process Agent	245
	13.15	Process Agent	245
	13.16	Waivers by Loan Parties	246
	13.17	Patriot Act Notice	246
	13.18	Canadian Anti-Money Laundering Legislation	247
	13.19	Know Your Customer	247
	13.20	Acknowledgement Regarding Any Supported QFCs	247
	13.21	Reinstatement	248
	13.22	Nonliability of Lenders	248
	13.23	Certain Provisions Regarding Perfection of Security Interests	249
	13.24	Acknowledgement and Consent to Bail-In	249



 






    iii 


     


    

 


	LIST OF EXHIBITS AND SCHEDULES
	 
	Exhibit A	Form of Assignment and Acceptance
	Exhibit B-1	Form of Multicurrency Facility Note
	
        Exhibit B-2

        Exhibit C
	
        Form of US Facility Note

        Form of Compliance Certificate

	Exhibit D	Form of Notice of Borrowing
	Exhibit E	Form of Notice of Conversion/Continuation
	Exhibit F	Form of Perfection Certificate
	Exhibit G	Form of Solvency Certificate
	Exhibit H	Form of Joinder Agreement
	Exhibit I-1	Form of Non-Bank Certificate for Non-Partnership
	Exhibit I-2	Form of Non-Bank Certificate for Partnership
	Exhibit J	Form of Intercreditor Agreement
	Exhibit K	Form of Security Agreement
	Exhibit L	Form of Intercompany Note
	Exhibit M	Form of Existing Borrowing Base Certificate


 






    iv 


     


    

 


	
        Schedule 1

        Schedule 1.1(a)
	
        Initial Borrowers and Initial Guarantors

        Letter of Credit Commitments

	Schedule 1.1(b)	Existing Letters of Credit
	Schedule 2.1.1(a)	Multicurrency Facility Commitment 
	Schedule 2.1.1(b)	US Facility Commitment 
	Schedule 6.1(a)	Other Loan Documents
	Schedule 7.3	Deposit Accounts
	Schedule 7.4.1	Location of Collateral
	
        Schedule 8.1.3

        Schedule 8.1.4
	
        Material Debt

        Litigation

	Schedule 8.1.12 	Subsidiaries/Excluded Subsidiaries
	Schedule 8.1.22

        Schedule 9.1.10 
	
        Labor Matters

        Permitted Transactions with Affiliates

	Schedule 9.1.15	Post-Closing Actions
	Schedule 9.2.1	Existing Indebtedness
	Schedule 9.2.2	Existing Liens
	Schedule 9.2.5 	Permitted Investments
	Schedule 9.2.10 	Permitted Burdensome Agreements
	Schedule 13.3.1	Notice Addresses


 






    v 


     


    

 


ABL CREDIT AGREEMENT


 


THIS ABL CREDIT AGREEMENT
is dated as of July 1, 2020, among WILLIAMS SCOTSMAN HOLDINGS CORP., a Delaware corporation, as Holdings (in such capacity,
 “Holdings”), WILLIAMS SCOTSMAN INTERNATIONAL, INC., a Delaware corporation (“WS International”),
as Administrative Borrower (in such capacity, “Administrative Borrower”), each of the parties listed on Schedule
1 attached hereto as an Initial Borrower (in such capacity, the “Initial Borrowers”), each of the parties
listed on Schedule 1 attached hereto as an Initial Guarantor (in such capacity, the “Initial Guarantors”),
certain other Persons party hereto from time to time as Borrowers or Guarantors, the financial institutions party to this Agreement
from time to time as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a national banking association,
in its capacity as collateral agent and administrative agent for itself and the other Secured Parties (as defined herein) (together
with any successor agent appointed pursuant to Section 11.8, including any branches from which such successor agent
acts in such capacity, the “Agent”).


 


R E C I T A L S:


 


A.            Pursuant
to the terms and conditions set forth in the Acquisition Agreement (as defined below), the Administrative Borrower will acquire
(the “Acquisition”), by way of a merger of one of its subsidiaries, all the issued and outstanding equity interests
of Mobile Mini, Inc., a Delaware corporation (“MMI”), in accordance with and pursuant to the Acquisition
Agreement.


 


B.            The
Borrowers have requested that the Lenders make available to the Borrowers the Revolver Commitments (as defined below) as described
herein.


 


C.            The
Lenders have indicated their willingness to provide the Revolver Commitments on the terms and conditions set forth herein.


 


NOW, THEREFORE, for
valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


SECTION 1.     DEFINITIONS;
RULES OF CONSTRUCTION


 


1.1          Definitions.
As used herein, the following terms have the meanings set forth below:


 


“2023 Senior
Secured Notes”: the $490,000,000 in aggregate principal amount of 6.875% Senior Secured Notes due 2023 of WS International
issued under the 2023 Senior Secured Notes Indenture.


 


“2023 Senior
Secured Notes Collateral Agent”: Deutsche Bank Trust Company Americas, in its capacity as collateral agent under the
2023 Senior Secured Notes Indenture, and its successors and assigns.


 


“2023 Senior
Secured Notes Documents”: the 2023 Senior Secured Notes Indenture, the 2023 Senior Secured Notes, and the 2023 Senior
Secured Notes Security Documents.


 


“2023 Senior
Secured Notes Guarantors”: the guarantors from time to time party to the 2023 Senior Secured Notes Indenture or any other
2023 Senior Secured Notes Document.


 


[ABL Credit Agreement]


 






    


     


    

 


“2023 Senior
Secured Notes Indenture”: the Indenture dated as of August 6, 2018 among WS International, the 2023 Senior Secured
Notes Trustee, the 2023 Senior Secured Notes Collateral Agent and the 2023 Senior Secured Notes Guarantors.


 


“2023 Senior
Secured Notes Security Documents”: the “Security Documents,” as defined in the 2023 Senior Secured Notes
Indenture.


 


“2023 Senior
Secured Notes Trustee”: Deutsche Bank Trust Company Americas, in its capacity as trustee under the 2023 Senior Secured
Notes Indenture, and its successors and assigns.


 


“2025 Senior
Secured Notes”: the $650,000,000 in aggregate principal amount of 6.125% Senior Secured Notes due 2025 of WS International
issued under the 2025 Senior Secured Notes Indenture.


 


“2025 Senior
Secured Notes Collateral Agent”: Deutsche Bank Trust Company Americas, in its capacity as collateral agent under the
2025 Senior Secured Notes Indenture, and its successors and assigns.


 


“2025 Senior
Secured Notes Documents”: the 2025 Senior Secured Notes Indenture, the 2025 Senior Secured Notes, and the 2025 Senior
Secured Notes Security Documents.


 


“2025 Senior
Secured Notes Guarantors”: the guarantors from time to time party to the 2025 Senior Secured Notes Indenture or any other
2025 Senior Secured Notes Document.


 


“2025 Senior
Secured Notes Indenture”: the Indenture dated as of June 15, 2020 among WS International, the 2025 Senior Secured
Notes Trustee, the 2025 Senior Secured Notes Collateral Agent and the 2025 Senior Secured Notes Guarantors.


 


“2025 Senior
Secured Notes Security Documents”: the “Security Documents,” as defined in the 2025 Senior Secured Notes
Indenture.


 


“2025 Senior
Secured Notes Trustee”: Deutsche Bank Trust Company Americas, in its capacity as trustee under the 2025 Senior Secured
Notes Indenture, and its successors and assigns.


 


“Account”:
as defined in the UCC or the PPSA, as applicable, in each case including all rights to payment for goods sold or leased, or for
services rendered, whether or not they have been earned by performance.


 


“Account Debtor”:
any Person who is obligated under an Account, Chattel Paper or General Intangible.


 


“Accounting
Change”: as defined in Section 1.2.


 


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


 


“Acquisition
Agreement”: that certain Agreement and Plan of Merger, dated as of March 1, 2020, by and among the Parent, Picasso
Merger Sub, Inc. and MMI, as amended by the Amendment to Agreement and Plan of Merger, dated as of May 28, 2020, and
as further amended, modified or restated from time to time.


 






    2


     


    

 


“Additional
Multicurrency Facility Lender”: as defined in Section 2.1.9(a)


 


“Additional
Revolver Lender”: as defined in Section 2.1.9(b).


 


“Additional
UK Treaty Lender”: as defined in the definition of “Borrower DTTP Filing”.


 


“Additional
US Facility Lender”: as defined in Section 2.1.9(b).


 


“Adjustment”:
has the meaning specified in Section 3.6(b).


 


“Administrative
Borrower”: as defined in the preamble to this Agreement.


 


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


 


“Affiliate”:
with respect to any Person, any branch of such Person or any other Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through
the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have correlative meanings.


 


“Agent”:
as defined in the preamble to this Agreement.


 


“Agent Indemnitees”:
Agent, the Joint Lead Arrangers and their respective Affiliates and their respective officers, directors, employees, agents, advisors
and other representatives.


 


“Agent Professionals”:
attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants and field examiners.


 


“Agreement”:
this ABL Credit Agreement, as the same may be further amended, supplemented or otherwise modified from time to time.


 


“Allocable
Amount”: as defined in Section 5.10.3(b).


 


“AML Legislation”:
as defined in Section 13.17.


 


“Anti-Corruption
Laws”: all laws, rules, and regulations of any jurisdiction applicable to Holdings, the Borrowers or any of its or their
respective Subsidiaries from time to time concerning or that prohibit bribery or corruption, including without limitation, the
United States Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada), as amended,
the UK Bribery Act and other similar legislation in any other jurisdictions in which Holdings, the Borrowers or any of its or their
respective Subsidiaries has operations.


 


“Applicable
Canadian Borrower”: (a) any of the Initial Canadian Borrowers, or (b) any other Canadian Borrower, as the context
requires.


 


“Applicable
Law”: all laws, rules, regulations and legally binding governmental guidelines applicable to the Person and its Property,
conduct, transaction, agreement or matter in question, including all applicable statutory law and common law, and all provisions
of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities (having the force of law).


 






    3


     


    

 


“Applicable
Lenders”: (a) with respect to Multicurrency Facility Loans made to the US Borrowers, the Canadian Borrowers or the
UK Borrowers, the Multicurrency Facility Lenders and (b) with respect to US Facility Loans made to the US Borrowers, the US
Facility Lenders.


 


“Applicable
Margin”: with respect to any Type of Loan and such other Obligations specified below, the respective margin set forth
below, as determined by reference to the Borrowers’ average daily Specified Excess Availability for the fiscal quarter then
most recently ended:


 


	
        Level
	 	


        Average Daily

        Specified

 Excess

 Availability

	 	
        Canadian
        BA 

Rate Loans 

and LIBOR 

Loans 
	 	
        Base
        Rate Loans 

and

        Canadian Prime

        Rate Loans

	I	 	≥ 66.7% of the Line Cap	 	1.625%	 	0.625%
	II	 	< 66.7% of the Line Cap 

but

 ≥ 33.3% of the Line Cap	 	1.875%	 	0.875%
	III	 	< 33.3% of the Line Cap	 	2.125%	 	1.125%


 


On and before September 30, 2020,
the Applicable Margin shall be determined as if Level II were applicable and thereafter, the Applicable Margin shall be determined
as of the end of each fiscal quarter of WS International based upon the Borrowers’ average daily Specified Excess Availability
during such prior fiscal quarter. Each change in the Applicable Margin resulting from a change in Specified Excess Availability
shall be effective during the period commencing on the fifth Business Day following the last day of such fiscal quarter and ending
on the date immediately preceding the effective date of the next such change.


 


“Applicable
UK Borrower”: (a) any of the Initial UK Borrowers, or (b) any other UK Borrower, as the context requires.


 


“Applicable
US Borrower”: (a) any of the Initial US Borrowers, or (b) any other US Borrower, as the context requires.


 


“Appraisal”:
(a) from and after the Closing Date until New Appraisals and Field Exams are completed pursuant to Section 9.1.14,
the Existing Appraisals and Field Exams and (b) from and after the date on which New Appraisals and Field Exams are completed,
the most recent appraisals and field exams that have been completed pursuant to Section 9.1.14, provided, that
upon the completion of the New WS Appraisals and Field Exams but prior to the completion of the New Mobile Mini Appraisals and
Field Exams, “Appraisal” shall be deemed to refer to such New WS Appraisals and Field Exams and the Existing Mobile
Mini Appraisals and Field Exams. For all purposes of this Agreement, Agent, the Lenders and Fronting Banks are deemed to be satisfied
with the Existing Appraisals and Field Exams.


 






    4


     


    

 


“Appraised
Fair Market Value”: with respect to any Real Estate, the price at which a willing buyer, who is not an Affiliate of the
seller, and a willing seller, who does not have to sell, would agree to purchase and sell such Real Estate, as determined by an
appraiser in an appraisal in form and substance reasonably satisfactory to Agent or other documentation in form and substance reasonably
acceptable to Agent.


 


“Approved
Fund”: any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in its ordinary course of activities and is administered or managed by a Lender,
an entity that administers or manages a Lender, or an Affiliate of either and (in the case of assignment of Revolver Loans) has
the capacity to fund Revolver Loans hereunder.


 


“Article 55
BRRD”: Article 55 of Directive 2014/59/EU (as amended or re-enacted) of the European Parliament and the Council
of the European Union, establishing a framework for the recovery and resolution of credit institutions and investment firms.


 


“Assignment
and Acceptance”: an assignment agreement between a Lender and Eligible Assignee (and, to the extent required by the definition
of “Eligible Assignee,” consented to by the Administrative Borrower) in the form of Exhibit A (or such
other form approved by Agent and the Administrative Borrower).


 


“Availability”:
Multicurrency Facility Availability and/or US Facility Availability (without duplication), as the context may require.


 


“Available
Excluded Contribution Amount”: the aggregate amount of Cash or Permitted Investments or the fair market value of other
assets or property (as reasonably determined by the Administrative Borrower, but excluding any Cure Amount) received by Holdings
(and promptly contributed by Holdings to the Administrative Borrower) after the Closing Date from (without duplication):


 


(1)            contributions
in respect of Equity Interests of Holdings other than Disqualified Stock (other than any amounts received from the Administrative
Borrower or any of its Restricted Subsidiaries); and


 


(2)            the
sale of Equity Interests of Holdings (other than (x) to the Administrative Borrower or any Restricted Subsidiary, (y) pursuant
to any management equity plan or stock option plan or any other management or employee benefit plan or (z) Disqualified Stock).


 


“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.


 






    5


     


    

 


“Bail-In Legislation”:
(a) with respect to any EEA Member Country implementing Article 55 BBRD, the implementing law, regulation rule 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., a national banking association, and its successors and assigns.


 


“Bank of America
(Canada)”: Bank of America, N.A. (acting through its Canada branch).


 


“Bank of America
(London)”: Bank of America, N.A. (acting through its London branch).


 


“Bank of America
Indemnitees”: Bank of America, Bank of America (Canada), Bank of America (London) and their respective Affiliates (including,
in each case, any applicable branches from which any of the foregoing act) and their respective officers, directors, employees,
agents, advisors and other representatives.


 


“Bank Product”:
any of the following products, services or facilities extended to any Borrower or any other Loan Party or any of their respective
Restricted Subsidiaries by Agent, a Lender or any of their Affiliates or branches: (a) Cash Management Services; (b) products
under Hedge Agreements; (c) commercial credit card, debit card, purchase card and merchant card services; and (d) other
banking products or services as may be requested by any Borrower or any other Loan Party or any of their respective Subsidiaries,
other than loans and letters of credit.


 


“Bank Product
Debt”: Indebtedness and other obligations of a Loan Party or any of their respective Restricted Subsidiaries relating
to Bank Products.


 


“Bank Product
Document”: any agreement, instrument or other document entered into in connection with any Bank Product Debt.


 


“Bank Product
Reserves”: on any date of determination, the sum of (i) with respect to Qualified Secured Bank Product Obligations
of a Loan Party or any Restricted Subsidiary, an amount equal to the sum of the maximum amounts of the then outstanding Qualified
Secured Bank Product Obligations of such Loan Party or such Restricted Subsidiary to be secured as set forth in the notices delivered
by Secured Bank Product Providers providing such Qualified Secured Bank Product Obligations and the Administrative Borrower to
Agent in accordance with clause (b) of the definition of Secured Bank Product Providers and (ii) with respect
to any other Secured Bank Product Obligations of any Loan Party or any Restricted Subsidiary, reserves established by Agent in
its Permitted Discretion in consultation with the Administrative Borrower to reflect the reasonably anticipated liabilities in
respect of such other then outstanding Secured Bank Product Obligations of any such Loan Party or any such Restricted Subsidiary.


 


“Base Rate”:
Canadian Base Rate, US Base Rate and/or UK Base Rate, as the context requires.


 


“Base Rate
Loan”: a Canadian Base Rate Loan, US Base Rate Loan and/or UK Base Rate Loan, as the context requires.


 






    6


     


    

 


“Basel III”:
the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory
framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement,
standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer”
published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated.


 


“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”.


 


“Blocking
Regulation”: means (i) Council Regulation (EC) No 2271/1996 of 22 November 1996 (as amended) and/or any applicable
national law or regulation relating to it and (ii) any similar and applicable anti-boycott law or regulation created to provide
for the UK exiting the European Union.


 


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


 


“Borrower
DTTP Filing”: means an HM Revenue & Customs’ Form DTTP2 or DTTP2A duly completed and filed by the
relevant UK Borrower, which:


 


(a)            where
it relates to a UK Treaty Lender that is a Lender set forth on Schedule 2.1.1 (each an “Original UK Treaty Lender”),
contains the scheme reference number and jurisdiction of tax residence stated opposite that Original UK Treaty Lender’s name
in Schedule 2.1.1, and


 


(i)            where
the UK Borrower is an Initial Borrower, is filed with HM Revenue & Customs within 30 days of the Closing Date; or


 


(ii)            where
the UK Borrower is not an Initial Borrower, is filed with HM Revenue & Customs within 30 days of the date on which that
UK Borrower becomes a Borrower; or


 


(b)            where
it relates to a UK Treaty Lender that becomes a Lender after the Closing Date (each an “Additional UK Treaty Lender”),
contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the relevant Assignment
and Acceptance, and


 


(i)            where
the UK Borrower is a Borrower as at the date on which that Additional UK Treaty Lender becomes a Party as a Lender, is filed with
HM Revenue & Customs within 30 days of that date; or


 






    7


     


    

 


(ii)            where
the UK Borrower is not a Borrower as at the date on which that Additional UK Treaty Lender becomes a Party as Lender, is filed
with HM Revenue & Customs within 30 days of the date on which that UK Borrower becomes a Borrower.


 


“Borrowers”:
collectively, (a) the Canadian Borrowers, (b) the UK Borrowers and (c) the US Borrowers.


 


“Borrowing”:
a group of Revolver Loans of one Type that are made on the same day or are converted into Revolver Loans of one Type on the same
day.


 


“Borrowing
Base”: (a) the Canadian Borrowing Base, (b) the UK Borrowing Base and/or (c) the US Borrowing Base, as
the context requires.


 


“Borrowing
Base Certificate”: a certificate, executed by a Senior Officer of the Administrative Borrower setting forth the Borrowers’
calculation of the Borrowing Base, substantially in the form of the Existing Borrowing Base Certificate, but with modifications
reasonably acceptable to the Agent and the Administrative Borrower including modifications necessary to reflect the definitions
of Canadian Borrowing Base, UK Borrowing Base and US Borrowing Base.


 


“Borrowing
Base Test Event”: any time when (i) a Specified Default has occurred and is continuing or (ii) Specified Excess
Availability shall at any time be less than the greater of (A) 10% of the Line Cap and (B) $240,000,000 for a period
of five (5) consecutive Business Days; provided, that, if a Borrowing Base Test Event has occurred, such Borrowing
Base Test Event shall continue until such time as Specified Excess Availability shall thereafter have exceeded the greater of (x) 10%
of the Line Cap and (y) $240,000,000 for at least twenty (20) consecutive calendar days and no Specified Default is outstanding
during such twenty (20) consecutive calendar day period, at which time the Borrowing Base Test Event shall be deemed to be over.


 


“Business
Day”: any day excluding Saturday, Sunday and any other day that is a legal holiday under the laws of the State of North
Carolina or the State of New York or is a day on which banking institutions located in such state are closed; and when used with
reference to (a) a LIBOR Loan, the term shall also exclude any day on which banks are not open for the transaction of banking
business in London, England, (b) a Revolver Loan made to a UK Borrower, shall also exclude any day (i) on which banks
are not open for the transaction of banking business in London, England and (ii) in respect of any such Revolver Loan denominated
in Euros, any day that is not a TARGET Day, or (c) a Revolver Loan made to a Canadian Borrower, shall also exclude a day on
which banks in Toronto, Ontario, Canada are not open for the transaction of banking business.


 


“Canadian
AML Legislation”: the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and such other applicable
Canadian policies, regulations, laws or rules, collectively, including any guidelines or orders thereunder.


 






    8


     


    

 


“Canadian
BA Rate”: with respect to each Interest Period for a Canadian BA Rate Loan, the rate of interest per annum equal to the
average rate applicable to Canadian Dollar Bankers’ Acceptances having an identical or comparable term as the proposed Canadian
BA Rate Loan displayed and identified as such on the display referred to as the “CDOR Page” (or any display
substituted therefor) of Reuters Monitor Money Rates Service as at approximately 10:00 a.m. Toronto time on such day (or,
if such day is not a Business Day, as of 10:00 a.m. Toronto time on the immediately preceding Business Day), provided,
that, if such rate does not appear on the CDOR Page at such time on such date, the rate for such date will be the annual discount
rate (rounded upward to the nearest whole multiple of 1/100 of 1%) as of 10:00 a.m. Eastern time on such day at which a Canadian
chartered bank listed on Schedule 1 of the Bank Act (Canada) as selected by Agent is then offering to purchase Canadian Dollar
Bankers’ Acceptances accepted by it having such specified term (or a term as closely as possible comparable to such specified
term), provided, further, that in no event shall the Canadian BA Rate be less than zero.


 


“Canadian
BA Rate Loan”: a Multicurrency Facility Loan, or portion thereof, made to a Canadian Borrower funded in Canadian Dollars
and bearing interest calculated by reference to the Canadian BA Rate.


 


“Canadian
Base Rate”: on any date, the highest of (a) a fluctuating rate of interest per annum equal to the rate of interest
in effect for such day as publicly announced from time to time by Bank of America (Canada) as its “Base Rate”,
(b) the sum of 0.50% plus the Federal Funds Rate for such day, and (c) the sum of 1.00% plus the LIBOR
rate for Dollars for a thirty (30) day Interest Period as determined on such day; provided, that in no event shall the Canadian
Base Rate be less than zero. As used in this definition, the “Base Rate” is a rate set by Bank of America (Canada)
based upon various factors including Bank of America (Canada)’s costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans made in Dollars in Canada, which may be priced at, above,
or below such announced rate. Any change in such rate shall take effect at the opening of business on the day of such change.


 


“Canadian
Base Rate Loan”: a Multicurrency Facility Loan, or portion thereof, made to a Canadian Borrower funded in Dollars and
bearing interest calculated by reference to the Canadian Base Rate.


 


“Canadian
Borrowers”: (a) the Initial Canadian Borrowers and (b) each other Wholly-Owned Canadian Subsidiary that, after
the date hereof, has executed a supplement or joinder to this Agreement in accordance with Section 9.1.12 and has satisfied
the other requirements set forth in Section 9.1.12 in order to become a Canadian Borrower.


 


“Canadian
Borrowing Base”: at any time an amount equal to the sum (expressed in Dollars, based on the Dollar Equivalent thereof)
of, without duplication:


 


(a)            eighty-five
percent (85%) of the net book value of Eligible Accounts of any Canadian Loan Party, plus


 


(b)            the
lesser of:


 


(i)            ninety-five
percent (95)% of the net book value of Eligible Rental Equipment of any Canadian Loan Party and


 






    9


     


    

 


(ii)            the
product of (x) ninety percent (90%) multiplied by (y) either (I) in the case of Eligible Rental Equipment
not covered by the following clause (II), the lower of the (A) Cost of Eligible Rental Equipment of any Canadian Loan
Party and (B) Net Orderly Liquidation Value percentage identified in the most recent Appraisal of the Eligible Rental Equipment
of any Canadian Loan Parties multiplied by the net book value of such Eligible Rental Equipment or (II) for Eligible
Rental Equipment of any Canadian Loan Party consisting of custom containers and ISO containers that are presold, the lower of (A) the
Cost of such Eligible Rental Equipment and (B) the sales invoice price of such Eligible Rental Equipment, plus


 


(c)            the
sum of:


 


(i)            ninety
percent (90%) of the net book value of the Eligible Container Inventory Held For Sale of any Canadian Loan Party,


 


(ii)            ninety
percent (90%) of the net book value of the Eligible Work-In-Process Container Inventory of any Canadian Loan Party, and


 


(iii)            sixty-five
percent (65%) of either (x) Cost of the Eligible Raw Material Inventory of any Canadian Loan Party or (y) if such Eligible
Raw Material Inventory consists of steel, lumber, plywood, or paint, for purposes of fiscal year end calculations only, the lower
of the (I) Cost of such Eligible Raw Material Inventory or (II) fair market value of such Eligible Raw Material Inventory;


 


provided, that the amount
of the Canadian Borrowing Base pursuant to this clause (c) shall not exceed (i) $100,000,000 at any time individually
with respect to the Canadian Borrowing Base and (ii) $200,000,000 in the aggregate when taken together with the amount of
the UK Borrowing Base pursuant to clause (c) of the definition thereof and the amount of the US Borrowing Base pursuant
to clause (c) of the definition thereof, plus


 


(d)            eighty-five
percent (85%) of the Net Orderly Liquidation Value percentage identified in the most recent Appraisal of Eligible Machinery and
Equipment of any Canadian Loan Party, provided, that the amount included in the Canadian Borrowing Base pursuant to this
clause (d) shall not exceed $25,000,000, plus


 


(e)            one-hundred
percent (100%) of Eligible Qualified Cash of any Canadian Loan Party, minus


 


(f)            upon
five (5) Business Days’ prior written notification thereof to the Administrative Borrower by Agent (after consultation
with the Administrative Borrower in accordance with the definition of the term “Permitted Discretion”), any
and all Reserves established against the Canadian Borrowing Base.


 


Clauses (a) through (e) of
the Canadian Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate theretofore
delivered to Agent.


 


“Canadian
Dollars” or “Cdn$”: the lawful currency of Canada.


 






    10


     


    

 






“Canadian
Dominion Account”: each lockbox or Deposit Account established by the Canadian Loan Parties which is subject to a Deposit
Account Control Agreement in favor of Agent in accordance with Section 7.3.2.


 


“Canadian
Fronting Bank”: (a) Bank of America (Canada); JPMorgan Chase Bank, N.A.; Deutsche Bank AG New York Branch; ING Capital
LLC; BBVA USA; Bank of the West and MUFG Union Bank, N.A. or, in each case, any of their respective Affiliates or branches that
agrees to issue Canadian Letters of Credit, (b) for purposes of such Existing Canadian Letters of Credit, any Multicurrency
Facility Lender that issued an Existing Canadian Letter of Credit, and (c) if reasonably acceptable to the Administrative
Borrower, any other Multicurrency Facility Lender or Affiliate or branch thereof that agrees to issue Canadian Letters of Credit.


 


“Canadian
Fronting Bank Indemnitees”: any Canadian Fronting Bank and its Affiliates and branches and their respective officers,
directors, employees, agents, advisors and other representatives.


 


“Canadian
Guarantors”: (a) each Canadian Borrower, (b) the Initial Canadian Guarantors and (c) each other Canadian
Subsidiary that, after the date hereof, has executed a supplement or joinder to this Agreement in accordance with Section 9.1.12
and has satisfied the other requirements set forth in Section 9.1.12 in order to become a Canadian Guarantor.


 


“Canadian
LC Application”: an application by any Canadian Borrower on behalf of itself or any other Restricted Subsidiary to a
Canadian Fronting Bank for issuance of a Canadian Letter of Credit, in form and substance reasonably satisfactory to such Canadian
Fronting Bank.


 


“Canadian
LC Conditions”: the following conditions necessary for issuance, renewal and extension of a Canadian Letter of Credit:
(a) each of the conditions set forth in Section 6 being satisfied or waived; (b) after giving effect to such
issuance, the total Canadian LC Obligations do not exceed the Canadian Letter of Credit Sublimit and no Multicurrency Overadvance
exists or would result therefrom; (c) the expiration date of such Canadian Letter of Credit is (i) no more than 365 days
from issuance (provided, that each Canadian Letter of Credit may, upon the request of the Applicable Canadian Borrower,
include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of twelve (12)
months or less (but no later than five (5) Business Days prior to the Revolver Facility Termination Date)) or such other date
as the Administrative Borrower, Agent and the applicable Canadian Fronting Bank shall agree, and (ii) unless the applicable
Canadian Fronting Bank and Agent otherwise consent (subject to the satisfaction of the Cash Collateral requirements set forth in
Section 2.2.3), at least five (5) Business Days prior to the Revolver Facility Termination Date; (d) the
Canadian Letter of Credit and payments thereunder are denominated in Canadian Dollars or Dollars; (e) the form of the proposed
Canadian Letter of Credit is reasonably satisfactory to the applicable Canadian Fronting Bank; (f) the proposed use of the
Canadian Letter of Credit is for a lawful purpose; (g) such Canadian Letter of Credit complies with the applicable Canadian
Fronting Bank’s policies and procedures with respect thereto; (h) no Canadian Fronting Bank shall be required to issue
any Canadian Letter of Credit if, after giving effect thereto, the aggregate amount of issued and outstanding Canadian Letters
of Credit issued by such Canadian Fronting Bank and its Affiliates and branches would exceed (x) in the case of any Canadian
Fronting Bank party hereto as of the Closing Date, the amount set forth opposite such Canadian Fronting Bankʼs name on Schedule
1.1(a) under the heading “Canadian Letters of Credit Commitments” and (y) in the case of any Canadian
Fronting Bank that becomes a Canadian Fronting Bank after the Closing Date, the amount which shall be set forth in the written
agreement by which such Canadian Fronting Bank becomes a Canadian Fronting Bank hereunder, in each case, unless otherwise agreed
by such Canadian Fronting Bank in its sole discretion; and (i) no Canadian Fronting Bank shall be required to issue any Canadian
Letters of Credit other than standby letters of credit without its consent.


 






    11


     


    

 


“Canadian
LC Documents”: all documents, instruments and agreements (including Canadian LC Applications) required to be delivered
by any Canadian Borrower or by any other Person to a Canadian Fronting Bank or Agent in connection with issuance, amendment or
renewal of, or payment under, any Canadian Letter of Credit.


 


“Canadian
LC Obligations”: the Dollar Equivalent of the sum (without duplication) of (a) all amounts owing in respect of any
unreimbursed drawings under Canadian Letters of Credit; (b) the stated undrawn amount of all outstanding Canadian Letters
of Credit; and (c) for the purpose of determining the amount of required Cash Collateralization only, all fees and other amounts
owing with respect to such Canadian Letters of Credit.


 


“Canadian
Letter of Credit”: any standby, time (usance) or documentary letter of credit issued by a Canadian Fronting Bank for
the account of a Canadian Borrower or any Restricted Subsidiary, or any indemnity, guarantee or similar form of credit support
issued by Agent or a Canadian Fronting Bank for the benefit of a Canadian Borrower or Restricted Subsidiary, including any Existing
Canadian Letter of Credit issued for the account of a Canadian Borrower or any Restricted Subsidiary.


 


“Canadian
Letter of Credit Sublimit”: $75,000,000.


 


“Canadian
Loan Party”: each Canadian Borrower and each Canadian Guarantor, and “Canadian Loan Parties” means
all such Persons, collectively.


 


“Canadian
Multi-Employer Plan”: each multi-employer plan, within the meaning of the Regulations under the Income Tax Act (Canada).


 


“Canadian
Obligations”: all Obligations of the Canadian Loan Parties (including, for the avoidance of doubt, the Obligations of
the Canadian Loan Parties as Guarantors of any UK Obligations).


 


“Canadian
Pension Plan”: a “registered pension plan,” as defined in the Income Tax Act (Canada) and any other pension
plan maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Canadian Loan Party in
respect of its Canadian employees or former employees, excluding, for greater certainty, a Canadian Multi-Employer Plan.


 


“Canadian
Prime Rate”: on any date, the highest of (i) a fluctuating rate of interest per annum equal to the rate of interest
in effect for such day as publicly announced from time to time by Bank of America (Canada) as its “Prime Rate”
and (ii) the sum of 1.00% plus the Canadian BA Rate for a one-month Interest Period as determined on such day; provided,
that in no event shall the Canadian Prime Rate be less than zero. As used in this definition, the “Prime Rate”
is a rate set by Bank of America (Canada) based upon various factors including the costs and desired return of Bank of America
(Canada), general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. Any change in such rate shall take effect at the opening of business on the day
specified in the public announcement of such change. Each interest rate based on the Canadian Prime Rate hereunder shall be adjusted
simultaneously with any change in the Canadian Prime Rate.


 






    12


     


    

 


“Canadian
Prime Rate Loan”: a Multicurrency Facility Loan made to a Canadian Borrower funded in Canadian Dollars and bearing interest
calculated by reference to the Canadian Prime Rate.


 


“Canadian
Reimbursement Date”: as defined in Section 2.2.2(a).


 


“Canadian
Secured Obligations”: all Secured Obligations of the Canadian Loan Parties (including, for the avoidance of doubt, the
Secured Obligations of the Canadian Loan Parties as Guarantors of any UK Secured Obligations).


 


“Canadian
Security Agreements”: each general security agreement dated as of the Closing Date and each deed of movable hypothec
dated as of on or about the Closing Date, in each case among the Canadian Loan Parties and Agent, as such general security agreements
and deeds of movable hypothec may be amended, restated, amended and restated, supplemented, modified or waived, and any other security
agreement or deed of hypothec entered into from time to time by any Canadian Loan Party and Agent.


 


“Canadian
Subsidiary”: each Subsidiary of Holdings incorporated or organized under the laws of Canada or any province or territory
of Canada.


 


“Canadian
Swingline Commitment”: $50,000,000.


 


“Canadian
Swingline Lender”: Bank of America (Canada) or an Affiliate or branch of Bank of America (Canada).


 


“Canadian
Swingline Loan”: a Swingline Loan made by the Canadian Swingline Lender to a Canadian Borrower pursuant to Section 2.1.7(a),
which Swingline Loan shall, if denominated in Canadian Dollars, be a Canadian Prime Rate Loan and, if denominated in Dollars, shall
be a Canadian Base Rate Loan, in each case as selected by the Applicable Canadian Borrower.


 


“Capital Expenditures”:
with respect to any Person, for any period, all liabilities incurred or expenditures made by such Person for the acquisition of
fixed assets, or any improvements, replacements, substitutions or additions thereto with a useful life of more than one year that,
in accordance with GAAP, would be required to be included as Capital Expenditures on the balance sheet, provided, that Capital
Expenditures shall exclude (i) the purchase of new and used manufactured or remanufactured portable container Inventory held
for sale and (ii) Inventory, Rental Equipment or Equipment acquired as part of a Permitted Acquisition or other Investment
permitted hereunder.


 


“Capital Lease”:
as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity
with GAAP, is, or is required to be, accounted for as a capital lease on the balance sheet of that Person; provided, that
the adoption or issuance of any accounting standards after the Closing Date will not cause any lease that was not or would not
have been a Capital Lease prior to such adoption or issuance to be deemed a Capital Lease.


 






    13


     


    

 


“Capital Lease
Deposit Account”: any Deposit Account established by a Loan Party for the sole purpose of collecting proceeds of Accounts
and Chattel Paper of such Loan Party which are not included in the Borrowing Base and which arise under Stand-Alone Customer Capital
Leases of equipment by such Loan Party acquired by such Loan Party under Permitted Stand-Alone Capital Lease Transactions.


 


“Capitalized
Lease Obligations”: as applied to any Person, all obligations under Capital Leases of such Person or any of its Subsidiaries,
in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP.


 


“Cash Collateral”:
cash, and any interest or other income earned thereon, that is delivered to Agent to Cash Collateralize any Secured Obligations.


 


“Cash Collateralize”:
the delivery of Cash Collateral to Agent, as security for the payment of Secured Obligations with respect to LC Obligations, in
an amount equal to 103% of the aggregate LC Obligations. “Cash Collateralization” has a correlative meaning.


 


“Cash Dominion
Event”: the occurrence of any one of the following events: (i) Specified Excess Availability shall be less than
the greater of (A) 10% of the Line Cap and (B) $240,000,000 for a period of five (5) consecutive Business
Days; or (ii) a Specified Default shall have occurred and be continuing; provided, that, if a Cash Dominion Event has
occurred due to clause (i) of this definition, such Cash Dominion Event shall continue until such time as Specified
Excess Availability shall thereafter have exceeded the greater of (1) 10% of the Line Cap and (2) $240,000,000 for at
least twenty (20) consecutive calendar days, at which time the related Cash Dominion Event shall be deemed to be over. At any time
that a Cash Dominion Event shall be deemed to be over or otherwise cease to exist, Agent shall take such actions as may reasonably
be required by the Administrative Borrower to terminate the cash sweeps and other transfers existing on Deposit Accounts of the
Loan Parties pursuant to Section 5.6 as a result of any notice or direction given by Agent during the existence of
a Cash Dominion Event.


 


“Cash Management
Services”: any services provided from time to time by Agent, any Lender or any of their respective Affiliates to any
Borrower, any other Loan Party or any of their respective Subsidiaries in connection with operating, collections, payroll, trust,
or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer,
controlled disbursement, overdraft, depository, information reporting, credit card processing, lockbox and stop payment services.


 


“CCAA”:
the Companies’ Creditors Arrangement Act (Canada), (or any successor statute), as amended from time to time, and includes
all regulations thereunder.


 


“Certain Funds
Provision”: as defined in Section 6.1(h).


 


“Certificate
of Title”: shall mean certificates of title, certificates of ownership or other registration certificates issued or required
to be issued under the certificate of title or other similar laws of any state, province or other jurisdiction for any Unit.


 






    14


     


    

 


“Certificated
Units”: each Unit that is the subject of, or is required to be the subject of, a Certificate of Title under the motor
vehicle or other applicable statute of the state in which such Unit was located when it was first acquired by any US Loan Party
or any other state where such Unit becomes permanently located while still owned by a US Loan Party, other than New Mexican Units.


 


“CFC”:
as defined in the definition of “Excluded Subsidiary”.


 


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


 


“Change in
Tax Law”: the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (including
the Code), treaty, regulation or rule (or in the official application or interpretation of any law, treaty, regulation or
rule, including a holding, judgment or order by a court of competent jurisdiction) relating to Taxes.


 


“Change of
Control”: shall mean and be deemed to have occurred if (a) any person, entity or “group” (within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), other than Parent, the Sponsor
and/or the Sponsor Affiliates, shall at any time have acquired direct or indirect beneficial ownership of both (x) 35% or
more of the voting power of the outstanding Voting Stock of Holdings and (y) more than the percentage of the voting power
of such Voting Stock then beneficially owned, directly or indirectly, in the aggregate, by the Parent, the Sponsor and the Sponsor
Affiliates collectively, unless the Parent, the Sponsor and/or the Sponsor Affiliates has or have, at such time, the right or the
ability by voting power, contract or otherwise to elect or designate for election at least a majority of the board of managers
or similar governing body of Holdings; (b) Holdings shall cease to own, directly or indirectly, 100% on a fully diluted basis
of the economic and voting interests in each of the Borrowers’ equity (subject to director qualifying shares and management
owned shares in a percentage not in excess of that held by managers on the Closing Date) unless 100% of the equity of such Borrower
is sold or otherwise disposed of in a transaction permitted hereunder or (c) a “change of control”, “change
in control” or similar term as defined in the 2023 Senior Secured Notes Indenture, the 2025 Senior Secured Notes Indenture
or any other document, instrument or agreement evidencing or governing Indebtedness of a Loan Party or any Restricted Subsidiary
in a principal amount in excess of $100,000,000 has occured.


 


“Civil Code”:
the Civil Code of Québec, or any successor statute, as amended from time to time, and includes all regulations thereunder.


 






    15


     


    

 


“Claims”:
all claims, liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and reasonable and documented
out-of-pocket expenses of any kind (including remedial response costs, reasonable attorneys’ fees (which shall be limited
to the fees, disbursements and other charges of one primary counsel and one local counsel in each relevant jurisdiction for all
Indemnitees taken as a whole (unless there is an actual or perceived conflict of interest or the availability of different claims
or defenses), in which case the affected Indemnitees similarly situated (taken as a whole) may retain one additional counsel in
each relevant jurisdiction) and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, replacement
of Agent or any Lender) incurred by any Indemnitee or asserted against any Indemnitee by any Loan Party or other Person, in any
way relating to (a) any Loans, Letters of Credit, Loan Documents, the Commitment Letter, or the use thereof or transactions
relating thereto, (b) the existence or perfection of any Liens, or realization upon any Collateral, (c) the exercise
of any rights or remedies under any Loan Documents or Applicable Law or (d) the failure by any Loan Party to perform or observe
any terms of any Loan Document, in each case, including all costs and reasonable and documented out-of-pocket expenses relating
to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings),
whether or not the applicable Indemnitee is a party thereto.


 


“Closing Date”:
July 1, 2020.


 


“Closing Date
Borrowing Base”: the lesser of (a) $2,400,000,000 ($135,000,000 of which shall be allocated to the Canadian Borrowing
Base, $120,000,000 of which shall be allocated to the UK Borrowing Base and $2,145,000,000 of which shall be allocated to the US
Borrowing Base) and (b) the aggregate sum of the borrowing bases under the Existing WS Credit Agreement and the Existing Mobile
Mini Credit Agreement as of May 31, 2020, such amount being $2,429,845,000 ($214,922,500 of which shall be allocated to the
Canadian Borrowing Base, $214,922,500 of which shall be allocated to the UK Borrowing Base and $2,000,000,000 of which shall be
allocated to the US Borrowing Base), as more specifically set forth in the Borrowing Base Certificate dated as of the Closing Date
and delivered to the Agent pursuant to Section 6.1(i).


 


“Closing Date
Financial Statements”:


 


(a)             the
audited consolidated balance sheets of Parent and its consolidated Subsidiaries as at the end of, and related statements of income
and cash flows for, the three prior fiscal years ended at least 90 days before the Closing Date;


 


(b)             the
audited consolidated balance sheets of MMI and its consolidated Subsidiaries as at the end of, and related statements of operations
and cash flows for, the three prior fiscal years ended at least 90 days before the Closing Date;


 


(c)             the
unaudited condensed consolidated balance sheets of Parent and its consolidated Subsidiaries as at the end of, and the related condensed
consolidated statements of operations and cash flows for each subsequent fiscal quarter (other than the fourth fiscal quarter of
any fiscal year) of Parent and its consolidated Subsidiaries ended after the most recent fiscal period for which audited financial
statements have been provided pursuant to clause (a) above and at least 45 days before the Closing Date; and


 






    16


     


    

 


(d)             the
unaudited condensed consolidated balance sheets of MMI and its consolidated Subsidiaries as at the end of, and the related condensed
consolidated statements of operations and cash flows for each subsequent fiscal quarter (other than the fourth fiscal quarter of
any fiscal year) of MMI and its consolidated Subsidiaries ended after the most recent fiscal period for which audited financial
statements have been provided pursuant to clause (b) above and at least 45 days before the Closing Date.


 


“Code”:
the Internal Revenue Code of 1986 and the regulations promulgated and rulings issued thereunder.


 


“Collateral”:
all Property described in any Security Document as security for any Secured Obligation, and all other Property that now or hereafter
secures (or is intended to secure) any Secured Obligations.


 


“Collateral
Access Agreement”: a landlord waiver, bailee letter, warehouse letter, agreement regarding processing arrangements or
other access agreement, collateral management agreement or warehouse receipt, reasonably acceptable to Agent.


 


“Commitment
Letter”: the Sixth Amended and Restated Commitment Letter dated May 26, 2020 among Parent and each of the Joint
Lead Arrangers party thereto.


 


“Commodity
Agreement”: any commodity swap agreement, futures contract, option contract or other similar agreement or arrangement,
each of which is for the purpose of hedging the commodity price exposure associated with any Borrower’s and its Subsidiaries’
operations and not for speculative purposes.


 


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


 


“Compliance
Certificate”: a certificate, in the form of Exhibit C with such changes as may be agreed to by the Administrative
Borrower and Agent, by which the Borrowers certify to the matters set forth in Section 9.1.1(d).


 


“Consolidated
EBITDA”: with respect to WS International and the Restricted Subsidiaries for any period, Consolidated Net Income for
such period,


 


(1)          increased
(without duplication) by:


 


(a)             provision
for taxes based on income or profits or capital, including, without limitation, foreign, US federal, state, franchise, excise and
similar taxes and foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations)
of WS International and the Restricted Subsidiaries paid or accrued during such period deducted (and not added back) in computing
Consolidated Net Income and any payments to a Parent Entity in respect of any such taxes; plus


 


(b)             Consolidated
Interest Expense of such WS International and its Restricted Subsidiaries for such period (but including items excluded from the
definition of “Consolidated Interest Expense” pursuant to clauses (1)(i) through (1)(ix) thereof),
to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus


 






    17


     


    

 


(c)             depreciation
and amortization of WS International and the Restricted Subsidiaries for such period to the extent the same were deducted (and
not added back) in computing Consolidated Net Income; plus


 


(d)             any
expenses or charges (other than depreciation or amortization expenses) related to any equity offering (including by any Parent
Entity), Permitted Investment, acquisition (including any Permitted Acquisition), disposition, recapitalization or the incurrence
of Indebtedness permitted to be incurred by this Agreement (including a refinancing hereof) (whether or not successful), and any
amendment or modification to the terms of any such transaction, including such fees, expenses or charges related to (i) the
Transactions or (ii) any amendment or other modification of this Agreement, and, in each case, deducted (and not added back)
in computing Consolidated Net Income; plus


 


(e)             the
amount of any restructuring charges or reserves, business optimization expenses or non-recurring integration costs deducted (and
not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions
after the Closing Date and costs and charges related to the closure and/or consolidation of facilities, severance, relocation costs,
integration and facilities opening costs, transition costs and other restructuring costs; plus


 


(f)              any
other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (and not added
back) (provided, that, if any such non-cash charges represent an accrual or reserve for potential cash items in any future
period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period
to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus


 


(g)             the
amount of any non-controlling interest expense consisting of Subsidiary income attributable to minority equity interests of third
parties in any non-Wholly-Owned Subsidiary of WS International deducted (and not added back) in such period in the calculation
of Consolidated Net Income, excluding cash distributions in respect thereof to the extent such cash distributions are included
in the calculation of Consolidated Net Income; plus


 






    18


     


    

 


(h)             the
amount of net cost savings, operating expense reductions, charges attributable to the undertaking and/or implementation of cost
savings initiatives and improvements, business optimization and other restructuring and integration charges, and other synergies
(including, to the extent applicable, from the Transactions) (without duplication of any amounts added back pursuant to Section 1.7(b))
projected by WS International in good faith to result from actions taken or reasonably expected to be taken within twenty-four
(24) months following the date of determination as a result of specified actions initiated or reasonably expected to be taken (calculated
on a pro forma basis as though such net cost savings, operating expense reductions, charges and other synergies had been realized
on the first day of such period), net of the amount of actual benefits realized during such period from such actions (including,
without limitation, business optimization costs, charges and expenses, costs and expenses incurred in connection with new product
design, development and introductions, costs and expenses incurred in connection with intellectual property development and new
systems design, and costs and expenses incurred in connection with the implementation, replacement, development or upgrade of operational,
reporting and information technology systems and technology initiatives); provided, that (x) such net cost savings,
operating expense reductions or other synergies are reasonably identifiable (in the good faith determination of the Administrative
Borrower) and quantifiable and reflected in each Compliance Certificate delivered to Agent for any Test Period in which such net
cost savings, operating expense reductions, charges or other synergies are reflected in Consolidated EBITDA and (y) the sum
of (1) the aggregate amount of increases pursuant to this clause (h), plus (2) the aggregate amount of
operating expense reductions, operating improvements and synergies pursuant to Section 1.7(b) shall not exceed
20% of Consolidated EBITDA for any four consecutive fiscal quarter period (calculated prior to giving effect to such adjustments);
provided, further, that the adjustments pursuant to this clause (h) may be incremental to pro forma adjustments
made pursuant to Section 1.7(b) (subject to the aggregate 20% limitation provided for in this clause (h) and
in such Section 1.7(b)); plus


 


(i)              the
amount of loss or discount on sale of receivables and related assets to a Receivables Entity in connection with a Qualified Receivables
Transaction deducted (and not added back) in such period in the calculation of Consolidated Net Income; plus


 


(j)              any
costs or expenses incurred by WS International or a Restricted Subsidiary pursuant to any management equity plan or stock option
plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent
that such costs or expenses are funded with cash proceeds contributed to the capital of the applicable Person or net cash proceeds
of an issuance of Stock or other Equity Interests of the applicable Person, in each case to the extent deducted (and not added
back) in such period in the calculation of Consolidated Net Income; plus


 


(k)              the
amount of expenses relating to payments made to option holders of Holdings or any Parent Entity in connection with, or as a result
of, any distribution being made to shareholders of such Person or its Parent Entity, which payments are being made to compensate
such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each case
to the extent permitted under this Agreement, in each case to the extent deducted (and not added back) in such period in the calculation
of Consolidated Net Income; plus


 


(l)               costs
associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002
and the rules and regulations promulgated in connection therewith or other enhanced accounting functions and Public Company
Costs, in each case to the extent deducted (and not added back) in such period in the calculation of Consolidated Net Income; plus


 


(m)             costs
of Surety Bonds incurred in such period in connection with financing activities to the extent deducted (and not added back) in
such period in the calculation of Consolidated Net Income; plus


 






    19


     


    

 


(n)             payments
by Holdings, any of the Borrowers or Restricted Subsidiaries paid or accrued during such period in respect of purchase price holdbacks
or earn-outs to the extent deducted (and not added back) in such period in the calculation of Consolidated Net Income; plus


 


(o)             adjustments
(i) previously identified in the model delivered to the Joint Lead Arrangers on May 15, 2020 (excluding any revenue adjustments
included therein) or (ii) consistent with Regulation S-X of the Securities Act of 1933, as amended; and


 


(2)          decreased
by (without duplication) non-cash gains increasing Consolidated Net Income of WS International and the Restricted Subsidiaries
for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential
cash item that reduced Consolidated EBITDA in any prior period; provided, that, to the extent non-cash gains are deducted
pursuant to this clause (2) for any previous period and not otherwise added back to Consolidated EBITDA, Consolidated
EBITDA shall be increased by the amount of any cash receipts (or any netting arrangements resulting in reduced cash expenses) in
respect of such non-cash gains received in subsequent periods to the extent not already included therein.


 


“Consolidated
Fixed Charge Coverage Ratio”: for any Test Period, and subject to Section 1.7, the ratio of (a) the
difference between (i) Consolidated EBITDA for such Test Period and (ii) the sum of (A) Unfinanced Capital Expenditures
made by WS International and its Restricted Subsidiaries in such Test Period plus (B) income taxes actually paid in
cash by WS International and its Restricted Subsidiaries during such Test Period to (b) Consolidated Fixed Charges for such
Test Period.


 


“Consolidated
Fixed Charges”: for any period, and subject to Section 1.7, the sum, without duplication, of (a) Consolidated
Interest Expense, (b) scheduled amortization payments of principal on Consolidated Total Debt (excluding revolving Indebtedness
and Indebtedness between or among Holdings or any Restricted Subsidiary and Holdings or any Restricted Subsidiary) paid or payable
in cash, and (c) Dividends (on any class of Stock) paid in cash during such period (other than Dividends paid by a Restricted
Subsidiary of Holdings to a Loan Party).


 


“Consolidated
Interest Expense”: with respect to WS International and the Restricted Subsidiaries for any period, without duplication,
the sum of:


 


(1)           consolidated
interest expense of WS International and the Restricted Subsidiaries for such period, to the extent such expense was deducted (and
not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from
the issuance of Indebtedness at less than par, other than with respect to Indebtedness issued in connection with the Transactions,
(b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash
interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of
hedging obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations,
and (e) net payments, if any, pursuant to interest rate hedging obligations with respect to Indebtedness, and excluding (i) penalties
and interest relating to taxes, (ii) any “additional interest” relating to customary registration rights with
respect to any securities, (iii) non-cash interest expense attributable to movement in mark-to-market valuation of hedging
obligations or other derivatives (in each case permitted hereunder under GAAP), (iv) interest expense attributable to a Parent
Entity resulting from push-down accounting, (v) accretion or accrual of discounted liabilities not constituting Indebtedness,
(vi) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or
purchase accounting, (vii) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and,
with respect to Indebtedness issued in connection with the Transactions, original issue discount, (viii) any expensing of
bridge, commitment and other financing fees and (ix) commissions, discounts, yield and other fees and charges (including any
interest expense) related to any Qualified Receivables Transaction); plus


 






    20


     


    

 


(2)           consolidated
capitalized interest of WS International and the Restricted Subsidiaries for such period, whether paid or accrued; less


 


(3)           interest
income of WS International and the Restricted Subsidiaries for such period.


 


For purposes of this
definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such
Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.


 


“Consolidated
Net Income”: with respect to WS International and the Restricted Subsidiaries for any period, the aggregate of the net
income (loss), attributable to WS International and the Restricted Subsidiaries for such period, on a consolidated basis, and otherwise
determined in accordance with GAAP; provided, however, that, without duplication,


 


(1)           any
after-tax effect of (a) extraordinary gains, losses, charges (including all fees and expenses relating thereto) or expenses
and (b) non-recurring or unusual gains, losses, charges (including all fees and expenses relating thereto) or expenses (including
the Transaction Expenses) shall be excluded,


 


(2)           the
cumulative effect of a change in accounting principles during such period and changes as a result of the adoption or modification
of accounting policies shall be excluded,


 


(3)           any
after-tax effect of income (loss) from disposed of, abandoned, transferred, closed or discontinued operations and any net after-tax
gains or losses on the disposal of, or disposed-of, abandoned, transferred, closed or discontinued, operations or fixed assets
shall be excluded,


 


(4)           any
after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments
or the sale or other disposition of any Stock of any Person other than in the Ordinary Course of Business, as determined in good
faith by WS International, shall be excluded,


 


(5)            the
net income for such period of any Person that is not a Subsidiary or is an Unrestricted Subsidiary, or that is accounted for by
the equity method of accounting, shall be excluded; provided, that Consolidated Net Income of WS International shall be
increased by the amount of Dividends or distributions or other payments that are actually paid in cash (or to the extent converted
into cash or Permitted Investments) by such Person that is not a Subsidiary or Unrestricted Subsidiary, as the case may be, to
WS International or a Restricted Subsidiary thereof in respect of such period,


 






    21


     


    

 


(6)           effects
of adjustments (including the effects of such adjustments pushed down to WS International and the Restricted Subsidiaries) in the
inventory, property and equipment, software and other intangible assets and in process research and development, deferred revenue
and debt line items in WS International’s consolidated financial statements pursuant to GAAP resulting from the application
of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts
thereof, net of taxes, shall be excluded,


 


(7)           any
after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedge Agreements or other derivative instruments
(including deferred financing costs written off and premiums paid) shall be excluded,


 


(8)           any
impairment charge, asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible
assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, the amortization
of intangibles, and the effects of adjustments to accruals and reserves during a prior period relating to any change in the methodology
of calculating reserves for returns, rebates and other chargebacks (including government program rebates), in each case, pursuant
to GAAP shall be excluded,


 


(9)           any
(i) non-cash compensation charge or expense related to the grants of stock appreciation or similar rights, phantom equity,
stock options, restricted stock or other rights and (ii) income (loss) attributable to deferred compensation plans or trusts
shall be excluded,


 


(10)         accruals
and reserves that are established within twelve (12) months after the Closing Date that are so required to be established as a
result of the Transactions (or within twelve (12) months after the closing of any acquisition that are so required to be established
as a result of such acquisition) in accordance with GAAP or charges, accruals, expenses and reserves as a result of adoption or
modification of accounting policies in accordance with GAAP,


 


(11)         (i) any
net gain or loss resulting in such period from currency transaction or translation gains or losses related to currency remeasurements
and (ii) any income (or loss) related to currency gains or losses related to Indebtedness, intercompany balance sheet items
and hedging obligations shall be excluded, and


 


(12)         any
deferred tax expense associated with tax deductions or net operating losses arising as a result of the Transactions, or the release
of any valuation allowance related to such item, shall be excluded.


 


In addition, to the extent not already
accounted for in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary
in the foregoing, Consolidated Net Income shall include (i) the amount of proceeds received during such period from business
interruption insurance in respect of insured claims for such period, (ii) the amount of proceeds as to which WS International
has determined there is reasonable evidence it will be reimbursed by the insurer in respect of such period from business interruption
insurance (with a deduction for any amounts so included to the extent not so reimbursed within 365 days) and (iii) reimbursements
received of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any
Investment or any sale, conveyance, transfer or other disposition of assets, in each case to the extent permitted hereunder.


 






    22


     


    

 


“Consolidated
Total Assets”: the total assets of WS International and its Restricted Subsidiaries, determined on a consolidated basis
in accordance with GAAP, as shown on the most recent balance sheet of WS International delivered pursuant to the terms of this
Agreement.


 


“Consolidated
Total Debt”: as of any date of determination, (a) the aggregate principal amount of Indebtedness of WS International
and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding
the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with any Permitted
Acquisition), consisting of Indebtedness for borrowed money, Capitalized Lease Obligations and debt obligations evidenced by promissory
notes or similar instruments, minus (b) the aggregate amount of cash and Permitted Investments held in accounts on
the consolidated balance sheet of WS International and the Restricted Subsidiaries as at such date to the extent the use thereof
for application to payment of senior Indebtedness is not prohibited by law or any contract to which any such Person is a party;
it being understood that such aggregate amount of cash and Permitted Investments shall in any event include all Eligible Qualified
Cash, provided, that Consolidated Total Debt shall be calculated (for all purposes hereunder, including as a component of
the definition of Total Net Leverage Ratio, and any applications thereof) to exclude any obligation, liability or indebtedness
of WS International and/or the Restricted Subsidiaries if, upon or prior to the maturity thereof, WS International and/or the Restricted
Subsidiaries, as applicable, has (or have) irrevocably deposited with the proper Person in trust or escrow the necessary funds
(or evidence of indebtedness) for the payment, redemption or satisfaction of such obligation, liability or indebtedness (it being
understood and agreed that from and after such date that such funds (or evidence of indebtedness) are so deposited that such funds
(or evidence of indebtedness) are not netted pursuant to clause (b) above for purposes of determining Consolidated Total Debt).


 


“Contribution
Notice”: means a contribution notice issued by the Pensions Regulator in the UK under Section 38 or Section 47
of the Pensions Act 2004 of the United Kingdom.


 


“Cost”:
with respect to Eligible Rental Equipment or Eligible Raw Material Inventory, the cost thereof, as determined in a manner consistent
with the Loan Parties’ current and historical accounting practices unless otherwise specified in this Agreement.


 


“Credit Documents”:
the Loan Documents and the Bank Product Documents.


 


“Credit Party”:
Agent, a Lender or any Fronting Bank; and “Credit Parties” means Agent, Lenders and Fronting Banks.


 


“Creditor
Representative”: under any Applicable Law, a receiver, manager, controller, interim receiver, receiver and manager, trustee
(including any trustee in bankruptcy), custodian, conservator, administrator, examiner, sheriff, monitor, assignee, liquidator,
provisional liquidator, sequestrator, administrative receiver, judicial manager, statutory manager or similar officer or fiduciary.


 


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


 






    23


     


    

 


“Cure Amount”:
as defined in Section 10.2(a).


 


“Cure Right”:
as defined in Section 10.2(a).


 


“Currency
Agreement”: any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap
or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with
any Borrower’s and its Subsidiaries’ operations and not for speculative purposes.


 


“Custodian
Agreement”: the Custodian Agreement, dated as of the Closing Date, among each US Loan Party, Agent and the Custodians.


 


“Custodians”: as
defined in the Custodian Agreement.


 


“Debt Repayment”:
the repayment or redemption (with any applicable premium) or other satisfaction and discharge in full (including by way of cash
necessary to redeem the Existing Mobile Mini Notes (as defined below) being deposited with the trustee of such Existing Mobile
Mini Notes (it being understood and agreed that the depositing with the applicable trustee of cash necessary to redeem the Existing
Mobile Mini Notes shall be satisfactory for such purposes, whether such deposit is made pursuant to Section 3.5 of the indenture
referred to below, Section 11.1 of the indenture referred to below, or otherwise)) and the termination of any liens and guarantees
related thereto, of each of the following:


 


(1)              the
Indebtedness of Holdings and its subsidiaries under that certain ABL Credit Agreement, dated as of November 29, 2017, among,
inter alios, Parent, the joint lead arrangers and joint bookrunners party thereto and Bank of America, N.A., as administrative
agent (as amended, restated, amended and restated, or otherwise modified from time to time, the “Existing WS Credit Agreement”),


 


(2)              the
Indebtedness of MMI and its subsidiaries under that certain Second Amended and Restated ABL Credit Agreement, dated as of March 22,
2019, among, inter alios, MMI, the joint lead arrangers and joint bookrunners party thereto and Deutsche Bank AG New York
Branch, as administrative agent (as amended, restated, amended and restated, or otherwise modified from time to time, the “Existing
Mobile Mini Credit Agreement”), and


 


(3)              the
senior notes of MMI and its subsidiaries under that certain Indenture, dated as of May 9, 2016, among, inter alios,
MMI and Deutsche Bank Trust Company Americas as trustee, paying agent, registrar and transfer agent (the “Existing Mobile
Mini Notes”).


 


“Default”:
an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.


 


“Default Rate”:
for any Obligation not paid when due (including, to the extent permitted by law, interest not paid when due), 2.00% plus
the interest rate otherwise applicable thereto, or if such Obligation does not bear interest and is the Obligation of (i) a
US Loan Party, a rate equal to the US Base Rate plus the Applicable Margin with respect to US Base Rate Loans plus
2.00%, (ii) a Canadian Loan Party, a rate equal to the Canadian Prime Rate (if denominated in Canadian Dollars) plus
the Applicable Margin with respect to Canadian Prime Rate Loans plus 2.00% or Canadian Base Rate (if denominated in Dollars)
plus the Applicable Margin with respect to Canadian Base Rate Loans plus 2.00% or (iii) a UK Loan Party, a rate
equal to the UK Base Rate plus the Applicable Margin with respect to UK Base Rate Loans plus 2.00%.


 






    24


     


    

 


“Defaulting
Lender”: any Revolver Lender that, as reasonably determined by Agent, (a) has failed to perform any funding obligations
hereunder, and such failure is not cured within two Business Days, unless such Revolver Lender notifies Agent and the Administrative
Borrower in writing that such failure is the result of such Revolver Lender’s determination that one or more conditions precedent
to funding (which conditions precedent, together with the applicable Default, if any, shall be specifically identified in such
writing) have not been satisfied; (b) has notified Agent or any Borrower that such Revolver Lender does not intend to comply
with its funding obligations hereunder or has made a public statement to the effect that it does not intend to comply with its
funding obligations hereunder or generally under other credit facilities (unless such notice or public statement relates to such
Revolver Lender’s obligation to fund a Revolver Loan hereunder and states that such position is based on such Revolver Lender’s
determination that a condition precedent to funding cannot be satisfied); (c) has failed, within three Business Days following
written request by Agent, to confirm in a manner reasonably satisfactory to Agent that such Revolver Lender will comply with its
funding obligations hereunder (provided, that such Revolver Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon receipt by Agent of such confirmation); or (d) has, or has a direct or indirect parent company
that has, become the subject of a Bail-In Action or an Insolvency Proceeding or taken any action in furtherance thereof; provided,
however, that, for the avoidance of doubt, a Revolver Lender shall not be a Defaulting Lender solely by virtue of (i) a
Governmental Authority’s ownership or acquisition of an equity interest in such Revolver Lender or parent company as long
as such ownership does not give immunity or (ii) in the case of a solvent Person, the precautionary appointment of an administrator,
guardian, trustee, custodian or other similar official by a Governmental Authority under or based on the law of the country
where such Person is subject to home jurisdiction supervision if applicable law requires that such appointment not be publicly
disclosed in any such case (and for only so long as there is no public disclosure of such appointment), where, in the case of clauses
(i) or (ii), such ownership or action does not give immunity from the jurisdiction of courts of any Principal Jurisdiction
or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority)
to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Deposit Account”:
(i) any “deposit account” as such term is defined in Article 9 of the UCC and in any event shall include
all accounts and sub-accounts relating to any of the foregoing and (ii) with respect to any account located outside of the
US, any bank account with a deposit function.


 


“Deposit Account
Control Agreements”: the deposit account control agreements (whether in the form of an agreement, notice and acknowledgement
or like instrument), in form and substance reasonably satisfactory to Agent and the Administrative Borrower, executed by Agent,
the applicable Loan Parties, the applicable lockbox servicer and financial institution maintaining a lockbox and/or Deposit Account
(other than an Excluded Deposit Account) for a Loan Party in favor of Agent, for the benefit of any Secured Parties, as security
for and/or to perfect Agent’s Liens securing any Secured Obligations.


 






    25


     


    

 


“Designated
Non-Cash Consideration”: the fair market value of non-cash consideration received by any Loan Party or a Restricted Subsidiary
in connection with a Disposition pursuant to Section 9.2.4(b) that is designated as Designated Non-Cash Consideration
pursuant to a certificate of a Senior Officer of the Administrative Borrower, setting forth the basis of such valuation (which
amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days
following the consummation of the applicable Disposition).


 


“Disposition”:
as defined in Section 9.2.4(b).


 


“Disqualified
Institution”: (i) those banks, financial institutions and other institutional lenders and investors that have been
separately identified in writing by Holdings (or its Affiliates) to the Joint Lead Arrangers on or prior to March 1, 2020,
(ii) those persons who are competitors of Parent or MMI or their respective Subsidiaries that were or are separately identified
in writing by Holdings (or its Affiliates) to the Joint Lead Arrangers or, after the Closing Date, to Agent from time to time (which
shall not apply to retroactively disqualify any person who previously acquired in a manner permitted hereunder and continues to
hold, any Loans or Revolver Commitments in respect of any Facility) and (iii) in the case of each of clauses (i) and
(ii), any of their Affiliates (excluding, in the case of clause (ii), bona fide debt fund affiliates predominantly
engaged in the business of debt investing and for which no personnel involved with the relevant competitor (A) make investment
decisions or (B) have access to non-public information relating to Holdings or MMI or any person that forms part of Holdings’
or MMI’s business (including their respective Subsidiaries)) that are either (a) identified in writing by Holdings (or
its Affiliates) from time to time (which shall not apply to retroactively disqualify any person who previously acquired in a manner
permitted hereunder, and continues to hold, any Loans or Revolver Commitments in respect of any Facility) or (b) reasonably
identifiable on the basis of such Affiliate’s name.


 


“Disqualified
Stock”: with respect to any Person, any Stock of such Person which, by its terms, or by the terms of any security into
which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily
redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise,
or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole
or in part, in each case prior to the date 91 days after the earlier of the Revolver Facility Termination Date or the date of Full
Payment of the Secured Obligations; provided, however, that if such Stock is issued to any plan for the benefit of
employees of WS International or its Subsidiaries or by any such plan to such employees, such Stock shall not constitute Disqualified
Stock solely because it may be required to be repurchased by WS International or its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations, provided, further, that any Stock held by any future, current or former employee,
director, manager or consultant (or their respective trusts, estates, investment funds, investment vehicles or immediate family
members) of WS International, any of its Subsidiaries or any direct or indirect Parent Entity in each case upon the termination
of employment or death of such person pursuant to any stockholders’ agreement, management equity plan, stock option plan
or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be
required to be repurchased by WS International or its Subsidiaries or any direct or indirect parent of WS International.


 


“Dividends”:
as defined in Section 9.2.6.


 






    26


     


    

 


“Document”:
as defined in the UCC (and/or with respect to any Document of a Canadian Loan Party, a “document of title” as defined
in the PPSA) or any other Applicable Law, as applicable.


 


“Dollar Equivalent”:
on any date, with respect to any amount denominated in Dollars, such amount in Dollars, and with respect to any stated amount in
a currency other than Dollars, the amount of Dollars that Agent determines (which determination shall be conclusive and binding
absent manifest error) would be necessary to be sold on such date at the applicable Exchange Rate to obtain the stated amount of
the other currency.


 


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


 


“Dominion
Account”: with respect to (a) the Canadian Loan Parties, each Canadian Dominion Account, (b) the UK Loan Parties,
each UK Dominion Account, and (c) the US Loan Parties, each US Dominion Account.


 


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


 


“EEA Member
Country”: 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.


 


“Eligible
Accounts”: at any time, the Accounts or Chattel Paper of any Loan Party at such date, except any Account or Chattel Paper:


 


(a)             which
is not subject to a valid and duly perfected Lien in favor of Agent;


 


(b)             (i)
which is subject to any Lien other than (x) a Lien in favor of Agent and (y) Liens permitted pursuant to Section 9.2.2
which do not have priority over (and are not pari passu with) the Liens in favor of Agent other than any Lien permitted
pursuant to Section 9.2.2 which as a matter of law has priority over the respective Liens in favor of Agent or
(ii) which arises under a Permitted Stand-Alone Capital Lease Transaction;


 


(c)             owing
by any Account Debtor with respect to which more than 120 days have elapsed since the date of the original invoice therefor or
which is more than 90 days past the due date for payment;


 


(d)             which
is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor are ineligible pursuant to
clause (c) above;


 






    27


     


    

 


(e)             which
is owing by any Account Debtor to the extent the aggregate amount of all otherwise Eligible Accounts owing from such Account Debtor
to the Loan Parties exceeds 20% of the aggregate of all Eligible Accounts (or such higher percentage as Agent may establish for
the Account Debtor from time to time), in each case, only to the extent of such excess;


 


(f)              with
respect to which any covenant, representation or warranty relating to such Account or Chattel Paper contained in this Agreement
or any Security Document has been breached or is not true in each case in any material respect;


 


(g)             which
(i) does not arise from the sale or lease of Rental Equipment or Inventory, the provision of build-own-operate services or
performance of other services in the Ordinary Course of Business, (ii) is not evidenced by an invoice, or other documentation
reasonably satisfactory to Agent, which has been sent to the Account Debtor (provided, that unbilled Accounts (other than
progress billing) not to exceed the Dollar Equivalent of $20,000,000 in the aggregate for all Loan Parties collectively at any
time may constitute Eligible Accounts to the extent they satisfy the other criteria set forth in this definition), (iii) represents
a progress billing, (iv) is contingent upon the applicable Loan Party’s completion of any further performance (other
than, for the avoidance of doubt, performance terms under a rental or lease contract), or (v) represents a sale on a bill-and-hold,
guaranteed sale, sale-and-return, sale on approval, consignment which is billed prior to actual sale to the end user, cash-on-delivery
or any other repurchase or return basis (other than, for the avoidance of doubt, pursuant to the terms of a rental or lease contract);


 


(h)             for
which any Rental Equipment giving rise to such Account or Chattel Paper (other than Rental Equipment utilized in build-own-operate
services) has not been shipped to the Account Debtor or for which the services giving rise to such Account or Chattel Paper have
not been performed by the applicable Loan Party;


 


(i)              with
respect to which any check or other instrument of payment has been returned uncollected for any reason;


 


(j)              which
is owed by an Account Debtor in respect of which an Insolvency Proceeding has been commenced or which is otherwise a debtor or
a debtor in possession under any bankruptcy law or any other federal, state or foreign (including any province or territory) receivership,
insolvency relief or other law or laws for the relief of debtors, including the US Bankruptcy Code, the UK Insolvency Act, the
Bankruptcy and Insolvency Act (Canada) and the CCAA, unless the payment of Accounts or Chattel Paper from such Account Debtor is
secured by assets of, or guaranteed by, in either case, in a manner reasonably satisfactory to Agent, a Person that is reasonably
acceptable to Agent or, if the Account or Chattel Paper from such Account Debtor arises subsequent to a decree or order for relief
with respect to such Account Debtor in respect of which an Insolvency Proceeding has been commenced or which is otherwise a debtor
under such laws, including the US Bankruptcy Code, the UK Insolvency Act, the Bankruptcy and Insolvency Act (Canada) and the CCAA,
as now or hereafter in effect, Agent shall have reasonably determined that the timely payment and collection of such Account or
Chattel Paper will not be impaired;


 






    28


     


    

 


(k)             which
is owed by an Account Debtor which has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs
or is not solvent, or is a Restricted Party;


 


(l)              which
is owed by an Account Debtor which is not organized, incorporated or established under the applicable law of the US, Canada or
the United Kingdom, any state of the US, the District of Columbia or any province or territory of Canada or does not have its principal
place of business in the US, Canada or the United Kingdom unless such Account or Chattel Paper is backed by a letter of credit
or other credit support reasonably acceptable to Agent;


 


(m)            which
is owed in any currency other than, (x) in the case of an Account Debtor of a US Loan Party or a Canadian Loan Party, Dollars
or Canadian Dollars and (y) in the case of an Account Debtor of a UK Loan Party, Dollars, Pounds Sterling or Euros;


 


(n)             which
is owed by any Governmental Authority, unless (i) the Account Debtor is the United States or any state or political subdivision
thereof, or any department, agency or instrumentality of the foregoing, and the Account has been assigned to Agent in compliance
with the US Assignment of Claims Act, and any other steps necessary to perfect the Lien of Agent on such Account have been complied
with to Agent’s reasonable satisfaction, (ii) the Account Debtor is the government of Canada or a province or territory
thereof or any department, agency or instrumentality of the foregoing, and the Account has been assigned to Agent in compliance
with the Financial Administration Act (Canada) (or similar Applicable Law of such province or territory), and any other steps necessary
to perfect the Lien of Agent on such Account have been complied with to Agent’s reasonable satisfaction, (iii) the Account
Debtor is the government of the United Kingdom or a province or territory thereof or any department, agency or instrumentality
of the foregoing and any steps necessary to perfect the Lien of Agent on such Account have been complied with to Agent’s
reasonable satisfaction, (iv) such Account is backed by a letter of credit reasonably acceptable to Agent or (v) Agent
otherwise reasonably approves;


 


(o)             which
is owed by any Affiliate, employee, director, or officer of any Loan Party; provided, that portfolio companies of the Sponsor
or Parent that do business with any applicable Loan Party in the Ordinary Course of Business will not be treated as Affiliates
for purposes of this clause (o);


 


(p)             which
is subject to any counterclaim, deduction, defense, setoff or dispute, but only to the extent of the amount of such counterclaim,
deduction, defense, setoff or dispute, unless (i) Agent, in its Permitted Discretion, has established Reserves and determines
to include such Account as an Eligible Account or (ii) such Account Debtor has entered into an agreement reasonably acceptable
to Agent to waive or limit such rights;


 


(q)             which
is evidenced by any promissory note or instrument (in each case, other than any such items that are delivered to Agent);


 


(r)              which
is owed by an Account Debtor located in any jurisdiction that requires, as a condition to access to the courts of such jurisdiction,
that a creditor qualify to transact business, file a business activities report or other report or form, or take one or more other
actions, unless the applicable Loan Party has so qualified, filed such reports or forms, or taken such actions (and, in each case,
paid any required fees or other charges), except to the extent the applicable Loan Party may qualify subsequently as an entity
authorized to transact business in such jurisdiction and gain access to such courts, without incurring any cost or penalty reasonably
viewed by Agent to be material in amount, and such later qualification cures any access to such courts to enforce payment of such
Account, provided, that any jurisdiction in clause (l) above shall not be excluded by virtue of this clause
(r);


 






    29


     


    

 


(s)             with
respect to which the applicable Loan Party has made any agreement with the Account Debtor for any reduction thereof, but only to
the extent of such reduction, other than discounts and adjustments given in the Ordinary Course of Business;


 


(t)              with
respect to a UK Loan Party, Accounts regulated by the UK Consumer Credit Act of 1974 (as amended); or


 


(u)             with
respect to a UK Loan Party, the Accounts are governed by laws other than that of England and Wales.


 


Subject to Section 13.1,
Agent may modify the foregoing criteria in its Permitted Discretion (after consultation with the Administrative Borrower in accordance
with the definition of the term “Permitted Discretion”).


 


“Eligible
Assignee”: subject to the requirements of Section 12.3.3, a Person that is (a) a Lender or an Affiliate
or branch of a Lender; (b) an Approved Fund; (c) any other financial institution approved by Agent (such approval not
to be unreasonably conditioned, withheld or delayed) and the Administrative Borrower (which approval by the Administrative Borrower
shall not be unreasonably conditioned, withheld or delayed and shall be deemed given if no objection is made within ten (10) Business
Days after the Administrative Borrower’s receipt of notice of the proposed assignment) whose becoming an assignee would not
constitute a prohibited transaction under Section 4975 of the Code or any other Applicable Law, or would, immediately following
any such assignment, not result in increased costs or Taxes payable by the Loan Parties pursuant to Section 5.8; or
(d) during the occurrence and continuance of any Event of Default arising under Section 10.1.1 or Section 10.1.5
with respect to a Borrower or a Material Subsidiary, any Person acceptable to Agent in its discretion, which acceptance shall not
be unreasonably conditioned, withheld or delayed; provided, that in no event shall (x) a natural person, (y) a
Disqualified Institution or (z) Holdings or any of its Subsidiaries or any of its Affiliates be an Eligible Assignee. For
the avoidance of doubt, any purported assignment to a Disqualified Institution is subject to Section 12.3.6.


 


“Eligible
Container Inventory Held For Sale”: at any date of determination thereof, Eligible Goods Inventory owned by any Loan
Party consisting of (a) new and used manufactured or remanufactured portable and ISO containers and portable mobile offices
held by such Loan Party for intended sale to third parties, containers temporarily out of service and otherwise unrefurbished ISO
units and (b) up to an aggregate amount for all of the Loan Parties collectively equal to the Dollar Equivalent of $40,000,000
of containers used in the conduct of their business (and not held for sale or lease).


 






    30


     


    

 


“Eligible
Goods Inventory”: at any date of determination thereof, Inventory owned by a Loan Party at such date except any
Inventory:


 


(a)              which
is not subject to a valid and duly perfected Lien in favor of Agent; provided, that this clause (a) shall not
apply to Inventory owned by a US Loan Party constituting a Unit (such Inventory being subject to clause (f) below);


 


(b)             which
is subject to any Lien other than (i) a Lien in favor of Agent (subject to the proviso in clause (a) above) and
(ii) Liens permitted pursuant to Section 9.2.2 which do not have priority over (and are not pari passu with) the
Liens in favor of Agent (other than Liens permitted pursuant to Section 9.2.2 which as a matter of law have priority
over the respective Liens in favor of the Agent);


 


(c)             which
is obsolete or damaged or defective and not repairable;


 


(d)             with
respect to which any covenant, representation or warranty contained in this Agreement or any Security Document has been breached
or is not true in any material respect;


 


(e)             (i) with
respect to Inventory owned by a Canadian Loan Party, which is not located in Canada or the United States or is not (x) at
a location listed on Schedule 7.4.1 (as updated from time to time in accordance with the provisions hereof), (y) in
transit between locations of a Canadian Loan Party and another Canadian Loan Party or a US Loan Party or (z) located on the
premises of any customer of any Canadian Loan Party or in transit to or from the location of any customer of any Canadian Loan
Party, (ii) with respect to Inventory owned by a US Loan Party, which is not located in the United States or Canada or is
not (x) at a location listed on Schedule 7.4.1 (as updated from time to time in accordance with the provisions hereof),
(y) in transit between locations of a US Loan Party and another US Loan Party or a Canadian Loan Party or (z) located
on the premises of any customer of any US Loan Party or in transit to or from the location of any customer of any US Loan Party
and (iii) with respect to Inventory owned by a UK Loan Party, which is not located in UK or is not (x) at a location
listed on Schedule 7.4.1 (as updated from time to time in accordance with the provisions hereof), (y) in transit between
locations of a UK Loan Party and another UK Loan Party or (z) located on the premises of any customer of any UK Loan Party
or in transit to or from the location of any customer of any UK Loan Party;


 


(f)              in
respect of Inventory owned by a US Loan Party that constitutes a Unit only, the actions required to be taken pursuant to Section 9.1.20
have not been taken (unless the time period within which such actions are required to be taken has not yet expired);


 


(g)             which
is the subject of a Permitted Stand-Alone Capital Lease Transaction;


 


(h)             which
has not been subject to an Appraisal in form and substance satisfactory to Agent and it is not of an identical kind or type of
Inventory that has been appraised;


 






    31


     


    

 


(i)              which is Eligible Rental Equipment, Eligible Raw Materials
Inventory or Eligible Machinery and Equipment;


 


(j)              which
is not owned by a Loan Party or a Loan Party does not have good, valid and marketable title thereto; or


 


(k)             which
consists of goods returned or rejected by a Loan Partyʼs or Affiliateʼs customers on account of defects or damages;


 


provided, that the amount
of Eligible Goods Inventory shall be determined on a first-in, first-out basis.


 


Subject to Section 13.1,
Agent may modify the foregoing criteria in its Permitted Discretion (after consultation with the Administrative Borrower in accordance
with the definition of the term “Permitted Discretion”).


 


“Eligible
Machinery and Equipment”: at any date of determination, Equipment owned by a Loan Party in the Ordinary Course of Business
except at such date any Equipment:


 


(a)             which
is not subject to a valid and duly perfected Lien in favor of Agent; provided, that this clause (a) shall not
apply to Equipment owned by a US Loan Party constituting a Unit (such Equipment being subject to clause (d) below);


 


(b)             which
is subject to any Lien other than (i) a Lien in favor of Agent (subject to the proviso in clause (a) above) and
(ii) Liens permitted pursuant to Section 9.2.2 which do not have priority over (and are not pari passu with) the
Liens in favor of Agent (other than Liens permitted pursuant to Section 9.2.2 which as a matter of law have priority
over the respective Liens in favor of Agent);


 


(c)             (i) with
respect to Equipment owned by a Canadian Loan Party, which is not located in Canada or the United States or is not (x) at
a location listed on Schedule 7.4.1 (as updated from time to time in accordance with the provisions hereof), (y) in
transit between locations of a Canadian Loan Party and another Canadian Loan Party or a US Loan Party or (z) located on the
premises of any customer of any Canadian Loan Party or in transit to or from the location of any customer of any Canadian Loan
Party, (ii) with respect to Equipment owned by a US Loan Party, which is not located in the United States or Canada or is
not (x) at a location listed on Schedule 7.4.1 (as updated from time to time in accordance with the provisions hereof),
(y) in transit between locations of a US Loan Party and another US Loan Party or a Canadian Loan Party or (z) located
on the premises of any customer of any US Loan Party or in transit to or from the location of any customer of any US Loan Party
and (iii) with respect to Equipment owned by a UK Loan Party, which is not located in UK or is not (x) at a location
listed on Schedule 7.4.1 (as updated from time to time in accordance with the provisions hereof), (y) in transit between
locations of a UK Loan Party and another UK Loan Party or (z) located on the premises of any customer of any UK Loan Party
or in transit to or from the location of any customer of any UK Loan Party;


 






    32


     


    

 


(d)             in
respect of Equipment owned by a US Loan Party that constitutes a Unit only, the actions required to be taken pursuant to Section 9.1.20
have not been taken (unless the time period within which such actions are required to be taken has not yet expired);


 


(e)             which
has not been subject to an Appraisal in form and substance satisfactory to Agent and it is not of an identical kind or type of
Equipment that has been appraised;


 


(f)             which
is Eligible Rental Equipment, Eligible Raw Materials or Eligible Goods Inventory; or


 


(g)            which
is not owned by a Loan Party or a Loan Party does not have good, valid and marketable title thereto.


 


Subject to Section 13.1,
Agent may modify the foregoing criteria in its Permitted Discretion (after consultation with the Administrative Borrower in accordance
with the definition of the term “Permitted Discretion”).


 


“Eligible
Qualified Cash”: shall mean the aggregate amount of cash and Permitted Investments (other than any cash or Permitted
Investments that appears (or would be required to appear) as “restricted” on a consolidated balance sheet of the Administrative
Borrower unless such appearance is related to the Loan Documents (or the Liens created thereunder)) of any Loan Party that is subject
to a valid, enforceable and first priority Lien in favor of Agent in an investment account, deposit account or other account at
Agent or another institution, in each case, subject to a Deposit Account Control Agreement or Securities Account Control Agreement
in favor of Agent or, in the case of Eligible Qualified Cash of any UK Loan Party, a fixed charge in favor of Agent.


 


“Eligible
Raw Materials Inventory”: at any date of determination thereof, Inventory owned by a Loan Party consisting of steel,
lumber, plywood, paint, drywall, plumbing materials and fixtures, electrical components, insulation materials, HVAC materials,
doors and windows, and fasteners at such date except any Inventory:


 


(a)             which
is not subject to a valid and duly perfected Lien in favor of Agent;


 


(b)             which
is subject to any Lien other than (i) a Lien in favor of Agent and (ii) Liens permitted pursuant to Section 9.2.2
which do not have priority over (and are not pari passu with) the Liens in favor of Agent (other than Liens permitted pursuant
to Section 9.2.2 which as a matter of law have priority over the respective Liens in favor of Agent);


 


(c)             which
is slow moving or with respect to which any covenant, representation or warranty contained in this Agreement or any Security Document
has been breached or is not true in any material respect;


 


(d)             (i) with
respect to Inventory owned by a Canadian Loan Party, which is not located in Canada or the United States or is not (x) at
a location listed on Schedule 7.4.1 (as updated from time to time in accordance with the provisions hereof), (y) in
transit between locations of a Canadian Loan Party and another Canadian Loan Party or a US Loan Party or (z) located on the
premises of any customer of any Canadian Loan Party or in transit to or from the location of any customer of any Canadian Loan
Party, (ii) with respect to Inventory owned by a US Loan Party, which is not located in the United States or Canada or is
not (x) at a location listed on Schedule 7.4.1 (as updated from time to time in accordance with the provisions hereof),
(y) in transit between locations of a US Loan Party and another US Loan Party or a Canadian Loan Party or (z) located
on the premises of any customer of any US Loan Party or in transit to or from the location of any customer of any US Loan Party
and (iii) with respect to Inventory owned by a UK Loan Party, which is not located in UK or is not (x) at a location
listed on Schedule 7.4.1 (as updated from time to time in accordance with the provisions hereof), (y) in transit between
locations of a UK Loan Party and another UK Loan Party or (z) located on the premises of any customer of any UK Loan Party
or in transit to or from the location of any customer of any UK Loan Party;


 






    33


     


    

 


(e)             which
is Eligible Rental Equipment, Eligible Machinery and Equipment or Eligible Goods Inventory;


 


(f)             which
is not owned by a Loan Party or a Loan Party does not have good, valid and marketable title thereto; or


 


(g)             which
is not first quality raw materials or is obsolete;


 


provided, that the amount
of Eligible Raw Materials Inventory shall be determined on a first-in, first-out basis.


 


Subject to Section 13.1,
Agent may modify the foregoing criteria in its Permitted Discretion (after consultation with the Administrative Borrower in accordance
with the definition of the term “Permitted Discretion”).


 


“Eligible
Real Property”: at any date of determination thereof, any Real Estate owned by a US Loan Party at such date except any
Real Estate:


 


(a)             which
is not located in the United States;


 


(b)             which
is not subject to a valid and duly perfected Lien pursuant to a Mortgage in favor of Agent;


 


(c)             which
is subject to any Lien other than (i) a Lien in favor of Agent and (ii) Liens permitted pursuant to Section 9.2.2
which do not have priority over (and are not pari passu with) the Liens in favor of Agent (other than Permitted Encumbrances);


 


(d)             with
respect to which any covenant, representation or warranty contained in this Agreement or any Security Document has been breached
or is not true in any material respect;


 


(e)             which
is not covered by customary title insurance reasonably acceptable to Agent;


 


(f)             with
respect to which environmental due diligence reasonably satisfactory to Agent has not been completed with respect to such Real
Estate;


 






    34


     


    

 


(g)             with
respect to which an opinion of counsel for the US Loan Party which is the owner of the Real Estate has not been delivered to Agent,
in a form, scope and substance reasonably satisfactory to Agent and its counsel, if reasonably requested by Agent;


 


(h)             with
respect to which a customary certificate in a form reasonably acceptable to Agent and the Lenders has not been obtained indicating
that the property is not in a flood zone, or if the property is in a flood zone, an acknowledged borrower notice and flood insurance
in compliance (including as to amount) with all applicable Food Insurance Laws and in an amount, with endorsements and by an insurer
reasonably acceptable to Agent and the Lenders has not been obtained, provided, that each Lender shall be deemed to have
reasonably accepted any certificate provided pursuant to this clause (h) and shall be reasonably satisfied with matters
pertaining to the insurance requirements of this clause (h) if it has not rejected such certificate or insurance matters
within 15 days of receiving such certificate and/or evidence of insurance from the applicable Loan Party;


 


(i)              which
is not owned by a US Loan Party or a US Loan Party does not have good record and valid and marketable title in fee simple thereto;


 


(j)              which
has not been subject to an appraisal that is reasonably satisfactory to Agent (or other means for determining the fair market value
that is reasonably acceptable to the Agent);


 


(k)             for
which all Related Real Estate Documents (regardless of whether such Real Estate is Material Real Estate) have not been delivered
to Agent; or


 


(l)              which
is not covered by casualty and property insurance reasonably acceptable to Agent.


 


“Eligible
Rental Equipment”: at any date of determination thereof, the Rental Equipment owned by any Loan Party at such date except
any Rental Equipment:


 


(a)             which
is not subject to a valid and duly perfected Lien in favor of Agent; provided, that this clause (a) shall not
apply to Rental Equipment owned by a US Loan Party constituting a Unit (such Rental Equipment being subject to clause (h) below);


 


(b)             which
is subject to any Lien other than (i) a Lien in favor of Agent (subject to the proviso in clause (a) above) and
(ii) Liens permitted pursuant to Section 9.2.2 which do not have priority over (and are not pari passu with) the
Liens in favor of Agent other than any Lien permitted pursuant to Section 9.2.2 which as a matter of law has priority
over the respective Liens in favor of Agent;


 


(c)             which
is slow moving, obsolete, unmerchantable, defective, unfit for rent or unacceptable due to age, type, category and/or quantity;


 


(d)             with
respect to which any covenant, representation or warranty contained in this Agreement or any Security Document has been breached
or is not true in any material respect;


 






    35


     


    

 


(e)             which
does not conform in all material respects to all standards imposed by any applicable Governmental Authority (except that any standard
that is qualified as to “materiality” shall have been conformed to in all respects), or has been acquired from a Restricted
Party;


 


(f)              which
constitutes packaging and shipping material, manufacturing supplies, display items, bill-and-hold goods, returned or repossessed
goods (other than goods that are undamaged and able to be resold or released in the Ordinary Course of Business), defective goods,
goods to be returned to the applicable Loan Party’s suppliers or goods which are not of a type held for lease or sale in
the Ordinary Course of Business;


 


(g)             (i) with
respect to Rental Equipment owned by a Canadian Loan Party, which is not located in Canada or the United States or is not (x) at
a location listed on Schedule 7.4.1 (as updated from time to time in accordance with the provisions hereof), (y) in
transit between locations of a Canadian Loan Party and another Canadian Loan Party or a US Loan Party or (z) located on the
premises of any customer of any Canadian Loan Party or in transit to or from the location of any customer of any Canadian Loan
Party, (ii) with respect to Rental Equipment owned by a US Loan Party, which is not located in the United States or Canada
or is not (x) at a location listed on Schedule 7.4.1 (as updated from time to time in accordance with the provisions
hereof), (y) in transit between locations of a US Loan Party and another US Loan Party or a Canadian Loan Party or (z) located
on the premises of any customer of any US Loan Party or in transit to or from the location of any customer of any US Loan Party
and (iii) with respect to Rental Equipment owned by a UK Loan Party, which is not located in UK or is not (x) at a location
listed on Schedule 7.4.1 (as updated from time to time in accordance with the provisions hereof), (y) in transit between
locations of a UK Loan Party and another UK Loan Party or (z) located on the premises of any customer of any UK Loan Party
or in transit to or from the location of any customer of any UK Loan Party;


 


(h)             in
respect of Rental Equipment owned by a US Loan Party that constitutes a Unit only, the actions required to be taken pursuant to
Section 9.1.20 have not been taken (unless the time period within which such actions are required to be taken has not
yet expired);


 


(i)              which
is the subject of a Permitted Stand-Alone Capital Lease Transaction;


 


(j)              which
is not owned by a Loan party or a Loan Party does not have good, valid and marketable title thereto;


 


(k)             which
has not been subject to an Appraisal in form and substance satisfactory to Agent and it is not of an identical kind or type of
Inventory that has been appraised; or


 


(l)              which
is the subject of a consignment by such Loan Party as consignor unless (i) a protective UCC-1 or PPSA financing statement
has been properly filed by the applicable Loan Party against the consignee in respect if such Loan Partyʼs interests in and
to such Rental Equipment, and (ii) there is a written agreement acknowledging that such Rental Equipment is held on consignment,
that such Loan Party retains title to such Rental Equipment, that no Lien arising by, through or under such consignee has attached
or will attach to such Rental Equipment and requiring consignee to segregate the consigned Equipment from the consigneeʼs
other personal or movable property and having other terms consistent with such Loan Partyʼs past practice for consigned Rental
Equipment.


 






    36


     


    

 


Subject to Section 13.1,
Agent may modify the foregoing criteria in its Permitted Discretion (after consultation with the Administrative Borrower in accordance
with the definition of the term “Permitted Discretion”).


 


“Eligible
Work-In-Process Container Inventory”: at any date of determination, Eligible Goods Inventory consisting of: (a) new
and used manufactured or remanufactured portable containers, which is in the work-in-process phase of manufacturing; (b) shaped
steel component parts; or (c) sub-assemblies; provided, that any property that may qualify as Eligible Rental Equipment
and Eligible Work-In-Process Container Inventory shall be deemed solely to constitute Eligible Rental Equipment.


 


“Enforcement
Action”: any action to enforce any Obligations or Loan Documents or to exercise any rights or remedies relating to any
Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, exercise
of any right or vote to act in a Loan Party’s Insolvency Proceeding, or otherwise).


 


“Environmental
Claims”: any and all actions, suits, orders, decrees, demands, claims, liens, notices of noncompliance, violation, general
notice letters issued to potentially responsible parties pursuant to the Comprehensive Environmental Response, Compensation and
Liability Act, 42 USC §§ 9601 et seq., or government investigation or proceedings relating to any Environmental Law or
any permit issued, or any approval given, under any such Environmental Law, including, (i) any and all such claims by governmental
or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable
Environmental Law and (ii) any and all such claims by any third party seeking damages, contribution, indemnification, cost
recovery, compensation or injunctive relief relating to the presence, release or threatened release of Hazardous Materials or arising
from alleged injury or threat of injury to health or safety (to the extent relating to human exposure to Hazardous Materials).


 


“Environmental
Law”: any applicable federal, commonwealth, state, provincial, territorial, foreign, municipal or local statute, law,
rule, regulation, ordinance and code, and any binding judicial or administrative order, agreement, consent decree or judgment,
relating to the protection of the environment, including, ambient air, surface water, groundwater, land surface and subsurface
strata and natural resources such as wetlands, or the protection of human health or safety (to the extent relating to human exposure
to Hazardous Materials), or Hazardous Materials.


 


“Equipment”:
all machinery, apparatus, equipment, motor vehicles and other similar assets (other than Inventory and Rental Equipment) used in
the operations of a Loan Party or any of its Restricted Subsidiaries or owned by any Loan Party or any of its Restricted Subsidiaries
or in which any Loan Party or any of its Restricted Subsidiaries has an interest, whether now owned or hereafter acquired by a
Loan Party or any of its Restricted Subsidiaries and wherever located, and all parts, accessories and special tools and all increases
and accessions thereto and substitutions and replacements therefor.


 






    37


     


    

 


“Equity Interests”:
Stock and all warrants, options or other rights to acquire Stock, but excluding any other debt security that is convertible into,
or exchangeable for, Stock.


 


“ERISA”:
the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated
thereunder.


 


“ERISA Affiliate”:
any trade or business (whether or not incorporated) under common control with a Loan Party or treated as a single employer with
a Loan Party, in each case within the meaning of Section 414 of the Code.


 


“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.


 


“Euro”
or “€”: the lawful currency of the European Union.


 


“Event of
Default”: as defined in Section 10.1.


 


“Excess Availability”:
as of any date of determination, an amount equal to (i) the Line Cap minus (ii) the sum of (a) the Dollar
Equivalent of the aggregate principal amount of all Revolver Loans then outstanding under the Facilities and (b) the aggregate
principal amount of all LC Obligations then outstanding.


 


“Exchange
Rate”: the exchange rate, as determined by Agent, that is applicable to conversion of one currency into another currency,
which is (a) the exchange rate reported by Bloomberg (or other commercially available source designated by Agent) as of the
end of the preceding Business Day in the financial market for the first currency or (b) if such report is unavailable for
any reason, the spot rate for the purchase of the first currency with the second currency as in effect during the preceding business
day in Agent’s principal foreign exchange trading office for the first currency.


 


“Excluded
Deposit Account”: any lockbox or deposit account (i) which is used for the sole purpose of making payroll and withholding
tax payments related thereto and other employee wage and benefit payments and accrued and unpaid employee compensation (including
salaries, wages, benefits and expense reimbursements), (ii) which is a zero balance account, (iii) which is used solely
for paying taxes, including sales taxes, (iv) which is used solely as an escrow account or solely as a fiduciary or trust
account, (v) which, individually or in the aggregate with all other accounts being treated as Excluded Deposit Accounts pursuant
to this clause (v), has a daily balance of less than $10,000,000, (vi) which is then a Capital Lease Deposit Account,
or (vii) is used solely for disbursements.


 






    38


     


    

 


“Excluded
Subsidiary”: (a) each Subsidiary listed on Schedule 8.1.12 hereto as an Excluded Subsidiary; (b) any
Subsidiary that is not a Wholly-Owned Subsidiary of Holdings (other than any Borrower); (c) (i) any Subsidiary that is
prohibited by any Applicable Law or, solely with respect to Subsidiaries existing on the Closing Date or on the date such Subsidiary
is acquired (provided, that such prohibition is not be created in contemplation of such acquisition), its Organizational
Documents from guaranteeing the Secured Obligations, (ii) any Subsidiary that is prohibited by any contractual obligation
existing on the Closing Date or on the date any such Subsidiary is acquired from guaranteeing the Secured Obligations (provided,
that such prohibition is not be created in contemplation of such acquisition) or (iii) to the extent that the provision of
any guarantee of the Secured Obligations would require the consent, approval, license or authorization of any Governmental Authority
or unaffiliated third party which has not been obtained, any Subsidiary that is subject to such restrictions; provided,
that, after such time that such restrictions on guarantees are waived, lapse, terminate or are no longer effective, such Restricted
Subsidiary shall no longer be an Excluded Subsidiary; (d) (i) any Non-US Subsidiary or (ii) any direct or indirect
US Subsidiary (A) of a direct or indirect Non-US Subsidiary of any US Borrower that is a “controlled foreign corporation”
within the meaning of Section 957 of the Code (any such Non-US Subsidiary, a “CFC”) or (B) of a US
Borrower that has no material assets (directly or through one or more disregarded entities) other than equity of one or more direct
or indirect Non-US Subsidiary that is a CFC (provided that, solely for purposes of the foregoing clauses (d)(i) and
(d)(ii), any Subsidiary described in the foregoing clauses (d)(i) or (d)(ii) shall be an Excluded
Subsidiary only with respect to the guarantee of Secured Obligations of US Loan Parties, and not in respect of any other Secured
Obligations); (e) each Subsidiary that is not a Material Subsidiary, (f) any Subsidiary that is not a Canadian Subsidiary,
UK Subsidiary or a US Subsidiary, (g) each Receivables Entity, (h) each Unrestricted Subsidiary, (i) any Subsidiary
that is a special purpose entity, (j) any Subsidiary with respect to which Agent and the Administrative Borrower reasonably
agree that the cost of guaranteeing the Secured Obligations outweighs the value afforded thereby, and (k) any Subsidiary for
which the provision of a Guarantee would result in a material adverse Tax or regulatory consequence to the US Borrowers or one
of their respective Subsidiaries, a material adverse Tax or regulatory consequence to the UK Borrowers or one of their respective
Subsidiaries or a material adverse Tax or regulatory consequence to the Canadian Borrowers or one of their respective Subsidiaries,
as applicable (in each case as reasonably determined by the Administrative Borrower in consultation with Agent); provided,
that no Subsidiary shall be an Excluded Subsidiary to the extent it is required to be or becomes a guarantor of the 2023 Senior
Secured Notes or the 2025 Senior Secured Notes. Notwithstanding the foregoing (and for the avoidance of doubt), if any entity shall
be considered an “Excluded Subsidiary” under this definition as a result of costs or adverse tax consequences, in each
case, under Section 956 of the Code, such entity shall be an Excluded Subsidiary solely with respect to the guarantee of Secured
Obligations of US Loan Parties, and not in respect of any other Secured Obligations except to the extent that it would otherwise
be treated as an Excluded Subsidiary pursuant to this definition.


 


“Excluded
Swap Obligation”: with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that all or a portion
of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap
Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of
the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s
failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and
the regulations thereunder or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such
Guarantor as specified in any agreement between the relevant Loan Parties and hedge counterparty applicable to such Swap Obligations,
and agreed by Agent. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply
only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is or becomes
illegal.


 






    39


     


    

 






“Excluded
Taxes”: with respect to Agent, any Lender, any Fronting Bank or any other recipient of a payment to be made by or on
behalf of any Loan Party on account of any Obligation, (a) Taxes imposed on or measured by its net income (however denominated),
and franchise taxes imposed on it (i) by a jurisdiction (or any political subdivision thereof) as a result of the recipient
being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office
located in the jurisdiction imposing such Tax or (ii) as the result of any other present or former connection between such
recipient and the jurisdiction imposing such tax (other than connections arising from such recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit
or Loan Document); (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction
in which such recipient has a branch; (c) in the case of a Foreign Lender (other than in the case of an assignee pursuant
to a request by any Borrower under Section 3.8 or Section 12.3.4) with a Loan or Revolver Commitment to
a US Borrower, any United States federal withholding tax that is imposed on amounts payable to such Foreign Lender pursuant to
laws in force at the time such Foreign Lender becomes a Lender (or designates a new Lending Office) hereunder, except that taxes
in this clause (c) shall not include (i) additional withholding tax that may be imposed on amounts payable to
a Foreign Lender after the time such Foreign Lender becomes a party to this Agreement (or designates a new Lending Office), as
a result of a Change in Tax Law after such time or (ii) any amount with respect to withholding tax that such Foreign Lender
(or its assignor, if any) was previously entitled to receive pursuant to Section 5.8 of this Agreement, if any, with
respect to such withholding tax at the time such Foreign Lender designates a new Lending Office (or at the time of the assignment);
(d) any United States withholding tax imposed under FATCA; (e) any withholding tax that is attributable to such recipient’s
failure (other than as a result of a Change in Tax Law) to comply with Section 5.9 other than Sections 5.9.3,
5.9.4 and 5.9.6; or (f) in the case of a Lender with a Loan or Revolver Commitment to a Canadian Borrower, any
Canadian federal withholding tax arising as a result of the recipient (i) not dealing at arm’s length (within the meaning
of the Income Tax Act (Canada)) with a Loan Party, or (ii) being a “specified non-resident shareholder” of a Loan
Party or being a non-resident person not dealing at arm’s length with a “specified shareholder” of a Loan Party
(in each case within the meaning of the Income Tax Act (Canada)), in each case, excluding any non-arm’s length or “specified
non-resident shareholder” relationship that is attributable solely to such recipient having executed, delivered, become a
party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in
any other transaction pursuant to or enforced any Loan Document.


 


“Existing
Appraisals and Field Exams”: Existing Mobile Mini Appraisals and Field Exams and Existing WS Appraisals and Field Exams.


 


“Existing
Borrowing Base Certificate”: a certificate, executed by a Senior Officer of the Administrative Borrower, in the form
of Exhibit M, which reflects (a) the borrowing base of MMI and its Subsidiaries under the Existing Mobile Mini
Credit Agreement, as if such Existing Mobile Mini Credit Agreement were still in effect, (b) the Canadian borrowing base of
those Canadian Subsidiaries of the Administrative Borrower that were Canadian Subsidiaries of the Administrative Borrower prior
to the Closing Date under the Existing WS Credit Agreement, as if such Existing WS Credit Agreement were still in effect, and (c) the
US borrowing base of the Administrative Borrower and its US Subsidiaries that were its US Subsidiaries prior to the Closing Date
under the Existing WS Credit Agreement, as if such Existing WS Credit Agreement were still in effect.


 






    40


     


    

 


“Existing
Canadian Letter of Credit”: as defined in Section 2.2.1(e).


 


“Existing
Letters of Credit”: collectively, the Existing Canadian Letters of Credit, the Existing US Letters of Credit and the
Existing UK Letters of Credit.


 


“Existing
Mobile Mini Appraisals and Field Exams”: (i) the equipment appraisal with respect to MMI and its Subsidiaries dated
January 22, 2020, (ii) the machinery and equipment appraisal with respect to MMI and its Subsidiaries dated January 22,
2020 and (iii) the field exam with respect to MMI and its Subsidiaries dated September 26, 2019.


 


“Existing
Mobile Mini Credit Agreement”: as defined in the definition of “Debt Repayment”.


 


“Existing
Mobile Mini Notes”: as defined in the definition of “Debt Repayment”.


 


“Existing
UK Letter of Credit”: as defined in Section 2.3.1(e).


 


“Existing
US Letter of Credit”: as defined in Section 2.4.1(e).


 


“Existing
WS Appraisals and Field Exams”: collectively, (i) the equipment appraisal with respect to Parent and its Subsidiaries
dated January 16, 2020 and (ii) the field exam with respect to Parent and its Subsidiaries dated January 15, 2020.


 


“Existing
WS Credit Agreement”: as defined in the definition of “Debt Repayment”.


 


“Extended
Tranche”: as defined in Section 2.1.8(a).


 


“Extending
Lender”: as defined in Section 2.1.8(a).


 


“Extension
Offer”: as defined in Section 2.1.8(a).


 


“Extraordinary
Expenses”: all costs, reasonable and documented out-of-pocket expenses or advances that Agent may incur during the continuance
of an Event of Default, or during the pendency of any Insolvency Proceeding of any Loan Party or any Restricted Subsidiary, including
those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation
or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration
or other proceeding (whether instituted by or against Agent, any Fronting Bank, any Lender, any Loan Party, any representative
of creditors of any Loan Party or any other Person) in any way relating to any Collateral (including the validity, perfection,
priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations,
including any lender liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of Agent
in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect
to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any modification, waiver, workout,
restructuring or forbearance with respect to any Loan Documents or Obligations; and (g) Protective Advances. Such costs, expenses
and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees,
appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental
study fees, wages and salaries paid to employees of any Loan Party or independent contractors in liquidating any Collateral, travel
expenses, receivers’ and managers’ fees and legal fees (which shall be limited to the reasonable fees, disbursements
and other charges of one primary counsel and one local counsel in each appropriate state, province or foreign jurisdiction for
Agent).


 






    41


     


    

 


“Facility
Termination Date”: the Multicurrency Facility Commitment Termination Date and/or US Facility Commitment Termination Date,
as the context may require.


 


“Facilities”:
collectively, (a) the Multicurrency Facility and (b) the US Facility and “Facility” means either of
the foregoing.


 


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


 


“FATCA Deduction”:
means a deduction or withholding from a payment under a Finance Document required by FATCA.


 


“Federal Funds
Rate”: (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal
Reserve System on the applicable day (or the preceding Business Day, if the applicable day is not a Business Day), as published
by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is published on the next Business
Day, the average rate (rounded up, if necessary, to the nearest 1/8 of 1%) charged to Bank of America on the applicable day on
such transactions, as determined by Agent; provided, that in no event shall such rate be less than zero.


 


“Fee Letter”:
the Sixth Amended and Restated Fee Letter dated May 26, 2020 among Parent and each of the Joint Lead Arrangers party thereto.


 


“Financial
Covenant Test Event”: Specified Excess Availability shall, on any day, be less than the greater of (A) 10% of the
Line Cap and (B) $240,000,000, provided, that, if the Financial Covenant Test Event has occurred, such Financial Covenant
Test Event shall continue until such time as Specified Excess Availability shall have thereafter exceeded the greater of (x) 10%
of the Line Cap and (y) $240,000,000 for at least twenty (20) consecutive calendar days, at which time the Financial Covenant
Test Event shall be deemed to be over.


 


“Financial
Performance Covenant”: as defined in Section 10.2.


 


“Financial
Support Direction”: a financial support direction issued by the Pensions Regulator in the UK under Section 43 of
the Pensions Act 2004 of the United Kingdom.


 


“Floating
Rate Loan”: a Base Rate Loan or a Canadian Prime Rate Loan.


 






    42


     


    

 


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


 


“FLSA”:
the Fair Labor Standards Act of 1938.


 


“Foreign Lender”:
(a) with respect to each Borrower that is a US Person, each Lender or Fronting Bank that is not a US Person, and (b) with
respect to each Borrower that is not a US Person, each Lender or Fronting Bank that is resident or organized under the laws of
a jurisdiction other than that in which such Borrower is resident for tax purposes.


 


“Foreign Plan”:
any employee benefit plan, fund or other similar program maintained or established by a Loan Party or any of its Subsidiaries outside
of the US or Canada primarily for the benefit of employees of any Loan Party or any of its Subsidiaries residing outside of the
US or Canada, other than any state social security arrangements, which plan, fund or other similar program provides, or results
in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment,
and which is not subject to ERISA, the Code or the PBA.


 


“Fronting
Bank”: (a) a Canadian Fronting Bank (b) a UK Fronting Bank, and/or (c) a US Fronting Bank, as the context
requires, and shall include, with respect to any Existing Letter of Credit, the issuer of such Existing Letter of Credit.


 


“Fronting
Bank Indemnitees”: (a) Canadian Fronting Bank Indemnitees, (b) UK Fronting Bank Indemnitees, and/or (c) US
Fronting Bank Indemnitees, as the context requires.


 


“FSCO”:
the Financial Services Commission of Ontario or like body in Canada or in any other province or territory or jurisdiction of Canada
with whom a Canadian Pension Plan is required to be registered in accordance with Applicable Law and any other Governmental Authority
succeeding to the functions thereof.


 


“Full Payment”:
with respect to any Secured Obligations (other than (i) Secured Bank Product Obligations, (ii) reimbursement obligations
for which no claim has been made and (iii) contingent indemnity claims), (a) the full cash payment thereof in the applicable
currency required hereunder, including any interest and documented fees and other charges accruing during an Insolvency Proceeding
(including such amount that would have accrued or arisen but for the commencement of such Insolvency Proceeding), whether or not
a claim for such post-petition interest, fees or other charges is allowed in such proceeding; and (b) if such Obligations
are LC Obligations, the Cash Collateralization thereof (or delivery of a standby letter of credit acceptable to the related Fronting
Bank in its discretion, in the amount of required Cash Collateral). No Revolver Loans shall be deemed to have been paid in full
until all Revolver Commitments related to such Revolver Loans have expired or been terminated.


 






    43


     


    

 


“GAAP”:
generally accepted accounting principles in effect in the United States from time to time, provided, that (i) in no
event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an
operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842,
Leases and (ii) for the avoidance of doubt, all lease liabilities related to operating leases shall not constitute Indebtedness
and all payments under and in respect of operating leases shall not constitute Consolidated Fixed Charges.


 


“General Intangibles”:
as defined in the UCC (and/or with respect to any General Intangible of a Canadian Loan Party, an “intangible” as defined
in the PPSA) or any other Applicable Law, as applicable.


 


“Governmental
Approval”: all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required
reports to, all Governmental Authorities.


 


“Governmental
Authority”: any federal, state, provincial, territorial, municipal, foreign or other governmental department, agency,
commission, board, bureau, court, tribunal, instrumentality, political subdivision, authority, corporation or body, regulatory
or self-regulatory organization or other entity or officer exercising executive, legislative, judicial, statutory, regulatory or
administrative functions for or pertaining to any government or court (including any supranational bodies such as the European
Union), in each case whether it is or is not associated with Canada, the United Kingdom, the United States or any state, province,
district or territory thereof, or any other foreign entity or government.


 


“Guarantee”:
each guarantee agreement including the guarantee under Section 5.10 of this Agreement executed by a Guarantor in favor
of Agent guaranteeing all or any portion of the Secured Obligations.


 


“Guarantee
Obligations”: as to any Person, any obligation of such Person guaranteeing or intended to guarantee, or having the economic
effect of guaranteeing, any Indebtedness or other obligations of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase or pay
any such Indebtedness or other obligations or any property constituting direct or indirect security therefor, (b) to advance
or supply funds (i) for the purchase or payment of any such Indebtedness or other obligations or (ii) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to
purchase property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability
of the primary obligor to make payment of such Indebtedness or other obligations or (d) otherwise to assure or hold harmless
the owner of such Indebtedness or other obligations against loss in respect thereof; provided, however, that the
term “Guarantee Obligations” shall not include endorsements of instruments for deposit or collection in the
Ordinary Course of Business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in
connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations of the Unit
Subsidiary and other than such obligations with respect to Indebtedness). The amount of any Guarantee Obligation (other than in
respect of the Secured Obligations) shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness
or other obligations in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person
in good faith.


 






    44


     


    

 


“Guarantor
Payment”: as defined in Section 5.10.3(b).


 


“Guarantors”:
Canadian Guarantors, UK Guarantors, US Guarantors and each other Person who guarantees payment or performance of any Secured Obligations.


 


“Hazardous
Materials”: (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde
foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls,
and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances”,
 “hazardous waste”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous
waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants”,
or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance which
is prohibited, limited or regulated as harmful or deleterious by any Environmental Law.


 


“Hedge Agreement”:
an Interest Rate Agreement, Currency Agreement, Commodity Agreement or other swap or hedging agreement entered into in the ordinary
course of any Borrower’s or any of its Restricted Subsidiaries’ businesses.


 


“HMT”:
Her Majesty’s Treasury of the United Kingdom.


 


“Holdings”:
as defined in the preamble to this Agreement.


 


“IFRS”:
International Financial Reporting Standards, as adopted by the International Accounting Standards Board and/or the European Union,
as in effect from time to time, provided, that (i) in no event shall any lease be deemed a capital lease for purposes
of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with IFRS prior to
giving effect to the IFRS 16 and (ii) for the avoidance of doubt, all lease liabilities related to operating leases shall
not constitute Indebtedness and all payments under and in respect of operating leases shall not constitute Consolidated Fixed Charges.


 


“Increase
Date”: as defined in Section 2.1.9(c).


 


“Indebtedness”:
with respect to any Person shall mean (a) all indebtedness of such Person for borrowed money and all obligations of such Person
evidenced by bonds, debentures notes, loan agreements or other similar instruments, (b) the deferred purchase price of assets
or services, (c) the face amount of all letters of credit issued for the account of such Person and, without duplication,
all drafts drawn thereunder, (d) all Indebtedness of a Person of the type described in clauses (a), (b), (c),
(e), (f) and (g) of this definition secured by any Lien on any property owned by such Person, whether
or not such Indebtedness has been assumed (limited to the lesser of the principal amount of such Indebtedness and the fair market
value of the property subject to such Lien as determined by the Administrative Borrower in good faith), (e) all Capitalized
Lease Obligations of such Person, (f) all net obligations of such Person under interest rate swap, cap or collar agreements,
interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity price protection
agreements or other commodity price hedging agreements and other similar agreements (but taking into account only the mark-to-market
value or, if any actual amount is due as a result of the termination or close-out of such transaction, that amount); and (g) without
duplication, all Guarantee Obligations of such Person; provided that Indebtedness shall not include (i) trade payables
and accrued expenses, in each case arising in the Ordinary Course of Business, (ii) deferred or prepaid revenue, (iii) purchase
price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations
of the respective seller; and (iv) indebtedness of any Parent Entity of WS International appearing on the consolidated balance
sheet of WS International by reason of push-down accounting under GAAP.


 






    45


     


    

 


“Indemnified
Taxes”: Taxes other than Excluded Taxes and Other Taxes.


 


“Indemnitees”:
Agent Indemnitees, Lender Indemnitees, Fronting Bank Indemnitees and Bank of America Indemnitees.


 


“Information”:
as defined on Section 13.12.


 


“Initial Borrowers”:
each of those entities on Schedule 1 identified as an Initial Borrower.


 


“Initial Canadian
Borrowers”: each of those entities on Schedule 1 identified as an Initial Canadian Borrower.


 


“Initial Canadian
Guarantors”: each of those entities on Schedule 1 identified as an Initial Canadian Guarantor.


 


“Initial Guarantors”:
each of those entities on Schedule 1 identified as an Initial Guarantor.


 


“Initial UK
Borrowers”: each of those entities on Schedule 1 identified as an Initial UK Borrower.


 


“Initial UK
Guarantors”: each of those entities on Schedule 1 identified as an Initial UK Guarantor.


 


“Initial US
Borrowers”: each of those entities on Schedule 1 identified as an Initial US Borrower.


 


“Initial US
Guarantors”: each of those entities on Schedule 1 identified as an Initial US Guarantor.


 


“Insolvency
Proceeding”: (i) any case or proceeding, application, meeting convened, resolution passed, proposal, corporate action
or any other proceeding commenced by or against a Person under any state, provincial, territorial, federal or foreign law for,
or any agreement of such Person to, (a) the entry of an order for relief under the US Bankruptcy Code, or any other steps
being taken under any other insolvency, debtor relief, bankruptcy, receivership, debt adjustment law or other similar law (whether
state, provincial, territorial, federal or foreign), including the Bankruptcy and Insolvency Act (Canada), the CCAA, the Winding-Up
and Restructuring Act (Canada) and the UK Insolvency Act; (b) the appointment of a Creditor Representative for such Person
or any part of its Property; (c) an assignment or trust mortgage for the benefit of creditors; (d) the winding-up or
strike off of the Person; and/or (e) a suspension of payment, moratorium of any debts, official assignment, composition or
arrangement with a Person’s creditors; and (ii) in the case of a UK Loan Party, any corporate action, legal proceedings
or other procedure commenced or other step taken (including the making of an application, the presentation of a petition, the filing
or service of a notice or the passing of a resolution) in relation to (A) such UK Loan Party being adjudicated or found insolvent,
(B) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization
(by way of voluntary arrangement, scheme of arrangement, restructuring plan or otherwise) of such UK Loan Party other than a solvent
liquidation or reorganization of such UK Loan Party, the terms of which have been previously approved in writing by Agent, (C) a
composition, assignment or arrangement with any class of creditors of such UK Loan Party or (D) the appointment of a liquidator,
trustee in bankruptcy, receiver, administrator, administrative receiver, compulsory manager, monitor or other similar officer in
respect of such UK Loan Party or any of its assets.


 






    46


     


    

 


“Intellectual
Property Security Agreements”: each trademark security agreement, patent security agreement and copyright security agreement,
substantially in the forms attached as exhibits to the US Security Agreement, required to be executed and delivered by a US Loan
Party under the terms of the US Security Agreement.


 


“Intercompany
Note”: an intercompany promissory note, duly executed and delivered substantially in the form of Exhibit L
(or such other form as shall be reasonably satisfactory to Agent), with blanks completed in conformity herewith.


 


“Intercreditor
Agreement”: that certain Intercreditor Agreement dated as of the Closing Date among Agent, Deutsche Bank Trust Company
Americas, in its capacity as Initial Second Lien Representative and Initial Second Lien Collateral Agent, Deutsche Bank Trust Company
Americas, in its capacity as the 2018 Additional Second Lien Representative and the 2018 Additional Second Lien Collateral Agent
(as those terms are defined therein) and acknowledged and agreed to by the Loan Parties substantially in the form of Exhibit J
as the same may be amended, supplemented or otherwise modified from time to time.


 


“Interest
Coverage Ratio”: for any Test Period, and subject to Section 1.7, the ratio of (a) Consolidated EBITDA
for such Test Period to (b) to the extent paid in cash during such Test Period, Consolidated Interest Expense for such Test
Period.


 


“Interest
Period”: as defined in Section 3.1.4.


 


“Interest
Period Loan”: a Canadian BA Rate Loan or a LIBOR Loan.


 


“Interest
Rate Agreement”: any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate
exposure associated with any Borrower’s and its Subsidiaries’ operations and not for speculative purposes.


 


“Inventory”:
as defined in the UCC, the PPSA or any other Applicable Law, as applicable, and in any event including all goods intended for sale,
lease, display or demonstration; all goods provided under a contract for services; all work in process; and all raw materials,
and other materials and supplies of any kind that are or could be used in connection with the manufacture, transformation, printing,
packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in a Loan Party’s
business (but excluding Rental Equipment).


 






    47


     


    

 


“Investment”:
for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of Stock, other Equity
Interests, bonds, notes, debentures, partnership or other ownership interests, debt instruments convertible into Equity Interests
or other securities of any other Person (including any “short sale” or any sale of any securities at a time when such
securities are not owned by the Person entering into such sale); (b) the making of any advance, loan or other extension of
credit or capital contribution (including contribution to reserves) to, investment in, or assumption of debt of, any other Person
(including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell
such property to such Person); (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets
of another Person that constitute a business unit or all or a substantial part of the business of, such Person; or (d) the
entering into of any guarantee of, or other contingent obligation with respect to, Indebtedness of another Person.


 


“IRS”:
the United States Internal Revenue Service.


 


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


 


“Joint Lead
Arrangers”: BofA Securities, Inc.; Deutsche Bank Securities Inc.; JPMorgan Chase Bank, N.A.; ING Capital LLC; BBVA
USA; Bank of the West; PNC Capital Markets LLC; MUFG Union Bank, N.A.; M&T Bank; and NYCB Specialty Finance Company, LLC in
their respective capacities as joint lead arrangers and joint bookrunners hereunder, and BMO Capital Markets Corp., in its capacity
as joint bookrunner hereunder.


 


“Junior Debt”:
any Indebtedness of a Loan Party or Restricted Subsidiary permitted hereunder that is unsecured, is secured by a Lien on a junior
basis to the Liens securing the Secured Obligations or is Subordinated Indebtedness.


 


“LC Conditions”:
the Canadian LC Conditions, the UK LC Conditions and/or the US LC Conditions, as applicable.


 


“LC Document”:
any of the Canadian LC Documents, the UK LC Documents and/or the US LC Documents, as the context requires.


 


“LC Obligations”:
the Canadian LC Obligations, the UK LC Obligations and/or the US LC Obligations, as the context requires.


 


“LCT Dividend
Reserve”: as defined in Section 1.8.


 


“LCT Election”:
as defined in Section 1.8.


 


“LCT Test
Date”: as defined in Section 1.8.


 


“Lender Indemnitees”:
Lenders (including, for the avoidance of doubt, any applicable branches thereof), Affiliates of Lenders and their respective officers,
directors, members, partners, employees, agents, advisors and other representatives.


 


“Lenders”:
as defined in the preamble to this Agreement, including (a) Bank of America and its Affiliates and branches in their respective
capacities as the Canadian Swingline Lender, the UK Swingline Lender and the US Swingline Lender, (b) each Revolver Lender
listed on Schedule 2.1.1(a) or Schedule 2.1.1(b) as of the date hereof and (c) where applicable, any
Fronting Bank and any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Acceptance.


 






    48


     


    

 


“Lending Office”:
the office designated as such by the Applicable Lender at the time it becomes party to this Agreement or thereafter by notice to
Agent and the Administrative Borrower.


 


“Letter-of-Credit
Right”: as defined in the UCC, and in any event shall mean a right to payment or performance under a letter of credit,
whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance.


 


“Letters of
Credit”: the Canadian Letters of Credit, the UK Letters of Credit and/or the US Letters of Credit, as the context requires.
Letters of Credit include the Existing Letters of Credit.


 


“LIBOR”:
the per annum rate of interest, determined by Agent at or about 11:00 a.m. (London time) two Business Days prior to commencement
of an Interest Period, for a term comparable to such Interest Period, equivalent to the London interbank offered rate administered
by ICE Benchmark Administration Limited for the applicable currency, or comparable or successor rate approved by Agent in consultation
with the Administrative Borrower, as published on the LIBOR Screen Rate; provided, that any such comparable or successor
rate shall be applied by Agent, if administratively feasible, in a manner consistent with market practice. If the Board of Governors
imposes a Reserve Percentage with respect to LIBOR deposits in Dollars, then LIBOR for Dollars shall be the foregoing rate, divided
by 1 minus the Reserve Percentage. In no event shall LIBOR be less than zero.


 


“LIBOR Loan”:
Revolver Loans having a common currency that bear interest based on LIBOR and have a common length and commencement of Interest
Period; provided, however, that a Canadian Base Rate Loan bearing interest as set forth in clause (c) of
the definition of Canadian Base Rate or a US Base Rate Loan bearing interest as set forth in clause (c) of the definition
of US Base Rate or a UK Base Rate Loan, shall not, in each case, constitute a LIBOR Loan.


 


“LIBOR Screen
Rate”: means the LIBOR quote on the applicable screen page Agent designates to determine LIBOR (or such other commercially
available source providing such quotations as may be designated by Agent from time to time).


 


“LIBOR Successor
Rate”: has the meaning specified in Section 3.6(b).


 


“LIBOR Successor
Rate Conforming Changes”: means, with respect to any proposed LIBOR Successor Rate for an applicable currency, any conforming
changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of
interest and other technical, administrative or operational matters as may be appropriate, in the discretion of Agent, to reflect
the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by Agent in a manner substantially
consistent with market practice for such applicable currency (or, if Agent determines that adoption of any portion of such market
practice for such applicable currency is not administratively feasible or that no market practice for the administration of such
LIBOR Successor Rate for such applicable currency exists, in such other manner of administration as Agent determines is reasonably
necessary in connection with the administration of this Agreement).


 






    49


     


    

 


“Lien”:
any mortgage, pledge (including, without limitation, disclosed, undisclosed, possessory and non-possessory), security interest,
hypothecation, assignment, statutory trust, deemed trust, privilege, lien, charge, bailment or similar encumbrance, whether statutory,
based on common law, contract or otherwise, and including any option or agreement to give any of the foregoing, any filing of or
agreement to give any financing statement under the Uniform Commercial Code or PPSA (or equivalent statutes) of any jurisdiction
to evidence any of the foregoing, any conditional sale or other title retention agreement, any reservation of ownership or any
lease in the nature thereof.


 


“Limited Condition
Transaction”: any Permitted Acquisition or other similar Investment, irrevocable debt repurchase, repayment or redemption,
or Dividend (including, in each case, the incurrence of any Indebtedness contemplated or incurred in connection therewith), in
each case, permitted hereunder by a Borrower or one or more of its Restricted Subsidiaries whose consummation is not conditioned
on the availability of, or on obtaining, third party financing.


 


“Line Cap”:
at any time, the lesser of (i) the aggregate Revolver Commitments and (ii) the aggregate Borrowing Base.


 


“Loan”:
a Revolver Loan and/or Swingline Loan, as the context requires.


 


“Loan Account”:
as defined in Section 5.7.1.


 


“Loan Documents”:
this Agreement, the Other Agreements and the Security Documents.


 


“Loan Parties”:
the Canadian Loan Parties, the UK Loan Parties, and the US Loan Parties, collectively, and “Loan Party” means
any of the Loan Parties, individually. For the avoidance of doubt, except to the extent provided in clause (d) of the
definition of Excluded Subsidiary, no Excluded Subsidiary shall be a Loan Party hereunder.


 


“Loan Party
Group”: a group consisting of (a) the Non-US Loan Parties or (b) the US Loan Parties, as the context requires.


 


“Loan Party
Group Obligations”: with respect to (a) all Non-US Loan Parties, the Canadian Obligations and the UK Obligations
and (b) all US Loan Parties, the US Obligations.


 


“Local Time”:
prevailing Eastern time in the United States (or, (i) with respect to UK Base Rate Loans, prevailing time in London, England
and (ii) with respect to Section 4.1.1, prevailing time in Phoenix, Arizona).


 


“Market Capitalization”:
shall mean an amount equal to (i) the total number of issued and outstanding shares of common (or common equivalent) Equity
Interests of Holdings or a Parent Entity on the date of the declaration of the relevant Dividend multiplied by (ii) the arithmetic
mean of the closing prices per share of the common (or common equivalent) Equity Interests on the principal securities exchange
on which such common (or common equivalent) Equity Interests are traded for 30 consecutive trading days immediately preceding the
date of declaration of such Dividend.


 






    50


     


    

 


“Master Lease
Agreements”: any lease agreement between a US Loan Party and the Unit Subsidiary pursuant to which Non-Certificated Units
from time to time held by the Unit Subsidiary are leased to another US Loan Party.


 


“Material
Adverse Effect”: a material adverse effect on (a) the operations, business, assets, properties or financial condition
of the Borrowers, the Guarantors and their respective Subsidiaries, taken as a whole; (b) the rights and remedies of Agent,
any Fronting Bank or any Lender under any of the Loan Documents or (c) the ability of the Borrowers or the Guarantors, taken
as a whole, to perform the payment obligations of the Borrowers or the Guarantors under any of the Loan Documents to which a Borrower
or a Guarantor is a party.


 


“Material
Real Estate”: subject to the proviso in Section 9.1.12(e), any parcel of Real Estate located in the United
States and owned in fee simple by any US Loan Party with a fair market value in excess of $25,000,000.


 


“Material
Subsidiary”: at any date of determination, each Restricted Subsidiary of WS International (a) whose total assets
(other than intercompany receivables) at the last day of the Test Period ending on the last day of the most recent fiscal period
for which financial statements have been delivered pursuant to clause (a) or (b) of Section 9.1.1
were equal to or greater than 2.5% of the Consolidated Total Assets of WS International and its Restricted Subsidiaries at such
date or (b) whose gross revenues (other than revenues generated from sales to WS International or any Restricted Subsidiary)
for such Test Period were equal to or greater than 2.5% of the consolidated gross revenues of WS International and its Restricted
Subsidiaries for such period, in each case determined in accordance with GAAP; provided, that in the event that the Consolidated
Total Assets or gross revenues as at such date or for such period of WS International’s Restricted Subsidiaries that are
not Material Subsidiaries, taken together, comprise more than 7.5% of Consolidated Total Assets of WS International and its Restricted
Subsidiaries as at such date or more than 7.5% of gross revenues of WS International and its Restricted Subsidiaries for such period,
the Administrative Borrower will designate one or more of such Restricted Subsidiaries to be a Material Subsidiary as may be necessary
such that the foregoing 7.5% limits shall not be exceeded, and any such Restricted Subsidiary shall thereafter be deemed to be
a Material Subsidiary. Notwithstanding the foregoing, each Borrower shall at all times be deemed to be a Material Subsidiary.


 


“Maturity
Reserve”: a Reserve with respect to any Indebtedness of a Loan Party or any Restricted Subsidiary with a principal amount
in excess of $100,000,000 that remains outstanding as of the date that is 91 days prior to the maturity date of such Indebtedness,
provided that the amount of such Reserve shall be no more than the aggregate principal amount of such Indebtedness. The
maximum amount of the Maturity Reserve with respect to any such Indebtedness is the aggregate principal amount of such Indebtedness
as of the date that is 91 days prior to the maturity date of such Indebtedness (or such lesser amount as Agent may agree). The
Maturity Reserve with respect to any such Indebtedness shall become effective no earlier than the 91st day prior to
the maturity date of such Indebtedness.


 


“Maximum Multicurrency
Facility Amount”: on any date of determination, the Multicurrency Facility Commitments on such date (after giving effect
to (i) any reductions in the Multicurrency Facility Commitments pursuant to Section 2.1.3, (ii) any Reallocation
pursuant to Section 2.1.6 and/or (iii) any Multicurrency Facility Commitment Increase made pursuant to
and in accordance with Section 2.1.9(a)).


 






    51


     


    

 


“Maximum Revolver
Facility Amount”: the sum of (a) Maximum Multicurrency Facility Amount and (b) Maximum US Facility Amount.


 


“Maximum US
Facility Amount”: on any date of determination, the aggregate US Facility Commitments on such date (after giving effect
to (i) any reductions in the US Facility Commitments pursuant to Section 2.1.3, (ii) any Reallocation pursuant
to Section 2.1.6 and/or (iii) any US Facility Commitment Increase made pursuant to and in accordance with
Section 2.1.9(b)).


 


“Minimum Extension
Condition”: as defined in Section 2.1.8(b).


 


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


 


“Moody’s”:
Moody’s Investors Service, Inc., and its successors.


 


“Mortgage”:
each mortgage, deed of trust or deed to secure debt pursuant to which any US Loan Party grants to Agent, for the benefit of Secured
Parties, Liens upon the Material Real Estate owned by such US Loan Party, as security for the applicable Secured Obligations.


 


“Multicurrency
Facility”: the credit facility provided by the Multicurrency Facility Lenders to the Borrowers hereunder.


 


“Multicurrency
Facility Availability”: as of any date of determination, the difference between:


 


(a)            the
lesser of (i) the Multicurrency Facility Commitments and (ii) the Multicurrency Facility Borrowing Base as of such date
of determination, minus


 


(b)            the
Dollar Equivalent of the principal balance of all Multicurrency Facility Loans and all Multicurrency LC Obligations as of such
date of determination (other than, if no Event of Default exists, those constituting charges owing to any Canadian Fronting Bank
or UK Fronting Bank).


 


“Multicurrency
Facility Borrowing Base”: collectively, (a) the Canadian Borrowing Base, (b) the UK Borrowing Base and (c) the
US Borrowing Base; provided that for purposes of determining the Multicurrency Facility Borrowing Base, the US Borrowing
Base shall be deemed to be reduced by the amount of the Total US Facility Exposure.


 


“Multicurrency
Facility Commitment”: for any Multicurrency Facility Lender, its obligation to make Multicurrency Facility Loans to the
Borrowers and to participate in Multicurrency LC Obligations up to the maximum principal amount shown on Schedule 2.1.1(a),
or, in the case of any Additional Multicurrency Facility Lender, up to the maximum principal amount indicated on the joinder agreement
executed and delivered by such Additional Multicurrency Facility Lender pursuant to Section 2.1.9(c)(iv) or as
hereafter determined pursuant to each Assignment and Acceptance to which it is a party, as such Multicurrency Facility Commitment
may be adjusted from time to time in accordance with the provision of Sections 2.1.3, 2.1.9 or 10.1.


 






    52


     


    

 


“Multicurrency
Facility Commitment Increase”: as defined in Section 2.1.9(a).


 


“Multicurrency
Facility Commitment Termination Date”: the earliest of (a) the Revolver Facility Termination Date, (b) the
date on which the Administrative Borrower terminates or reduces to zero all of the Multicurrency Facility Commitments pursuant
to Section 2.1.3(a), and (c) the date on which the Multicurrency Facility Commitments are terminated pursuant
to Section 10.1. From and after the Multicurrency Facility Commitment Termination Date, the Borrowers shall no longer
be entitled to request a Multicurrency Commitment Increase pursuant to Section 2.1.9 hereof.


 


“Multicurrency
Facility Lender”: each Lender that has a Multicurrency Facility Commitment (including each Additional Multicurrency Facility
Lender ) and each other Lender that acquires an interest in the Multicurrency Facility Loans and/or Multicurrency LC Obligations
pursuant to an Assignment and Acceptance.


 


“Multicurrency
Facility Loan”: (i) a Revolver Loan made by Multicurrency Facility Lenders to a Borrower pursuant to Section 2.1.1(a),
which Revolver Loan shall, (a) if denominated in Canadian Dollars, be borrowed by a Canadian Borrower and be either a Canadian
Prime Rate Loan or Canadian BA Rate Loan, (b) if denominated in Dollars and (x) borrowed by a Canadian Borrower, be either
a Canadian Base Rate Loan or LIBOR Loan, (y) borrowed by a UK Borrower, be either a UK Base Rate Loan or LIBOR Loan or (z) borrowed
by a US Borrower, be either a US Base Rate Loan or LIBOR Loan or (c) if denominated in Euros or Pounds Sterling, be borrowed
by a UK Borrower and be a LIBOR Loan, in each case as selected by the Administrative Borrower, (ii) each Canadian Swingline
Loan, (iii) each UK Swingline Loan, (iv) each Multicurrency Overadvance Loan, and (v) each Multicurrency Protective
Advance.


 


“Multicurrency
Facility Note”: the promissory notes, if any, executed by Borrowers in favor of each Multicurrency Facility Lender to
evidence the Multicurrency Facility Loans funded from time to time by such Multicurrency Facility Lender, which shall be substantially
in the form of Exhibit B-1 to this Agreement or such other form as Agent may agree, together with any replacement or
successor notes therefor.


 


“Multicurrency
Facility Obligations”: all Obligations of the Loan Parties pertaining to Multicurrency Facility Commitments, Multicurrency
Facility Loans borrowed by any Borrower, Canadian LC Obligations and UK LC Obligations (including, for the avoidance of doubt,
any guarantees in respect thereof).


 


“Multicurrency
LC Obligations”: collectively, the Canadian LC Obligations and the UK LC Obligations.


 


“Multicurrency
Overadvance”: as defined in Section 2.1.4(a).


 


“Multicurrency
Overadvance Loan”: a Loan made to a Borrower when a Multicurrency Overadvance exists or is caused by the funding thereof.


 


“Multicurrency
Protective Advances”: as defined in Section 2.1.5(a).


 






    53


     


    

 


“Multicurrency
Secured Parties”: Agent, any Canadian Fronting Bank, any UK Fronting Bank, the Multicurrency Facility Lenders and the
Secured Bank Product Providers of Bank Products to Canadian Loan Parties or UK Loan Parties, and the other Secured Parties that
are the holders of, or beneficiaries of, any Guarantee of any Multicurrency Facility Obligations.


 


“Multiemployer
Plan”: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA and subject to Title
IV of ERISA, to which any US Loan Party or ERISA Affiliate domiciled in the US makes or is obligated to make contributions, or
during the preceding five plan years has made or been obligated to make contributions with respect to employees in the US.


 


“Net Orderly
Liquidation Value”: the orderly liquidation value (net of costs and expenses estimated to be incurred in connection with
such liquidation) of the Eligible Rental Equipment or Eligible Machinery and Equipment that is estimated to be recoverable in an
orderly liquidation of such Eligible Rental Equipment or Eligible Machinery and Equipment, as determined from time to time by reference
to the most recent Appraisal. The Net Orderly Liquidation Value percentage shall be, for the purposes of any Borrowing Base calculation
and any category of assets, the fraction, expressed as a percentage (a) the numerator of which is the Net Orderly Liquidation
Value of the aggregate amount of such category of Eligible Rental Equipment or Eligible Machinery and Equipment and (b) the
denominator of which is the net book value of the aggregate amount such category of Eligible Rental Equipment or Eligible Machinery
and Equipment subject to such Appraisal.


 


“New Appraisals
and Field Exams”: the New Mobile Mini Appraisals and Field Exams and/or the New WS Appraisals and Field Exams, as the
context requires.


 


“New Lender”:
each Lender that becomes a party to this Agreement after the Closing Date.


 


“New Loan
Party”: Any Person that executes a supplement or joinder to this Agreement substantially in the form of Exhibit H
and becomes a Loan Party under this Agreement pursuant to Section 9.1.12(a) or (b), Section 9.2.1(b)(ix) or
Section 9.2.3(a).


 


“New Mexican
Units”: Units located in the State of New Mexico on the Closing Date for which a Certificate of Title has been issued
but which are no longer required to be subject to a Certificate of Title under the laws of the State of New Mexico.


 


“New Mobile
Mini Appraisals and Field Exams”: the first appraisals and field exams to be completed after the Closing Date with respect
to the assets of MMI and its Subsidiaries pursuant to Section 9.1.14.


 


“New WS Appraisals
and Field Exams”: the first appraisals and field exams to be completed after the Closing Date with respect to the assets
of Holdings and those Subsidiaries that were its Subsidiaries prior to the Closing Date pursuant to Section 9.1.14.


 


“Non-Bank
Certificate”: as defined in Section 5.9.2.


 


“Non-Certificated
Units”: each Unit that is neither the subject of, nor is required to be the subject of, a Certificate of Title under
the motor vehicle or other applicable statute of the state in which such Unit was located when it was first acquired by any US
Loan Party or any other state where such Unit becomes permanently located while still owned by a US Loan Party.


 






    54


     


    

 


“Non-US Loan
Party”: each Canadian Loan Party and each UK Loan Party, and “Non-US Loan Parties” means all such
Persons, collectively.


 


“Non-US Subsidiary”:
a Subsidiary of Holdings that is not a US Subsidiary.


 


“Notice of
Borrowing”: a Notice of Borrowing to be provided by the Administrative Borrower to request a Borrowing of Loans, in the
form attached hereto as Exhibit D or otherwise in form reasonably satisfactory to Agent and the Administrative Borrower.


 


“Notice of
Conversion/Continuation”: a Notice of Conversion/Continuation to be provided by the Administrative Borrower to request
a conversion or continuation of any Loans as Canadian BA Rate Loans or LIBOR Loans, in the form attached hereto as Exhibit E
or otherwise in form reasonably satisfactory to Agent and the Administrative Borrower.


 


“Obligations”:
all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of the Loan Parties
with respect to Letters of Credit, (c) interest, expenses, fees, indemnification obligations, Extraordinary Expenses and other
amounts payable by the Loan Parties under the Loan Documents and (d) other Indebtedness, obligations and liabilities of any
kind owing by the Loan Parties pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by
a note or other writing, whether allowed or allowable in any Insolvency Proceeding (including, without limitation, any of the foregoing
Obligations described in this definition that would have accrued or arisen but for the commencement of any Insolvency Proceeding
of any Loan Party at the rate provided for in the respective Loan Documents, whether or not a claim for such is allowed or allowable
against such Loan Party in any such proceeding) whether arising from an extension of credit, issuance of a letter of credit, acceptance,
loan, guarantee, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary
or secondary, or joint or several.


 


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


 


“Ordinary
Course of Business”: with respect to any Person, the ordinary course of business of such Person, consistent in all material
respects with past practices or, with respect to actions taken by such Person for which no past practice exists, consistent in
all material respects with past practices of similarly situated companies, and, in each case, determined by such Person in good
faith.


 


“Organizational
Documents”: with respect to any Person, its charter, certificate and/or articles of incorporation, continuation or amalgamation,
bylaws, articles of organization, consolidated articles of association, limited liability agreement, operating agreement, members
agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, memorandum or articles
of association, constitution, voting trust agreement, or similar agreement or instrument governing the formation or operation of
such Person, including, with respect to any UK Loan Party, its “PSC register” (within the meaning of section 790C(10) of
the UK Companies Act 2006).


 






    55


     


    

 


“Original
UK Treaty Lender”: as defined in the definition of “Borrower DTTP Filing”.


 


“Other Agreement”:
each Revolver Note; each LC Document; the Fee Letter; the Intercreditor Agreement; each Intercompany Note; each intercreditor or
any intercompany subordination agreement relating to the Obligations; any amendments, supplements, waivers, reaffirmations, acknowledgements
or other modifications to or of the foregoing; and any other document to which a Loan Party is a party which expressly states that
it is to be treated as a “Loan Document” or “Other Agreement”.


 


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


 


“Other Taxes”:
all present or future stamp, registration or documentary Taxes, intangible, recording, filing or similar Taxes, or any other excise
or property Taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery,
performance, registration or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect
to, any Loan Document except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an
assignment made pursuant to Sections 3.8 and 12.3.4).


 


“Overadvance”:
a Multicurrency Overadvance and/or a US Overadvance, as the context requires.


 


“Overadvance
Loan”: a Multicurrency Overadvance Loan and/or a US Overadvance Loan, as the context requires.


 


“Parent”:
WillScot Corporation, a Delaware corporation.


 


“Parent Entity”:
Parent or a Person that is a direct or indirect parent of Holdings that owns a majority on a fully diluted basis of the economic
and voting interests in Holdings’ Equity Interests.


 


“Participant”:
as defined in Section 12.2.1.


 


“Participant
Register”: as defined in Section 12.2.1.


 


“PATRIOT Act”:
the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
Pub. L. No. 107-56, 115 Stat. 272 (2001).


 






    56


     


    

 


“Payment Condition”:


 


(a)            immediately
after giving effect to the Specified Transaction at issue, either:


 


(i)          (a) as
of the date such Specified Transaction is effected and for each day during the prior 30 consecutive day period (based on daily
Specified Excess Availability for such 30 consecutive day period), pro forma Specified Excess Availability after giving effect
to such Specified Transaction shall be greater than the greater of (i) 10% of the Line Cap and (ii) $240,000,000 and
(b) the Borrowers shall be in compliance with the Financial Performance Covenant (assuming, for the purposes of this determination,
that a Financial Covenant Test Event has occurred) determined as of the most recent Test Period for which financial statements
have been delivered pursuant to clause (a) or (b)(i) of Section 9.1.1 (on a trailing four quarter
basis after giving pro forma effect to such Specified Transaction and each other Specified Transaction requiring pro forma effect
under Section 1.7 that has occurred since the beginning of such four quarter period through the date of such Specified
Transaction for which pro forma effect shall be given pursuant to Section 1.7); or


 


(ii)          as
of the date such Specified Transaction is effected and for each day during the prior 30 consecutive day period (based on daily
Specified Excess Availability for such 30 consecutive day period), pro forma Specified Excess Availability after giving effect
to such Specified Transaction shall be greater than the greater of (i) 15% of the Line Cap and (ii) $360,000,000;


 


(b)            no
Specified Default has occurred and is continuing before or after giving effect to such Specified Transaction; and


 


(c)            with
respect to each Specified Transaction in an amount in excess of $200,000,000, receipt by Agent of a certificate, signed by a Senior
Officer, certifying as to the matters set forth in clauses (a) and (b) above, together with, if requested by Agent, reasonably
detailed relevant financial information in support of such calculations.


 


“Payment Item”:
each check, draft or other item of payment payable to a Loan Party, including those constituting proceeds of any Collateral.


 


“PBA”:
the Pensions Benefits Act (Ontario) or any other Canadian federal or provincial or territorial pension benefit standards
legislation pursuant to which any Canadian Pension Plan is required to be registered.


 


“PBGC”:
the Pension Benefit Guaranty Corporation.


 


“Perfection
Certificate”: a certificate disclosing information regarding the Loan Parties in the form of Exhibit F or
any other form approved by Agent.


 


“Permitted
Acquisition”: the acquisition, by purchase, merger, amalgamation, consolidation or otherwise, by any Borrower or any
of the Restricted Subsidiaries (other than the Unit Subsidiary) of all or substantially all of the assets of, or business line,
unit or division of, another Person or Persons or a majority of the outstanding Stock or other Equity Interest of any Person (or
that increases the Stock or other Equity Interests of such Person held by such Borrower or Restricted Subsidiary), so long as (a) such
acquisition shall result in the issuer of such Stock or other Equity Interests becoming a Restricted Subsidiary and a Guarantor,
to the extent required by, and in accordance with, Section 9.1.12; (b) such acquisition shall result in Agent,
for the benefit of the Secured Parties, being granted a Lien in any Stock, other Equity Interest or any assets so acquired, to
the extent required by, and in accordance with, Section 9.1.12; (c) no Event of Default shall have occurred and
be continuing immediately prior to or immediately after giving effect to such acquisition (or, in the case of a Limited Condition
Transaction, at the Administrative Borrower’s option, at the time of the LCT Test Date); (d) the target of such acquisition
shall be primarily in the same line of business as the Loan Parties or a Similar Business; (e) to the extent that the target
of such acquisition becomes a Loan Party, substantially concurrently with such Person becoming a Loan Party, Agent shall have been
provided with (x) such information as it shall reasonably request which is necessary to comply with the Patriot Act and AML
Legislation and (y) any other information as it shall reasonably request and shall be reasonably available to complete its
evaluation of any Person so acquired and any acquired Collateral; and (f) the Administrative Borrower shall have delivered
to Agent a certificate signed by a Senior Officer certifying to Agent compliance with the conditions specified in clause (c) and,
if the total consideration (other than any equity consideration) in respect of such acquisition exceeds $200,000,000, the Loan
Parties shall have delivered, if requested by Agent, reasonably detailed financial information related to the acquisition.


 






    57


     


    

 


Notwithstanding the
respective Borrowing Base definitions, in connection with and subsequent to any Permitted Acquisition, the Specified Assets acquired
by the Loan Parties, or, subject to compliance with Section 9.1.12 of this Agreement, of the Person so acquired, may
be included in the calculation of the Borrowing Base and thereafter if all criteria set forth in the definitions of Eligible Accounts,
Eligible Container Inventory Held For Sale, Eligible Goods Inventory, Eligible Machinery and Equipment, Eligible Raw Materials
Inventory, Eligible Real Property, Eligible Rental Equipment and Eligible Work-In-Process Container Inventory have been satisfied
and Agent shall have received a field exam of any Person so acquired and collateral audit and appraisal of such Specified Assets
acquired by the applicable Loan Party or Loan Parties or owned by such Person acquired by the applicable Loan Party or Loan Parties
which shall be reasonably satisfactory in scope, form and substance to Agent; provided, that no field exam, collateral audit
or appraisals shall be required for newly-acquired Specified Assets constituting less than 10% in the aggregate of the aggregate
Borrowing Base in effect after giving effect to such acquisition.


 


“Permitted
Capped Debt”: Indebtedness in an aggregate principal amount not to exceed $500,000,000 in the aggregate outstanding at
any one time.


 


“Permitted
Discretion”: the commercially reasonable credit judgment of Agent exercised in good faith in accordance with customary
business practices for comparable asset-based lending transactions. In exercising such judgment as it relates to the establishment
of Reserves or the establishment or adjustment of any ineligibility, Permitted Discretion will require that: (a) such establishment,
adjustment or modification be based on the analysis of facts or events first occurring (including the coming into effect of any
change in law) or discovered after the Closing Date that are materially different from the facts or events occurring or discovered
on or prior to the Closing Date, unless the Administrative Borrower and Agent agree in writing, provided that, Reserves
may be established during the period starting from the completion and delivery to Agent of the New WS Appraisals and Field Exams
(after which, in accordance with Section 2.6(b), the Canadian Borrowing Base, the UK Borrowing Base and the US Borrowing
Base shall be calculated in accordance with the definitions thereof) and ending upon the completion and delivery of the New Mobile
Mini Appraisals and Field Exams (which shall also be accompanied by a new appraisal and field exam that has been conducted and
delivered after the Closing Date with respect to the assets of Holdings and those Subsidiaries that were its Subsidiaries prior
to the Closing Date pursuant to Section 9.1.14) based on analysis of facts or events occurring or discovered prior
to the Closing Date, (b) the contributing factors to such establishment, adjustment or modification shall not duplicate (i) any
other exclusionary criteria set forth in the definitions of Eligible Accounts, Eligible Goods Inventory, Eligible Machinery and
Equipment, Eligible Raw Materials Inventory, Eligible Rental Equipment, Eligible Real Property or any other eligibility terms (including
advance rates) as applicable (and vice versa) or (ii) any Reserves deducted in computing book value and (c) the amount
of any such Reserve or ineligibility criteria so established or the effect of any adjustment or modification thereto shall be a
reasonable quantification (as reasonably determined by Agent) of the incremental dilution of the Borrowing Base attributable to
such contributing factors. Reserves will not be established or changed except upon at least five (5) Business Days’
prior written notice to the Administrative Borrower (during which period Agent shall be available to discuss any such proposed
Reserve with the Administrative Borrower and the Administrative Borrower may take such actions as may be required to ensure that
the event, condition or matter that is the basis of such Reserve no longer exists; provided, that the Borrowers may not
borrow Revolver Loans or Swingline Loans or amend or request the issuance of Letters of Credit during such five (5) Business
Day period in excess of the Line Cap (which shall be calculated assuming the effectiveness of such proposed Reserve)).


 






    58


     


    

 


“Permitted
Encumbrance” shall mean, with respect to any Real Estate that is subject to a Mortgage, such exceptions to title as are
set forth in a lender's title insurance policy delivered with respect thereto, all of which exceptions must be reasonably acceptable
to the Agent.


 


“Permitted
Investments”: shall mean:


 


(a)            securities
issued or unconditionally guaranteed by the Canadian, UK or US government or any agency or instrumentality thereof, in each case
having maturities of not more than two years from the date of acquisition thereof;


 


(b)            securities
issued by any state of the United States of America, any province or territory of Canada, any country of the United Kingdom or
any political subdivision of any such state, province, territory or country, or any public instrumentality thereof or any political
subdivision of any such state, province, territory or country, or any public instrumentality thereof having maturities of not more
than two years from the date of acquisition thereof and, at the time of acquisition, having an investment grade rating generally
obtainable from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations,
then from another nationally recognized rating service);


 


(c)            commercial
paper issued by any Lender or any bank holding company owning any Lender;


 


(d)            commercial
paper, marketable short-term money market and similar securities at the time of acquisition, having a rating of at least A-2 or
the equivalent thereof by S&P or P-2 or the equivalent thereof by Moody’s (or, if at any time neither S&P nor Moody’s
shall be rating such obligations, an equivalent rating from another nationally recognized rating service);


 






    59


     


    

 


(e)            domestic
and LIBOR certificates of deposit or bankers’ acceptances maturing no more than two years after the date of acquisition thereof
issued by any Lender or any other bank having combined capital and surplus of not less than $500,000,000 in the case of domestic
banks;


 


(f)            repurchase
agreements for underlying securities of the type described in clauses (a), (b) and (e) above entered
into with any bank meeting the qualifications specified in clause (e) above or securities dealers of recognized national
standing;


 


(g)            marketable
short-term money market and similar funds (x) either having assets in excess of $250,000,000 or (y) having a rating of
at least A-1 or P-1 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating
such obligations, an equivalent rating from another nationally recognized rating service);


 


(h)           United
States Dollars, Canadian Dollars, Euros, Pounds Sterling or any national currency of any member state of the European Union or
any other foreign currency held by the Loan Parties or the Restricted Subsidiaries in the Ordinary Course of Business;


 


(i)            Indebtedness
or Preferred Stock issued by Persons with a rating of A- or higher from S&P or A3 or higher from Moody’s (or, if at the
time, neither is issuing comparable ratings, then a comparable rating of another rating agency) with maturities of 12 months or
less from the date of acquisition;


 


(j)            bills
of exchange issued in the United States, Canada, the United Kingdom or any member state of the European Union eligible for rediscount
at the relevant central bank and accepted by a bank (or any dematerialized equivalent);


 


(k)            Investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof)
or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;


 


(l)            investment
funds investing at least 95% of their assets in securities which are one or more of the types of securities described in clauses
(a) through (k) above; and


 


(m)           in
the case of Investments by any Non-US Subsidiary (other than the Canadian Borrowers and UK Borrowers) or Investments made in a
country outside Canada, the UK and the US, Permitted Investments shall also include (i) direct obligations of the sovereign
nation (or any agency thereof) in which such Restricted Non-US Subsidiary is organized, incorporated or established and is conducting
business or where such Investment is made, or in obligations fully and unconditionally guaranteed by such sovereign nation (or
any agency thereof), in each case maturing within two years after such date and having, at the time of the acquisition thereof,
a rating equivalent to one of the two highest ratings from either S&P or Moody’s, (ii) investments of the type and
maturity described in clauses (a) through (l) above of foreign obligors, which Investments or obligors
(or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies,
(iii) shares of money market mutual or similar funds which invest exclusively in assets otherwise satisfying the requirements
of this definition (including this clause (iii)) and (iv) other short-term investments utilized by such Non-US Subsidiaries
in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses
(a) through (l).


 






    60


     


    

 


“Permitted
Liens”: shall mean:


 


(a)            pledges,
deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax,
and other social security laws or similar legislation or other insurance related obligations (including, but not limited to, in
respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of
(including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property,
casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment
of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person
or deposits of cash or US government bonds to secure surety, stay, customs or appeal bonds to which such Person is a party, or
deposits as security for the payment of rent, performance and return-of-money bonds and other similar obligations (including letters
of credit issued in lieu of any such bonds or to support the issuance thereof and including those to secure health, safety and
environmental obligations), in each case incurred in the Ordinary Course of Business;


 


(b)            Liens
imposed by law or regulation, such as landlords’, carriers’, warehousemen’s and mechanics’, materialmen’s
and repairmen’s Liens, contractors’, supplier of materials, architects’, and other like Liens, in each case for
sums not yet overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings or
other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with
an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person
in accordance with GAAP;


 


(c)            Liens
for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or not yet payable or subject
to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of such Person in accordance with GAAP, or for property taxes on property
if the Borrowers or one of their Subsidiaries has determined to abandon such property and if the sole recourse for such tax, assessment,
charge, levy or claim is to such property;


 


(d)            Liens
in favor of the issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other
regulatory requirements or letters of credit or bankers’ acceptances and completion guarantees, in each case issued pursuant
to the request of and for the account of such Person in the Ordinary Course of Business;


 






    61


     


    

 


(e)            minor
survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way,
servitudes, drains, sewers, electric lines, telegraph and telephone and cable television lines and other similar purposes, or zoning,
building codes or other restrictions (including minor defects and irregularities in title and similar encumbrances) as to the use
of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which
were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation
of the business of such Person;


 


(f)            Liens
securing Indebtedness permitted to be incurred (and, in the case of Section 9.2.1(a), secured) pursuant to Section 9.2.1(a) and
Sections 9.2.1(b)(iv) (to the extent the underlying obligations that are being guaranteed are permitted to be secured),
(vi), (viii), (ix), (xiii), (xx) and (xxi); provided, that (i) Liens
securing Indebtedness permitted to be incurred pursuant to Section 9.2.1(b)(vi) and (xxi) extend only
to the assets and Equity Interests purchased, leased, constructed or improved with the proceeds of such Indebtedness and the proceeds
and products thereof (and, in the case of any Loan Party, Accounts and Chattel Paper of such Loan Party which are not included
in the Borrowing Base and which arise from the lease by such Loan Party of equipment acquired by such Loan Party under Permitted
Stand-Alone Capital Lease Transactions and the related Capital Lease Deposit Accounts), (ii) in the case of Non-US Loan Parties
and Restricted Subsidiaries that are not Loan Parties, Liens securing Indebtedness permitted to be incurred pursuant to Section 9.2.1(a) and
(b)(xx) extend only to the assets and Equity Interests of such Non-US Loan Parties and Restricted Subsidiaries that
are not Loan Parties that are incurring or guaranteeing such Indebtedness; provided, further, that for purposes of Section 9.2.1(a) (unless
such Indebtedness constitutes Capital Leases or other Purchase Money Indebtedness), this clause (f) shall be available
to permit such Liens only to the extent that the conditions set forth in clause (ii)(A)(y) of the second proviso to
Section 9.2.1(a) with respect to such secured Indebtedness are satisfied; provided, further, that
Liens securing Indebtedness permitted to be incurred pursuant to Section 9.2.1(b)(viii) shall be limited to cash
collateral in an amount of up to the greater of (x) $25,000,000 and (y) 0.5% of Consolidated Total Assets as of the last
day of the most recently ended Test Period at any one time outstanding; and provided, further, that Liens securing
Indebtedness permitted to be incurred pursuant to Section 9.2.1(b)(xiii) shall only secure obligations of up to
the greater of (x) $15,000,000 and (y) 0.3% of Consolidated Total Assets as of the last day of the most recently ended
Test Period at any one time outstanding;


 


(g)            Liens
existing on the Closing Date or pursuant to agreements in existence on the Closing Date, provided, that to the extent such
Liens are in excess of $50,000,000 in the aggregate, they are identified on Schedule 9.2.2 hereof;


 


(h)            Liens
on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided, however,
such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary;
provided, further, however, that such Liens may not extend to any (i) Specified Assets (other than Real Estate)
(except for Liens securing Purchase Money Indebtedness and Capital Leases in respect of such Specified Assets in an aggregate amount,
when combined with the corresponding basket in the second proviso in clause (i) below, not greater than $300,000,000 at any
time outstanding) or (ii) other property owned by such Person (other than, in the case of this clause (ii), (w) after-acquired
property that is affixed or incorporated into the property covered by such Lien, (x) after-acquired property subject to a
Lien securing such Indebtedness to the extent the terms of the Indebtedness secured thereby require or include a pledge of after-acquired
property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would
not have applied but for such acquisition), (y) the proceeds or products of such property, shares of stock or assets or improvements
thereon and (z) Capital Lease Deposit Accounts);


 






    62


     


    

 


(i)            Liens
on property or other assets at the time such Person acquired such property or other assets, including any acquisition by means
of a merger, amalgamation or consolidation with or into WS International or any of the Restricted Subsidiaries; provided,
however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger,
amalgamation or consolidation; provided, further, however, that the Liens may not extend to any Specified Assets
(other than Real Estate) (except for Liens securing Purchase Money Indebtedness and Capital Leases in respect of such Specified
Assets in an aggregate amount, when combined with the corresponding basket in the proviso in clause (h) above, not greater
than $300,000,000 at any time outstanding) or to any other property owned by the Borrowers or any of the Restricted Subsidiaries
(other than the proceeds or products of such assets or property or improvements thereon);


 


(j)            Liens
on specific items of inventory or other goods of any Person (and any proceeds thereof) securing such Person’s obligations
in respect of bankers’ acceptances or trade letters of credit issued or created for the account of such Person to facilitate
the purchase, shipment or storage of such inventory or other goods;


 


(k)            leases,
subleases, licenses or sublicenses (including of intellectual property) granted to others in the Ordinary Course of Business which
do not materially interfere with the ordinary conduct of the business of WS International or any of the Restricted Subsidiaries;


 


(l)            Liens
arising from Uniform Commercial Code (or equivalent statute) financing statement filings and/or PPSA financing statements or similar
filings entered into by WS International and the Restricted Subsidiaries regarding operating leases entered into in the Ordinary
Course of Business;


 


(m)            Liens
on vehicles or equipment (other than Rental Equipment of the Loan Parties) of WS International or any of the Restricted Subsidiaries
created in the Ordinary Course of Business;


 


(n)            Liens
on accounts receivable and related assets of the Restricted Subsidiaries (other than Loan Parties) incurred in connection with
a Qualified Receivables Transaction;


 


(o)            Liens
to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions,
renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses
(f), (g), (h) or (i); provided, however, that (i) such new Lien shall be limited
to all or part of the same property that secured the original Lien (plus accessions, additions and improvements on such property,
including (x) after-acquired property that is affixed or incorporated into the property covered by such Lien, (y) after-acquired
property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired
property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would
not have applied but for such modification, refinancing, refunding, extension, renewal or replacement) and (z) the proceeds
and products thereof) and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than
the sum of (x) the outstanding principal amount (or accreted value, if applicable) or, if greater, committed amount of the
Indebtedness described under such clauses (f), (g), (h) or (i) at the time the original Lien
became a Permitted Lien under this Agreement, and (y) an amount necessary to pay any fees and expenses, including any Refinancing
Costs, related to such modification, refinancing, refunding, extension, renewal or replacement;


 






    63


     


    

 


(p)            deposits
made or other security provided in the Ordinary Course of Business to secure liability to insurance carriers;


 


(q)            other
Liens securing obligations which do not exceed an amount at any one time outstanding equal to the greater of (x) $300,000,000
and (y) 6.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period; provided, that,
to the extent any such Liens cover the Collateral (unless such Indebtedness constitutes Capital Leases or other Purchase Money
Indebtedness), this clause (q) shall be available to permit such Liens only to the extent that such Liens are subordinated
to the Liens securing the Secured Obligations pursuant to the terms of the Intercreditor Agreement (and the holders of such Indebtedness
(or their duly appointed agent or other representative) shall have become party to the Intercreditor Agreement);


 


(r)            Liens
securing judgments for the payment of money not constituting an Event of Default under Section 10.1.10 so long as such
Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment
have not been finally terminated or the period within which such proceedings may be initiated has not expired;


 


(s)           Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods in the Ordinary Course of Business;


 


(t)            Liens
(a) of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or any comparable or successor provision)
on items in the course of collection, (b) attaching to commodity trading accounts or other brokerage accounts incurred in
the Ordinary Course of Business, and (c) in favor of banking institutions arising as a matter of law or their standard business
terms and conditions encumbering deposits (including the right of setoff) and which are within the general parameters customary
in the banking industry;


 






    64


     


    

 


(u)           Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 9.2.5; provided,
that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;


 


(v)           Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts
or other brokerage accounts incurred in the Ordinary Course of Business and not for speculative purposes;


 


(w)          Liens
that are legal or contractual rights of set-off or rights of pledge (a) relating to the establishment of depository relations
with banks not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of
WS International or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the
Ordinary Course of Business of WS International and the Restricted Subsidiaries or (c) relating to purchase orders and other
agreements entered into with customers of WS International or any of the Restricted Subsidiaries in the Ordinary Course of Business;


 


(x)           any
encumbrance or restriction (including put and call arrangements) with respect to Stock of any joint venture or similar arrangement
pursuant to any joint venture or similar agreement;


 


(y)           Liens
solely on any cash earnest money deposits made by WS International or any of the Restricted Subsidiaries in connection with any
letter of intent or purchase agreement with respect to any Investment permitted under this Agreement;


 


(z)           Liens
on Stock of an Unrestricted Subsidiary;


 


(aa)         Liens
arising out of conditional sale, title retention, consignment or similar arrangements with vendors for the sale or purchase of
goods entered into by WS International or any Restricted Subsidiary in the Ordinary Course of Business other than with respect
to real property that constitutes Collateral;


 


(bb)        ground
leases or subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by WS International
or any of their Subsidiaries are located;


 


(cc)         Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(dd)        the
reservations, limitations, provisos and conditions expressed in any original grants of real or immoveable property which do not
materially impair the use of the affected land for the purpose used or intended to be used;


 


(ee)         Liens
resulting from the deposit of cash or securities in connection with the performance of a bid, tender, sale or contract (excluding
the borrowing of money) entered into in the Ordinary Course of Business or deposits of cash or securities in order to secure appeal
bonds or bonds required in respect of judicial proceedings;


 






    65


     


    

 


(ff)           Liens
in favor of a lessor or licensor for rent to become due or for other obligations or acts, the payment or performance of which is
required under any lease as a condition to the continuance of such lease other than with respect to real property than constitutes
Collateral;


 


(gg)         (i) Liens
securing Indebtedness or other obligations of any Loan Party in favor of any other Loan Party, (ii) Liens securing any Indebtedness
or other obligations of any Subsidiary (other than a Loan Party) in favor of any Loan Party, (iii) Liens securing Indebtedness
or other obligations of any Subsidiary that is not a Loan Party in favor of any other Subsidiary that is not a Loan Party;


 


(hh)         Liens
on the assets and capital stock of Restricted Subsidiaries that are not Loan Parties securing any Indebtedness of Restricted Subsidiaries
that are not Loan Parties permitted to be incurred hereunder;


 


(ii)           all
rights of expropriation, access or use or other similar rights conferred by or reserved by any federal, provincial, territorial,
state or municipal authority or agency;


 


(jj)           any
agreements with any governmental authority or utility that do not, in the aggregate, adversely effect in any material respect the
use or value of real property and improvements thereon in the good faith judgment of the Administrative Borrower;


 


(kk)         Liens
(i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted under this Agreement
to be applied against the purchase price for such Investment or (ii) consisting of an agreement to sell, transfer, lease or
otherwise dispose of any property in a transaction permitted under this Agreement in each case, solely to the extent such Investment
or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien;


 


(ll)           agreements
to subordinate any interest of the Borrowers or any Restricted Subsidiary in any accounts receivable or other proceeds arising
from inventory consigned by WS International or any Restricted Subsidiary pursuant to an agreement entered into in the Ordinary
Course of Business; and


 


(mm)       Liens
on Collateral securing Permitted Capped Debt on a junior basis to the Liens granted to Agent for the benefit of the Secured Parties
under the Security Documents so long as the creditors with respect to such Indebtedness become party to the Intercreditor Agreement
or other intercreditor agreement or customary arrangement in form and substance reasonably satisfactory to Agent.


 


For purposes of determining compliance
with this definition, (A) Liens need not be incurred solely by reference to one category of Permitted Liens described in this
definition but are permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in
the event that a Lien (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens, the Borrowers
shall, in their sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this
definition.


 


For purposes of this definition, the term
 “Indebtedness” shall be deemed to include interest on such Indebtedness.


 






    66


     


    

 


“Permitted
Sale Leaseback”: any Sale Leaseback consummated by any Loan Party or any of the Restricted Subsidiaries after the Closing
Date, provided, that any such Sale Leaseback is consummated for fair value as determined at the time of consummation in
good faith by such Loan Party or such Restricted Subsidiary.


 


“Permitted
Stand-Alone Capital Lease Counterparty”: as defined in the definition of Permitted Stand-Alone Capital Lease Transactions.


 


“Permitted
Stand-Alone Capital Lease Transactions”: Capital Leases or purchases of equipment that has never constituted Collateral
entered into by a Loan Party from a financial institution (such financial institution, a “Permitted Stand-Alone Capital
Lease Counterparty”) for the purpose of re-leasing such equipment to a customer of such Loan Party under a Capital Lease
(such lease, together with any guarantees or other credit support provided in connection therewith, a “Stand-Alone Customer
Capital Lease”) and (a) as to which no other Loan Party nor any of their Restricted Subsidiaries (i) provides
credit support of any kind, or (ii) is directly or indirectly liable (as a guarantor or otherwise); and (b) as to which
the applicable Permitted Stand-Alone Capital Lease Counterparty will not have any recourse to the Stock or assets of any of the
Loan Parties or any of their Restricted Subsidiaries (other than the equipment so leased, the related Stand-Alone Customer Capital
Leases and any Capital Lease Deposit Account into which the proceeds of such Stand-Alone Customer Capital Lease (and only the proceeds
of such Stand-Alone Customer Capital Lease) are deposited).


 


“Person”:
any individual, corporation, limited liability company, unlimited liability company, partnership, joint venture, joint stock company,
land trust, business trust, unincorporated organization, Governmental Authority or other entity.


 


“Pounds Sterling”
or “£”: the lawful currency of the United Kingdom.


 


“PPSA”:
the Personal Property Security Act (Ontario) (or any successor statute) and the regulations thereunder; provided, however,
if validity, perfection and effect of perfection and non-perfection and opposability of Agent’s security interest in or Lien
on any Collateral located in Canada or owned by a Canadian Loan Party are governed by the personal property security laws of any
jurisdiction other than Ontario, PPSA shall mean those personal property security laws (including the Civil Code) in such other
jurisdiction for the purposes of the provisions hereof relating to such validity, perfection, and effect of perfection and non-perfection
and for the definitions related to such provisions, as from time to time in effect.


 


“Preferred
Stock”: any Equity Interest with preferential rights of payment of Dividends or upon liquidation, dissolution, or winding
up.


 


“Principal
Jurisdiction”: Canada, the UK, the US (including the District of Columbia) and each state, province, territory or other
political subdivision of any of the foregoing.


 


“Priority
Payables Reserves”: on any date of determination, (i) solely with respect to Collateral owned by a Canadian Loan
Party, a reserve in such amount as Agent may determine in its Permitted Discretion which reflects amounts secured by any Liens,
choate or inchoate, or any rights, whether imposed by Applicable Law in Canada or any province or territory thereof or elsewhere
(including rights to the payment or reimbursement of any costs, charges or other amounts in connection with any Insolvency Proceeding),
which rank or are capable of ranking in priority to Agent’s and/or the Secured Parties’ Liens or claims and/or for
amounts which may represent costs relating to the enforcement of Agent’s and/or Secured Parties’ Liens or claims including,
without limitation, any such amounts due and not paid for wages or vacation pay (including amounts protected by the Wage Earner
Protection Program Act (Canada)), amounts due and not paid under any legislation relating to workers’ compensation or to
employment insurance, all amounts deducted or withheld and not paid and remitted when due under the Income Tax Act (Canada), amounts
currently or past due and not paid or remitted for sales tax, goods and services tax, harmonized sales tax, excise tax, realty
tax, municipal tax or similar taxes (to the extent impacting any Collateral owned by a Canadian Loan Party), all amounts currently
or past due and not contributed, remitted or paid to any Canadian Pension Plan or under the Canada Pension Plan, the Quebec Pension
Plan or the PBA, and any amounts representing any unfunded liability, solvency deficiency or wind up deficiency with respect to
any Canadian Pension Plan which provides benefits on a defined benefit basis and (ii) solely with respect to Collateral owned
by a UK Loan Party, a reserve in such amount as Agent may determine in its Permitted Discretion (but not exceeding any statutory
limit on any such amounts) which reflects the full amount of any liabilities or amounts which by virtue of any Liens, choate or
inchoate, or any rights, whether imposed by any Applicable Law in the UK or elsewhere (and including rights to the payment or reimbursement
of any costs, charges or other amounts required to be paid in connection with any Insolvency Proceeding), which rank or are capable
of ranking in priority to (or otherwise dilute or reduce the recoveries in respect of) Agent’s and/or the Secured Parties’
Liens or claims and/or for amounts which may represent costs relating to the enforcement of Agent’s and or the Secured Parties’
Liens or claims including, without limitation, but only to the extent prescribed pursuant to English law and statute then in force,
(a) amounts due to employees in respect of unpaid wages and holiday pay, together with any other preferential debts (as described
in Section 386 of the UK Insolvency Act), (b) the “prescribed part” of floating charge realizations held
for unsecured creditors, (c) the expenses and liabilities incurred by any liquidator, administrator, monitor or other insolvency
officer and any remuneration of such administrator, monitor or other insolvency officer, and (d) the amount of any unpaid
contributions to occupational pension schemes and state scheme premiums, including in respect of contracted-out rights.


 






    67


     


    

 


“pro forma”:
pro forma determinations made in accordance with Section 1.7.


 


“Pro Forma
Financial Statements”: pro forma consolidated balance sheet and related pro forma consolidated statement of operations
of Parent as of, and for the twelve month period ending on, the last day of the most recently completed four fiscal quarter period
ended at least 45 days prior to the Closing Date (or 90 days prior to the Closing Date in case such four fiscal quarter period
is the end of Parent’s fiscal year), prepared after giving effect to the Transactions as if the Transactions had occurred
as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income).


 


“Pro Rata”:
(a) when used with reference to a Multicurrency Facility Lender’s (i) share on any date of the Multicurrency Facility
Commitments, (ii) participating interest in Multicurrency LC Obligations (if applicable), (iii) share of payments made
by the Borrowers with respect to Multicurrency Facility Obligations, (iv) reductions to the Multicurrency Facility Commitments
pursuant to Section 2.1.3, and (v) obligation to pay or reimburse Agent for Extraordinary Expenses owed by the
Borrowers in respect of the Multicurrency Facility or to indemnify any Indemnitees for Claims relating to the Multicurrency Facility,
a percentage (expressed as a decimal, rounded to the ninth decimal place) derived by dividing the amount of the Multicurrency Facility
Commitment of such Multicurrency Facility Lender on such date by the aggregate amount of the Multicurrency Facility Commitments
of all Multicurrency Facility Lenders on such date (or if the Multicurrency Facility Commitments have been terminated, by reference
to the Multicurrency Facility Commitments as in effect immediately prior to the termination thereof), (b) when used with reference
to a US Facility Lender’s (i) share on any date of the US Facility Commitments, (ii) participating interest in
US LC Obligations (if applicable), (iii) share of payments made by the US Borrowers with respect to US Facility Obligations,
(iv) reductions to the US Facility Commitments pursuant to Section 2.1.3, and (v) obligation to pay or reimburse
Agent for Extraordinary Expenses owed by the US Borrowers in respect of the US Facility or to indemnify any Indemnitees for Claims
relating to the US Facility, a percentage (expressed as a decimal, rounded to the ninth decimal place) derived by dividing the
amount of the US Facility Commitment of such US Facility Lender on such date by the aggregate amount of the US Facility Commitments
of all US Facility Lenders on such date (or if the US Facility Commitments have been terminated, by reference to the US Facility
Commitments as in effect immediately prior to the termination thereof) or (c) when used for any other reason, a percentage
(expressed as a decimal, rounded to the ninth decimal place) derived by dividing the aggregate amount of the Lender’s Revolver
Commitments on such date by the aggregate amount of the Revolver Commitments of all Lenders on such date (or if any such Revolver
Commitments have been terminated, such Revolver Commitments as in effect immediately prior to the termination thereof).


 






    68


     


    

 


“Property”:
any interest in any kind of property or asset, whether real (immovable), personal (movable) or mixed, or tangible (corporeal) or
intangible (incorporeal).


 


“Protective
Advances”: Multicurrency Protective Advances and/or US Protective Advances, as the context requires.


 


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


 


“Public Company
Costs”: costs associated with, or in anticipation of, or prepayment for, compliance with the provisions of the Securities
Act of 1933 and the Securities Exchange Act of 1934, as applicable to companies with equity or debt securities held by the public,
the rules of national securities exchange companies with listed equity or debt securities, directors’ or managers’
compensation, fees and expense reimbursement, costs relating to investor relations, shareholder meetings and reports to shareholders
or debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees, and
listing fees.


 


“Purchase
Money Indebtedness”: with respect to any Person, any Indebtedness of such Person to any seller or other Person incurred
solely to finance the acquisition, construction, installation or improvement of any real or tangible personal property which is
incurred substantially concurrently with such acquisition, construction, installation or improvement and is secured only by the
assets so financed and, to the extent permitted hereunder, any related assets. “Qualified ECP Guarantor”: in
respect of any Swap Obligations, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee
or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes
an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can
cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 






    69


     


    

 






“Qualified
Receivables Transaction”: any transaction or series of transactions that may be entered into by a Restricted Subsidiary
that is not a Loan Party pursuant to which such Subsidiary may sell, assign, convey, participate, contribute to capital or otherwise
transfer to (a) a Receivables Entity (in the case of a transfer by such Subsidiary) or (b) any other Person (in the case
of a transfer by a Receivables Entity), or may grant a security interest in or pledge, any Accounts or interests therein (whether
now existing or arising in the future) of such Subsidiary, and any assets related thereto (other than any Inventory, Rental Equipment
or Equipment) including, without limitation, all collateral securing such Accounts, all contracts and contract rights, purchase
orders, security interests, financing statements or other documentation in respect of such Accounts and all guarantees, indemnities,
warranties or other documentation or other obligations in respect of such Accounts, any other assets which are customarily transferred,
or in respect of which security interests are customarily granted, in connection with asset securitization transactions involving
receivables similar to such Accounts and any collections or proceeds of any of the foregoing (the “Related Assets”);
provided, that such Qualified Receivables Transaction is permitted under the 2023 Senior Secured Notes Indenture and the
2025 Senior Secured Notes Indenture.


 


“Qualified
Secured Bank Product Obligations”: Bank Product Debt with respect to Hedge Agreements owing by a Loan Party or a Restricted
Subsidiary to a Secured Bank Product Provider and evidenced by one or more Bank Product Documents that the Administrative Borrower,
in a written notice to Agent, has expressly requested be treated as Qualified Secured Bank Product Obligations for purposes hereof,
up to the maximum amount (in the case of any Secured Bank Product Provider other than Bank of America and its Affiliates or branches)
specified by such provider in writing to Agent, which amount may be established and increased or decreased by further written notice
to Agent from time to time. All Bank Product Debt with respect to Hedge Agreements owed to Bank of America and its Affiliates or
branches shall constitute Qualified Secured Bank Product Obligations unless otherwise agreed by Bank of America or such Affiliate
or branch.


 


“Real Estate”:
all right, title and interest of any Loan Party (whether as owner, lessor or lessee) in any real Property, or any land, buildings,
structures, parking areas or other and improvements thereon, but excluding all operating fixtures and equipment, whether or not
incorporated into improvements.


 


“Reallocation”:
as defined in Section 2.1.6(a).


 


“Reallocation
Consent”: as defined in Section 2.1.6(b).


 


“Reallocation
Date”: as defined in Section 2.1.6(a).


 


“Receivables
Entity”: any Wholly-Owned Subsidiary (or another Person in which such Subsidiary makes an Investment and to which such
Subsidiary transfers Accounts and Related Assets) formed after the Closing Date, in each such case, (i) which is not a Loan
Party, (ii) which engages in no activities other than in connection with the financing of Accounts or interests therein and
Related Assets and any business or activities incidental or related to such business, (iii) which is designated by the Administrative
Borrower as a Receivables Entity, (iv) no portion of the Indebtedness or any other obligations (contingent or otherwise) of
which (A) is guaranteed by any Loan Party; (B) is recourse to or obligates any Loan Party in any way; or (C) subjects
any property or asset of any Loan Party, directly or indirectly, contingently or otherwise, to the satisfaction thereof; (v) with
which no Loan Party has any material contract, agreement, arrangement or understanding other than in connection with a Qualified
Receivables Transaction; and (vi) to which neither any Loan Party nor any of its Subsidiaries has any obligation to maintain
or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.


 






    70


     


    

 


“Records”:
as defined in the UCC, and in any event means information that is inscribed on a tangible medium or which is stored in an electronic
or other medium and is retrievable in perceivable form, including all books and records, customer lists, files, correspondence,
tapes, computer programs, print outs and computer records.


 


“Refinancing
Costs”: as defined in “Refinancing Indebtedness”.


 


“Refinancing
Indebtedness”: the incurrence of Indebtedness which serves to refund, refinance, replace, renew, extend or defease any
Indebtedness or any Indebtedness issued to so refund, refinance, replace, renew, extend or defease such Indebtedness, in an amount
not to exceed the principal amount (or accreted value, if applicable) of such Indebtedness (including any unused commitments thereunder)
plus additional Indebtedness incurred to pay all unpaid accrued interest and premiums thereon plus underwriting discounts, other
arranger fees, commissions and expenses (including upfront fees, original issues discount or similar payments incurred in connection
therewith) (collectively, “Refinancing Costs”); provided, however, that such Refinancing Indebtedness
(a) (i) has a weighted average life to maturity at the time such Refinancing Indebtedness is incurred which is not less
than the remaining weighted average life to maturity of the Indebtedness being refunded, refinanced, replaced, renewed, extended
or defeased and (ii) has a maturity date which is not earlier than the maturity date of the Indebtedness being refunded, refinanced,
replaced, renewed, extended or defeased; (b) to the extent such Refinancing Indebtedness refunds, refinances, replaces, renews,
extends or defeases Indebtedness subordinated or pari passu (without giving effect to security interests) to the Obligations
or any guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu (without giving effect to security
interests) to the same extent as the Indebtedness being refunded, refinanced, replaced, renewed, extended or defeased; (c) no
direct and contingent obligor with respect to such Refinancing Indebtedness shall be a Person that was not a direct or contingent
obligor with respect to the Indebtedness being refinanced; (d) to the extent such Refinancing Indebtedness refunds, refinances,
replaces, renews, extends or defeases unsecured Indebtedness (including Refinancing Costs related to such Indebtedness), such Refinancing
Indebtedness is unsecured, (e) to the extent such Refinancing Indebtedness refunds, refinances, replaces, renews, extends
or defeases secured Indebtedness (including Refinancing Costs related to such Indebtedness), such Refinancing Indebtedness shall
not expand the scope of the collateral securing such Indebtedness (including Refinancing Costs related to such Indebtedness) being
refunded, refinanced, replaced, renewed, extended or defeased, and (f) to the extent such Refinancing Indebtedness refunds,
refinances, renews, extends or defeases either of (i) the 2023 Senior Secured Notes or (ii) the 2025 Senior Secured Notes,
the terms of such Refinancing Indebtedness (other than pricing) are either (x) no less favorable in any material respect,
when taken as a whole, to the Loan Parties or the Lenders than the debt being refinanced or (y) consistent with then-prevailing
market terms, in each case as determined by the Administrative Borrower.


 






    71


     


    

 


“Register”:
as defined in Section 12.1.


 


“Regulation”:
as defined in Section 9.1.16.


 


“Related Asset”:
as defined in “Qualified Receivables Transaction”.


 


“Related Real
Estate Documents”: with respect to any Material Real Estate subject to a Mortgage, the following, in form and substance
reasonably satisfactory to Agent and received by Agent for review at least forty-five (45) days prior to the effective date of
the Mortgage (or such lesser time period as Agent may agree): (a) a mortgagee title policy (or binding pro forma therefor)
covering Agent’s interest under the Mortgage, in a form and amount and by a title insurer reasonably acceptable to Agent,
to include endorsements as reasonably requested by Agent and to be fully paid and subject to no other conditions on such effective
date; (b) such assignments of leases, estoppel letters, attornment agreements, consents, waivers and releases as Agent may
reasonably require with respect to other Persons having an interest in the Material Real Estate; (c) unless Agent otherwise
agrees, either (i) a current, as-built survey of the Material Real Estate, meeting the 2011 minimum standard detail requirements
for ALTA/ACSM land title surveys, including, but not limited to, (w) a metes-and-bounds property description, (x) a flood
plain certification, (y) certification by a licensed surveyor reasonably acceptable to Agent and (z) any other optional
table A items as reasonably requested by Agent or (ii) existing surveys with respect to a particular piece of Material Real
Estate that are in the possession of any Loan Party accompanied by a no-change survey affidavit, or similar document, in form and
substance sufficient for a title insurer to issue any applicable survey related endorsement coverage as reasonably requested by
Agent; and (d) flood zone determinations and, if the Material Real Estate is within a special flood hazard area, an acknowledged
borrower notice, and flood insurance in compliance (including as to amount) with all applicable Flood Insurance Laws and in an
amount, with endorsements and by an insurer acceptable to Agent. Notwithstanding anything contained in this Agreement to the contrary,
no Mortgage shall be executed and delivered with respect to any Real Estate unless and until each Applicable Lender has received
(at least forty-five (45) days in advance of any such execution, or such shorter period to which such Lender shall agree) a life
of loan flood zone determination, the other documents described in the preceding clause (d), and such other documents as
it may reasonably request to complete its flood insurance due diligence and has confirmed to Agent that flood insurance due diligence
and flood insurance compliance has been completed to its satisfaction.


 


“Release”:
disposing, discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping,
or migrating into or through the environment, including into or upon any land, water or air.


 


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


 


“Rent Reserves”:
on any date of determination, the sum of (a) all past due rent and other past due charges owing by any Loan Party to any landlord
or other Person who possesses any Collateral or has the right to assert a Lien on such Collateral (other than any Loan Party or
any Restricted Subsidiary); plus (b) a reserve in an amount not to exceed rent and other charges that Agent determines,
in its Permitted Discretion (but in any event, not more than three months’ rent), would reasonably be expected to be payable
to any such Person for the time period used to determine and realize the Net Orderly Liquidation Value of Collateral being held
by such Person, in each case, as adjusted from time to time by Agent in its Permitted Discretion; provided, that no Rent
Reserve shall be established with respect to any location (i) leased by a Loan Party as of the Closing Date, prior to the
date that is 120 days after the Closing Date, (ii) that becomes leased by a Loan Party after the Closing Date in connection
with a Permitted Acquisition or similar Investment, prior to the date that is 120 days after the date on which such Permitted Acquisition
or similar Investment is consummated, or (iii) where the lessor has delivered to Agent a Collateral Access Agreement. Notwithstanding
anything herein to the contrary, if Agent would be entitled to establish a Rent Reserve but for the operation of clause (i) of
the proviso in the preceding sentence, the amount of such Rent Reserve may be established by Agent on the 120th day
after the Closing Date and the amount of such Rent Reserve shall be the amount that could have been established at the Closing
Date but for the operation of clause (i).


 






    72


     


    

 


“Rental Equipment”:
all rental fleet equipment and containers (including, without limitation, value added products) including (i) new and used
manufactured or remanufactured over-the-road tractor trailers and trailers intended for use as storage facilities, (ii) timber
accommodation units, (iii) new and used manufactured or remanufactured portable and ISO containers and portable mobile offices,
and (iv) any other rental storage fleet inventory or rental mobile office inventory that, in each case, are held for lease,
or provided under a contract for services (including, without limitation, build-own-operate services), by a Person.


 


“Report”:
as defined in Section 11.2.3.


 


“Reportable
Event”: the occurrence of any of the events set forth in Section 4043(c) of ERISA and regulations thereunder
with respect to a US Employee Plan (other than an event for which the 30-day notice period is waived).


 


“Required
Facility Lenders”: Required Multicurrency Facility Lenders and/or Required US Facility Lenders, as the context requires.


 


“Required
Lenders”: at any date of determination thereof, Lenders having Revolver Commitments representing more than 50% of the
aggregate Revolver Commitments at such time; provided, however, that for so long as any Lender shall be a Defaulting
Lender, the term “Required Lenders” shall mean Lenders (excluding Defaulting Lenders) having Revolver Commitments
representing more than 50% of the aggregate Revolver Commitments (excluding the Revolver Commitments of each Defaulting Lender)
at such time; provided, further, that if the Revolver Commitments have been terminated, the term “Required
Lenders” shall be calculated based on the Dollar Equivalent thereof using (a) in lieu of such Lender’s terminated
Revolver Commitment, the outstanding principal amount of the Revolver Loans by such Lender to, and (if applicable) participation
interests in LC Obligations owing by, all Borrowers and (b) in lieu of the aggregate Revolver Commitments to all Borrowers,
the aggregate outstanding Revolver Loans to, and (if applicable) LC Obligations owing by, all Borrowers.


 


“Required
Multicurrency Facility Lenders”: at any date of determination thereof, Multicurrency Facility Lenders having Multicurrency
Facility Commitments representing more than 50% of the aggregate Multicurrency Facility Commitments at such time; provided,
however, that if and for so long as any such Multicurrency Facility Lender shall be a Defaulting Lender, the term “Required
Multicurrency Facility Lenders” shall mean Multicurrency Facility Lenders (excluding Defaulting Lenders) having Multicurrency
Facility Commitments representing more than 50% of the aggregate Multicurrency Facility Commitments at such time (excluding the
Multicurrency Facility Commitments of each Defaulting Lender) at such time; provided, further, however, that
if all of the Multicurrency Facility Commitments have been terminated, the term “Required Multicurrency Facility Lenders”
shall mean Multicurrency Facility Lenders holding Multicurrency Facility Loans to, and (if applicable) participating interest in
Canadian LC Obligations and/or UK LC Obligations owing by, the Borrowers representing more than 50% of the aggregate outstanding
principal amount of Multicurrency Facility Loans and (if applicable) Canadian LC Obligations and/or UK LC Obligations.


 






    73


     


    

 


“Required
US Facility Lenders”: at any date of determination thereof, US Facility Lenders having US Facility Commitments representing
more than 50% of the aggregate US Facility Commitments at such time; provided, however, that if and for so long as any such
US Facility Lender shall be a Defaulting Lender, the term “Required US Facility Lenders” shall mean US Facility Lenders
(excluding Defaulting Lenders) having US Facility Commitments representing more than 50% of the aggregate US Facility Commitments
at such time (excluding the US Facility Commitments of each Defaulting Lender) at such time; provided, further, however,
that if all of the US Facility Commitments have been terminated, the term “Required US Facility Lenders” shall mean
US Facility Lenders holding US Facility Loans to, and (if applicable) participating interest in US LC Obligations owing by, the
US Borrowers representing more than 50% of the aggregate outstanding principal amount of US Facility Loans and US LC Obligations.


 


“Reserve Percentage”:
the reserve percentage (expressed as a decimal, rounded up to the nearest 1/8th of 1%) applicable to member banks under regulations
issued by the Board of Governors for determining the maximum reserve requirement for eurocurrency liabilities.


 


“Reserves”:
on any date of determination, the sum (without duplication) of (a) Bank Product Reserves; (b) Priority Payables Reserves;
(c) Rent Reserves; (d) obligations of any Loan Party under contracts and purchase orders relating to the purchase or
other acquisition of Rental Equipment, Inventory or Equipment which are, or could reasonably be expected to be, subject to
retention of title, repossession or similar claims by contract or law; (e) the aggregate amount of liabilities secured by
Liens upon Collateral owned by any Loan Party that are senior to or pari passu with Agent’s Liens (but imposition of any
such reserve shall not waive an Event of Default arising therefrom); (f) LCT Dividend Reserves; (g) the Maturity Reserve
and (h) such additional reserves in such amounts and with respect to such matters as Agent may establish in its Permitted
Discretion.


 


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


 


“Restricted
Non-US Subsidiary”: a Non-US Subsidiary that is a Restricted Subsidiary.


 


“Restricted
Party”: any Person that is: (i) listed on, or owned 50 percent or more by a Person listed on, any Sanctions List;
(ii) located in, organized, incorporated or established under the laws of, or domiciled in a Sanctioned Country; or (iii) otherwise
a target of Sanctions (“target of Sanctions” signifies a Person with whom a person subject to the jurisdiction of a
Sanctions Authority would be prohibited or restricted by law from engaging in trade, business, or other activities).


 






    74


     


    

 


“Restricted
Subsidiary”: any Subsidiary of Holdings or a Loan Party, as the context requires, other than an Unrestricted Subsidiary.


 


“Revolver
Commitment Increase”: as defined in Section 2.1.9(b).


 


“Revolver
Commitments”: Multicurrency Facility Commitments and/or US Facility Commitments, as the context requires.


 


“Revolver
Facility Termination Date”: July 1, 2025.


 


“Revolver
Lenders”: each Lender that has a Revolver Commitment (including each Additional Revolver Lender) and each other Lender
that acquires an interest in any Revolver Loans and/or LC Obligations pursuant to an Assignment and Acceptance.


 


“Revolver
Loan”: a loan made pursuant to Section 2.1.1, and any Overadvance Loan, Swingline Loan or Protective Advance.


 


“Revolver
Notes”: Multicurrency Facility Notes and US Facility Notes.


 


“S&P”:
Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and its successors.


 


“Sale Leaseback”:
any transaction or series of related transactions pursuant to which any Loan Party or any of the Restricted Subsidiaries (a) sells,
transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part
of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same
purpose or purposes as the property being sold, transferred or disposed.


 


“Sanctioned
Country”: any country or territory that is the target of comprehensive, country-wide or territory-wide Sanctions (being,
at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria).


 


“Sanctions”:
any applicable financial or economic sanction administered or enforced by a Sanctions Authority.


 


“Sanctions
Authority”: (a) the US Government; (b) the Government of Canada; (c) the United Kingdom; (d) the
United Nations; (e) the European Union; or (f) the respective governmental institutions and agencies of any of the foregoing,
including without limitation, OFAC, the United States Department of State, the United States Department of Commerce, and HMT.


 


“Sanctions
List”: the List of Specially Designated Nationals and Blocked Persons and the Sectoral Sanctions Identifications lists
administered by OFAC, the Consolidated List of Financial Sanctions Targets administered by HMT, or the Government of Canada or
any similar list or public designation of Sanctions issued or maintained or made public by any other Sanctions Authority, each
as amended, supplemented, or substituted from time to time.


 






    75


     


    

 


“Scheduled
Unavailability Date”: has the meaning specified in Section 3.6(b).


 


“SEC”:
the Securities and Exchange Commission or any successor thereto and, as the context may require, any analogous Governmental Authority
in any other relevant jurisdiction of Holdings or any Subsidiary.


 


“Secured Bank
Product Obligations”: Bank Product Debt owing by a Loan Party or a Restricted Subsidiary to a Secured Bank Product Provider
and evidenced by one or more Bank Product Documents that the Administrative Borrower on behalf of any Loan Party or Restricted
Subsidiary, in a written notice to Agent, has expressly requested be treated as Secured Bank Product Obligations and/or a Qualified
Secured Bank Product Obligation for purposes hereof, up to the maximum amount (in the case of any Secured Bank Product Provider
other than Bank of America and its Affiliates or branches) specified by such provider and the Administrative Borrower in writing
to Agent, which amount may be established and increased or decreased by further written notice from such provider and the Administrative
Borrower to Agent from time to time.


 


“Secured Bank
Product Provider”: (a) Bank of America or any of its Affiliates or branches; and (b) any other Lender or Affiliate
or branch of a Lender that is providing a Bank Product or any other Person providing a Bank Product that was a Lender or Affiliate
or branch of Lender at the time of entering into a Bank Product Document with respect to the Bank Product Debt designated as a
Secured Bank Product Obligation pursuant to the definition thereof; provided, that such provider and the Administrative
Borrower shall have delivered or shall deliver a written notice to Agent, in form and substance reasonably satisfactory to Agent,
by the later of the Closing Date or 10 Business Days (or such later time as Agent and the Administrative Borrower may agree in
their reasonable discretion) following the later of the creation of the Bank Product or such Secured Bank Product Provider (or
its Affiliate or branch) becoming a Lender hereunder, (i) describing the Bank Product and setting forth the maximum amount
of the related Secured Bank Product Obligations (and, if all or any portion of such Secured Bank Product Obligations are to constitute
Qualified Secured Bank Product Obligations, the maximum amount of such Qualified Secured Bank Product Obligations) that are to
be secured by the Collateral and the methodology to be used in calculating such amount(s) and (ii) if such provider is
not a Lender, agreeing to be bound by Section 11.13.


 


“Secured Obligations”:
Obligations and Secured Bank Product Obligations, including in each case those under all Credit Documents, but not including any
Excluded Swap Obligations.


 


“Secured Parties”:
Multicurrency Secured Parties, US Secured Parties and Secured Bank Product Providers.


 


“Securities
Account Control Agreement”: the securities account control agreements, in form and substance reasonably satisfactory
to Agent and the Administrative Borrower, executed by Agent, the applicable Loan Parties and the applicable financial institution
maintaining a Securities Account for such Loan Parties, in favor of Agent.


 


“Securities
Accounts”: all present and future “securities accounts” (as defined in Article 8 of the UCC, or in the
PPSA, as applicable), including all monies, “uncertificated securities,” “security entitlements” and other
 “financial assets” (as defined in Article 8 of the UCC or in the PPSA, as applicable), contained therein.


 






    76


     


    

 


“Security
Documents”: this Agreement, the Guarantees, the Canadian Security Agreements, the UK Security Agreements, the US Security
Agreement, the Custodian Agreement, the Deposit Account Control Agreements, the Securities Account Control Agreements, the Intellectual
Property Security Agreements, the Mortgages and all other documents, instruments and agreements now or hereafter securing (or given
with the intent to secure) any Secured Obligations or which reaffirm, acknowledge, amend or restate any of the foregoing.


 


“Senior Officer”:
the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Principal Accounting Officer,
the Treasurer, the Director of Treasury, Controller, Secretary, Director, Manager or other “Authorized Officer” (or
similar term), or any other senior officer of a Person designated as such in writing to Agent by such Person.


 


“Series of
Cash Neutral Transactions”: any series of Investments solely among Loan Parties and Restricted Subsidiaries; provided,
that (i) the amount of cash transferred by a Loan Party (such Loan Party, an “Initiating Company”) to a
Restricted Subsidiary in such Series of Cash Neutral Transactions is not greater than the amount of cash received by such
Initiating Company or another Loan Party in such Series of Cash Neutral Transactions less reasonable transaction expenses
and taxes (which cash must be received by such Initiating Company or another Loan Party within three Business Days of the initiation
of such Series of Cash Neutral Transactions), (ii) any Collateral (including cash of any Loan Party involved in such
Series of Cash Neutral Transactions) shall be subject to a perfected security interest of Agent, and the validly, perfection
and priority of such security interest shall not be impaired by or in connection with such Series of Cash Neutral Transactions,
(iii) no Restricted Subsidiary that is not a Loan Party may retain any cash after giving effect to such Series of Cash
Neutral Transactions, and (iv) five (5) Business Days prior to giving effect to such Series of Cash Neutral Transactions
(or such shorter period as Agent may agree), Agent shall have received a reasonably detailed description of such Series of
Cash Neutral Transactions and drafts of the documentation relating thereto as Agent may reasonably request.


 


“Settlement
Report”: a report delivered by Agent to the Revolver Lenders summarizing the Revolver Loans and, if applicable, participations
in LC Obligations of the applicable Borrowers under a Facility outstanding as of a given settlement date, allocated to such Applicable
Lenders on a Pro Rata basis in accordance with their Revolver Commitments.


 


“Similar Business”:
any business conducted or proposed to be conducted by Holdings or any of its Subsidiaries on the Closing Date or any business that
is similar, complementary, reasonably related, incidental or ancillary thereto, or is a reasonable extension, development or expansion
thereof.


 


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


 


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


 






    77


     


    

 


“Solvent”:
with respect to the Borrowers and their Subsidiaries, that, after giving effect to the consummation of the Transactions, (i) the
sum of the liabilities (including contingent liabilities) of the Borrowers and their Subsidiaries, on a consolidated basis, does
not exceed the present fair saleable value of the present assets of the Borrowers and their Subsidiaries, on a consolidated basis,
(ii) the fair value of the property of the Borrowers and their Subsidiaries, on a consolidated basis, is greater than the
total amount of liabilities (including contingent liabilities) of the Borrowers and their Subsidiaries, on a consolidated basis,
(iii) the capital of the Borrowers and their Subsidiaries, on a consolidated basis, is not unreasonably small in relation
to their business as contemplated on the date hereof and (iv) the Borrowers and their Subsidiaries, on a consolidated basis,
have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations beyond their
ability to pay such debts as they become due (whether at maturity or otherwise).


 


“Specified
Acquisition Agreement Representations”: representations made by, or with respect to, MMI and its subsidiaries in the
Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Parent (or its Affiliates) has
the right (taking into account any applicable cure provisions) to terminate its (or their) obligations under the Acquisition Agreement
as a result of a breach of such representations in the Acquisition Agreement or to decline to consummate the Acquisition (in accordance
with the terms of the Acquisition Agreement).


 


“Specified
Assets”: Equipment, Rental Equipment, Inventory, Real Estate, Chattel Paper and Accounts, in each case, solely to
the extent included in the Borrowing Base.


 


“Specified
Defaults”: any (i) Event of Default under Section 10.1.1 or 10.1.5, (ii) any Event of Default
arising from the failure of any Loan Party to deliver a Borrowing Base Certificate required to be delivered hereunder or any material
inaccuracy contained in any Borrowing Base Certificate, (iii) any Event of Default arising from the failure of any Loan Party
to comply with its obligations under this Agreement and the Security Agreements to make or direct payments into Deposit Accounts
over which Agent has a first priority perfected Lien and dominion and control (or, in the case of a Deposit Account of a UK Loan
Party, a floating charge), or to maintain such Lien and dominion and control (or, in the case of a Deposit Account of a UK Loan
Party, a floating charge), over Deposit Accounts (other than Excluded Deposit Accounts and Deposit Accounts to the extent such
Deposit Accounts are not yet required to be subject to a Deposit Account Control Agreement pursuant to Section 7.3.2
or 9.1.12(c)(iii)) and (iv) any Event of Default arising from the failure of the Loan Parties to comply with the covenant
contained in Section 9.3 at any time that such covenant is applicable pursuant to the terms hereof.


 


“Specified
Equity Contribution”: any cash contribution to the common equity (or otherwise in a form reasonably acceptable to Agent)
of Holdings and/or any purchase or investment in the common equity (or otherwise in a form reasonably acceptable to Agent) of Holdings,
in each case made pursuant to Section 10.2.


 


“Specified
Excess Availability”: as of any date of determination, an amount equal to the sum of (a) Excess Availability and
(b) Specified Suppressed Availability.


 


“Specified
Holders”: Sponsor, Parent or any of their respective Affiliates.


 






    78


     


    

 


“Specified
Representations”: the representations and warranties contained in Section 8.1.1(a), Section 8.1.2,
Section 8.1.3(c) and (d), Section 8.1.5, Section 8.1.7, the second sentence of
Section 8.1.15, Section 8.1.16, Section 8.1.18 and Section 8.1.19.


 


“Specified
Suppressed Availability”: as of any date of determination, the lesser of (a) the amount by which the aggregate Borrowing
Base exceeds the aggregate Revolver Commitments and (b) an amount equal to 5% of the aggregate Revolver Commitments.


 


“Specified
Transaction”: any Permitted Acquisition, any Investment under Section 9.2.5(g) or (k), any Dividend
under Section 9.2.6 or any prepayment, repurchase, redemption or defeasance of Indebtedness under Section 9.2.7,
or any other action or matter, in each case which is being made in reliance on compliance with the Payment Condition.


 


“Sponsor”:
TDR Capital LLP, a limited liability partnership established under the laws of England and Wales, having its registered office
at 20 Bentinck, London W1U 2EU and being registered with Companies House under number OC302604.


 


“Sponsor Affiliates”:
(a) the TDR Investor and any other fund (including, without limitation, any unit trust, investment trust, limited partnership
or general partnership) which is advised by, or the assets of which are managed (whether solely or jointly with others) from time
to time by, the Sponsor or the TDR Investor (or a group controlled by and whose members include the Sponsor and/or the TDR Investor
or their Affiliates (other than Holdings or any of its Subsidiaries or any portfolio company of the Sponsor or the TDR Investor));
and (b) any other fund (including, without limitation, any unit trust, investment trust, limited partnership or general partnership)
of which the Sponsor or the TDR Investor (or a group controlled by and whose members include the Sponsor and/or the TDR Investor
or their Affiliates (other than Holdings or any of its Subsidiaries or any portfolio company of the Sponsor or the TDR Investor))
or the TDR Investor’s general partner, trustee or nominee, is a general partner, manager, adviser, trustee or nominee (but,
for the avoidance of doubt, excluding any of Holdings or any of its Subsidiaries or any portfolio company of the Sponsor or the
TDR Investor).


 


“Stand-Alone
Customer Capital Leases”: as defined in the definition of Permitted Stand-Alone Capital Lease Transactions.


 


“Stock”:
shares of capital stock or shares in the capital, as the case may be (whether denominated as common stock or preferred stock or
ordinary shares or preferred shares, as the case may be), beneficial, partnership or membership interests, participations or other
equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity,
whether voting or non-voting.


 


“Subordinated
Indebtedness”: Indebtedness of any Loan Party that is expressly subordinate and junior in right of payment to the Obligations
of such Loan Party under this Agreement and is on subordination terms no less favorable to the Lenders than as is customary for
senior subordinated notes issued in a public or Rule 144A high yield debt offering, it being understood that delivery to Agent
at least five Business Days prior to the incurrence of such Indebtedness of a certificate of a Senior Officer of a Borrower (together
with a reasonably detailed description of the subordination terms and conditions of such Indebtedness or drafts of the documentation
relating thereto) certifying that such Borrower has determined in good faith that such subordination terms and conditions satisfy
the foregoing requirements shall be conclusive evidence that such terms and conditions satisfy such requirement.


 






    79


     


    

 


“Subsidiary”:
means, with respect to any Person:


 


(a)            any
corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar
entity) of which more than 50% of the total voting power of shares of Stock entitled to vote in the election of directors, managers
or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more
of the other Subsidiaries of that Person or a combination thereof, and


 


(b)            any
partnership, joint venture, limited liability company or similar entity of which:


 


(x)           more
than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and


 


(y)           such
Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.


 


Unless otherwise expressly provided, all
references herein to a “Subsidiary” shall mean a Subsidiary of Holdings, WS International or of a Loan Party,
as the context requires.


 


“Super-Majority
Facility Lenders”: Super-Majority Multicurrency Facility Lenders and/or Super-Majority US Facility Lenders, as the context
requires.


 


“Super-Majority
Lenders”: at any date of determination thereof, Revolver Lenders having Revolver Commitments representing more than 66-2/3%
of the aggregate Revolver Commitments at such time; provided, however, that for so long as any Revolver Lender shall
be a Defaulting Lender, the term “Super-Majority Lenders” shall mean Revolver Lenders (excluding Defaulting Lenders)
having Revolver Commitments representing more than 66 2/3% of the aggregate Revolver Commitments (excluding the Revolver Commitments
of each Defaulting Lender) at such time; provided, further, that if the Revolver Commitments have been terminated,
the term “Super-Majority Lenders” shall be calculated based on the Dollar Equivalent thereof using (a) in lieu
of such Revolver Lender’s terminated Revolver Commitment, the outstanding principal amount of the Revolver Loans by such
Revolver Lender to, and (if applicable) participation interests in LC Obligations owing by, all Borrowers and (b) in lieu
of the aggregate Revolver Commitments to all Borrowers, the aggregate outstanding Revolver Loans to, and (if applicable) LC Obligations
owing by, all Borrowers.


 


“Super-Majority
Multicurrency Facility Lenders”: at any date of determination thereof, Multicurrency Facility Lenders having Multicurrency
Facility Commitments representing more than 66-2/3% of the aggregate Multicurrency Facility Commitments at such time; provided,
however, that for so long as any Multicurrency Facility Lender shall be a Defaulting Lender, the term “Super-Majority
Multicurrency Facility Lenders” shall mean Multicurrency Facility Lenders (excluding Defaulting Lenders) having Multicurrency
Facility Commitments representing more than 66 2/3% of the aggregate Multicurrency Facility Commitments (excluding the Multicurrency
Facility Commitments of each Defaulting Lender) at such time; provided, further, that if the Multicurrency Facility
Commitments have been terminated, the term “Super-Majority Multicurrency Facility Lenders” shall be calculated based
on the Dollar Equivalent thereof using (a) in lieu of such Multicurrency Facility Lender’s terminated Multicurrency
Facility Commitment, the outstanding principal amount of the Multicurrency Facility Loans by such Multicurrency Facility Lender
to, and (if applicable) participation interests in Multicurrency LC Obligations owing by, all Borrowers and (b) in lieu of
the aggregate Multicurrency Facility Commitments to all Borrowers, the aggregate outstanding Multicurrency Facility Loans to, and
(if applicable) Multicurrency LC Obligations owing by, all Borrowers.


 






    80


     


    

 


“Super-Majority
US Facility Lenders”: at any date of determination thereof, US Facility Lenders having US Facility Commitments representing
more than 66-2/3% of the aggregate US Facility Commitments at such time; provided, however, that for so long as any
US Facility Lender shall be a Defaulting Lender, the term “Super-Majority US Facility Lenders” shall mean US Facility
Lenders (excluding Defaulting Lenders) having US Facility Commitments representing more than 66 2/3% of the aggregate US Facility
Commitments (excluding the US Facility Commitments of each Defaulting Lender) at such time; provided, further, that
if the US Facility Commitments have been terminated, the term “Super-Majority US Facility Lenders” shall be calculated
based on the Dollar Equivalent thereof using (a) in lieu of such US Facility Lender’s terminated US Facility Commitment,
the outstanding principal amount of the US Facility Loans by such US Facility Lender to, and (if applicable) participation interests
in US LC Obligations owing by, all US Borrowers and (b) in lieu of the aggregate US Facility Commitments to all US Borrowers,
the aggregate outstanding US Facility Loans to, and (if applicable) US LC Obligations owing by, all US Borrowers.


 


“Supporting
Obligations”: as defined in the UCC, and in any event means a Letter-of-Credit Right or secondary obligation that supports
the payment or performance of an Account, Chattel Paper, Document, General Intangible, Instrument or Investment Property,
including, but not limited to, securities, Investment Property, bills, notes, lien notes, judgments, chattel mortgages, mortgages,
security interests, hypothecs, assignments, guarantees, suretyships, accessories, bills of exchange, negotiable instruments, invoices
and all other rights, benefits and documents now or hereafter taken, vested in or held by a Person in respect of or as security
for the same and the full benefit and advantage thereof, and all rights of action or claims which a Person now has or may at any
time hereafter have against any other Person in respect thereof, including rights in its capacity as seller of any property or
assets returned, repossessed or recovered, under an installment or conditional sale or otherwise.


 


“Surety Bond”:
any bid, performance, payment, surety, indemnity, or other similar bonds.


 


“Swap”:
any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity
Exchange Act.


 


“Swap Obligation”:
with respect to any Person, any obligation to pay or perform under any Swap.


 






    81


     


    

 


“Swingline
Commitment”: the Canadian Swingline Commitment, the UK Swingline Commitment and/or the US Swingline Commitment,
as the context requires.


 


“Swingline
Lender”: the Canadian Swingline Lender, the UK Swingline Lender and/or the US Swingline Lender, as the context requires.


 


“Swingline
Loan”: a loan made pursuant to Section 2.1.7.


 


“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 Agent to be a suitable replacement) is
open for the settlement of payments in Euro.


 


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


 


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


 


(b)           a
partnership each member of which is:


 


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


 


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


 


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


 


“Tax Credit”:
a credit against, relief or remission for, or refund or repayment of, any Taxes.


 


“Tax Deduction”:
a deduction or withholding for or on account of Taxes from a payment under any Loan Document, other than a FATCA Deduction.


 


“Taxes”:
all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other similar charges imposed
in the nature of taxation by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“TDR Investor”:
TDR Capital II Holdings LP.


 


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


 






    82


     


    

 


“Termination
Event”: (a) the voluntary full or partial wind-up of a Canadian Pension Plan that is a registered pension plan by
a Canadian Loan Party; (b) the institution of proceedings by any Governmental Authority to terminate in whole or in part or
have a trustee appointed to administer such a plan; or (c) any other event or condition which might constitute grounds for
the termination of, winding-up or partial termination or winding-up or the appointment of a trustee to administer, any such plan.


 


“Test Period”:
for (i) any determination under Section 9.3 of this Agreement, the four consecutive fiscal quarters of WS International
then last ended and (ii) for all other purposes hereunder (including any provision of this Agreement requiring pro forma compliance
with the Interest Coverage Ratio, the Consolidated Fixed Charge Coverage Ratio or Total Net Leverage Ratio), the four consecutive
fiscal quarters of WS International then last ended for which financial statements have been delivered pursuant to clauses (a) or
(b) of Section 9.1.1.


 


“Titling State”:
any state with a motor vehicle or other applicable statute that requires certain mobile assets to be subject to a Certificate of
Title.


 


“Total Multicurrency
Facility Exposure”: as of any date of determination, the Dollar Equivalent of an amount equal to the sum of (a) the
Multicurrency Facility Loans outstanding on such date, (b) the Canadian LC Obligations on such date and (c) the UK LC
Obligations on such date.


 


“Total Net
Leverage Ratio”: as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date of determination
to (b) Consolidated EBITDA for the relevant Test Period.


 


“Total Revolver
Exposure”: Total US Facility Exposure and Total Multicurrency Facility Exposure.


 


“Total US
Facility Exposure”: as of any date of determination, the amount equal to the sum of (a) the US Facility Loans outstanding
on such date and (b) the US LC Obligations on such date.


 


“Tranche”:
as defined in Section 2.1.8(a).


 


“Transaction
Expenses”: any fees or expenses incurred or paid by any Loan Party or any of its Subsidiaries in connection with this
Agreement, the other Loan Documents, the Transactions and the transactions contemplated hereby and thereby.


 


“Transactions”:
collectively, (i) the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents,
the borrowing of the Loans and issuance of Letters of Credit hereunder and the use of the proceeds thereof, (ii) the consummation
of the Acquisition, (iii) the consummation of the Debt Repayment, (iv) the execution, delivery and performance by the
parties thereto of the 2025 Senior Secured Notes Indenture and all related documents, the issuance of the 2025 Senior Secured Notes
thereunder and the use of the proceeds thereof and (v) the payment of the Transaction Expenses.


 






    83


     


    

 


“Transfer”:
as defined in Section 2.1.5(d).


 


“Transfer
Date”: as defined in Section 2.1.5(d).


 


“Transferee”:
any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.


 


“Type”:
any type of a Loan (i.e., Base Rate Loan, LIBOR Loan, Canadian BA Rate Loan, or Canadian Prime Rate Loan) and which shall be either
an Interest Period Loan or a Floating Rate Loan.


 


“UCC”:
the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other US state or territory govern the
creation, perfection, priority or enforcement of any Lien, the Uniform Commercial Code of such state or territory.


 


“UK”
or “United Kingdom”: the United Kingdom of Great Britain and Northern Ireland.


 


“UK Base Rate”:
on any date, a rate per annum equal to LIBOR for the applicable currency as of 11:00 a.m. (London time) on the first day of
the then-current calendar month for a one-month Interest Period, plus 1%.


 


“UK Base Rate
Loan”: a Multicurrency Facility Loan, or portion thereof, made to a UK Borrower or a UK Swingline Loan made to a UK Borrower
in each case which is designated or deemed designated as a UK Base Rate Loan by the Administrative Borrower at the time or the
borrowing or conversion thereto. All UK Base Rate Loans shall be denominated in Euros (only to the extent such UK Base Rate Loan
is a UK Swingline Loan), Pounds Sterling (only to the extent such UK Base Rate Loan is a UK Swingline Loan) or Dollars and bear
interest calculated by reference to the UK Base Rate.


 


“UK Borrowers”:
(a) the Initial UK Borrowers and (b) each other Wholly-Owned UK Subsidiary that, after the date hereof, has executed
a supplement or joinder to this Agreement in accordance with Section 9.1.12 and has satisfied the other requirements
set forth in Section 9.1.12 in order to become a UK Borrower.


 


“UK Borrowing
Base”: at any time an amount equal to the sum (expressed in Dollars, based on the Dollar Equivalent thereof) of, without
duplication:


 


(a)            eighty-five
percent (85%) of the net book value of Eligible Accounts of any UK Loan Party, plus


 


(b)            the
lesser of:


 


(i)             ninety-five
percent (95%) of the net book value of Eligible Rental Equipment of any UK Loan Party and


 






    84


     


    

 


(ii)            the
product of (x) ninety percent (90%) multiplied by (y) either (I) in the case of Eligible Rental Equipment
not covered by the following clause (II), the lower of the (A) Cost of Eligible Rental Equipment of any UK Loan Party
and (B) Net Orderly Liquidation Value percentage identified in the most recent Appraisal of the Eligible Rental Equipment
of any UK Loan Parties multiplied by the net book value of such Eligible Rental Equipment or (II) for Eligible Rental
Equipment of any UK Loan Party consisting of custom containers and ISO containers that are presold, the lower of (A) the Cost
of such Eligible Rental Equipment and (B) the sales invoice price of such Eligible Rental Equipment, plus


 


(c)            the
sum of:


 


(i)             ninety
percent (90%) of the net book value of the Eligible Container Inventory Held For Sale of any UK Loan Party,


 


(ii)            ninety
percent (90%) of the net book value of the Eligible Work-In-Process Container Inventory of any UK Loan Party, and


 


(iii)           sixty-five
percent (65%) of either (x) Cost of the Eligible Raw Material Inventory of any UK Loan Party or (y) if such Eligible
Raw Material Inventory consists of steel, lumber, plywood, or paint, for purposes of fiscal year end calculations only, the lower
of the (I) Cost of such Eligible Raw Material Inventory or (II) fair market value of such Eligible Raw Material Inventory;


 


provided, that the amount
of the UK Borrowing Base pursuant to this clause (c) shall not exceed (i) $100,000,000 at any time individually
with respect to the UK Borrowing Base and (ii) $200,000,000 in the aggregate when taken together with the amount of the Canadian
Borrowing Base pursuant to clause (c) of the definition thereof and the amount of the US Borrowing Base pursuant to
clause (c) of the definition thereof, plus


 


(d)            eighty-five
percent (85%) of the Net Orderly Liquidation Value percentage identified in the most recent Appraisal of Eligible Machinery and
Equipment of any UK Loan Party, provided, that the amount included in the UK Borrowing Base pursuant to this clause (d) shall
not exceed $25,000,000, plus


 


(e)            one-hundred
percent (100%) of Eligible Qualified Cash of any UK Loan Party, minus


 


(f)            upon
five (5) Business Days’ prior written notification thereof to the Administrative Borrower by Agent (after consultation
with the Administrative Borrower in accordance with the definition of the term “Permitted Discretion”), any
and all Reserves established against the UK Borrowing Base.


 


Clauses (a) through (e) of
the UK Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate theretofore delivered
to Agent.


 


“UK Bribery
Act”: the United Kingdom Bribery Act of 2010.


 






    85


     


    

 


“UK DB Pension
Plan”: an occupational pension scheme which is not a money purchase scheme (each as defined in Section 181 of the
Pension Schemes Act 1993) of the United Kingdom.


 


“UK Dominion
Account”: each lockbox or Deposit Account established by the UK Loan Parties which is either (i) subject to a fixed
charge lien in favor of Agent or (ii) subject to a floating charge lien in favor of Agent which shall, upon the occurrence
of a Cash Dominion Event and subsequent creation of a fixed charge lien in favor of Agent over such lockboxes or Deposit Accounts,
become subject to a fixed charge lien in favor of Agent, in each case, in accordance with Section 7.3.2.


 


“UK Financial
Institution”: means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time)
promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within 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 Fronting
Bank”: (a) Bank of America (London); JPMorgan Chase Bank, N.A.; Deutsche Bank AG New York Branch; ING Capital LLC;
BBVA USA; Bank of the West and MUFG Union Bank, N.A. or, in each case, any Affiliate or branch thereof that agrees to issue UK
Letters of Credit, (b) for purposes of such Existing UK Letters of Credit, any Multicurrency Facility Lender that issued an
Existing UK Letter of Credit, and (c) if reasonably acceptable to the Administrative Borrower, any other Multicurrency Facility
Lender or Affiliate or branch thereof that agrees to issue UK Letters of Credit.


 


“UK Fronting
Bank Indemnitees”: any UK Fronting Bank and its Affiliates and branches and their respective officers, directors, employees,
agents, advisors and other representatives.


 


“UK Guarantors”:
(a) each UK Borrower, (b) the Initial UK Guarantors and (c) each other UK Subsidiary that, after the date hereof,
has executed a supplement or joinder to this Agreement in accordance with Section 9.1.12 and has satisfied the other
requirements set forth in Section 9.1.12 in order to become a UK Guarantor.


 


“UK Insolvency
Act”: the Insolvency Act 1986 enacted in the United Kingdom, as such act may be amended, varied, supplemented or replaced
from time to time.


 


“UK LC Application”:
an application by any UK Borrower on behalf of itself or any Restricted Subsidiary to a UK Fronting Bank for issuance of a UK Letter
of Credit, in form and substance reasonably satisfactory to such UK Fronting Bank.


 


“UK LC Conditions”:
the following conditions necessary for issuance, renewal and extension of a UK Letter of Credit: (a) each of the conditions
set forth in Section 6 being satisfied or waived; (b) after giving effect to such issuance, the total UK LC Obligations
do not exceed the UK Letter of Credit Sublimit and no Multicurrency Overadvance exists or would result therefrom; (c) the
expiration date of such UK Letter of Credit is (i) no more than 365 days from issuance (provided, that each UK Letter
of Credit may, upon the request of the Applicable UK Borrower, include a provision whereby such Letter of Credit shall be renewed
automatically for additional consecutive periods of twelve (12) months or less (but no later than five (5) Business Days prior
to the Revolver Facility Termination Date)) or such other date as the Administrative Borrower, Agent and applicable UK Fronting
Bank shall agree, and (ii) unless the applicable UK Fronting Bank and Agent otherwise consent (subject to the satisfaction
of the Cash Collateral requirements set forth in Section 2.3.3), at least five (5) Business Days prior to the
Revolver Facility Termination Date; (d) the UK Letter of Credit and payments thereunder are denominated in Dollars, Pounds
Sterling or Euros; (e) the form of the proposed UK Letter of Credit is reasonably satisfactory to the applicable UK Fronting
Bank; (f) the proposed use of the UK Letter of Credit is for a lawful purpose; (g) such UK Letter of Credit complies
with the applicable UK Fronting Bank’s policies and procedures with respect thereto; (h) no UK Fronting Bank shall be
required to issue any UK Letter of Credit if, after giving effect thereto, the aggregate amount of issued and outstanding UK Letters
of Credit issued by such UK Fronting Bank and its Affiliates and branches would exceed (x) in the case of any UK Fronting
Bank party hereto as of the Closing Date, the amount set forth opposite such UK Fronting Bank’s name on Schedule 1.1(a) under
the heading “UK Letters of Credit Commitments” and (y) in the case of any UK Fronting Bank that becomes a UK Fronting
Bank after the Closing Date, the amount which shall be set forth in the written agreement by which such UK Fronting Bank becomes
a UK Fronting Bank hereunder, in each case, unless otherwise agreed by such UK Fronting Bank in its sole discretion; and (i) no
UK Fronting Bank shall be required to issue any UK Letters of Credit other than standby letters of credit without its consent.


 






    86


     


    

 


“UK LC Documents”:
all documents, instruments and agreements (including UK LC Applications) required to be delivered by any UK Borrower or by any
other Person to a UK Fronting Bank or Agent in connection with issuance, amendment or renewal of, or payment under, any UK Letter
of Credit.


 


“UK LC Obligations”:
the Dollar Equivalent of the sum (without duplication) of (a) all amounts owing for any unreimbursed drawings under UK Letters
of Credit; (b) the stated undrawn amount of all outstanding UK Letters of Credit; and (c) for the purpose of determining
the amount of required Cash Collateralization only, all fees and other amounts owing with respect to such UK Letters of Credit.


 


“UK Letter
of Credit”: any standby, time (usance) or documentary letter of credit issued by a UK Fronting Bank for the account of
a UK Borrower or a Restricted Subsidiary or any indemnity, guarantee or similar form of credit support issued by Agent or a Fronting
Bank for the benefit of a UK Borrower or a Restricted Subsidiary, including any Existing UK Letter of Credit issued for the account
of a UK Borrower or a Restricted Subsidiary.


 


“UK Letter
of Credit Sublimit”: $20,000,000.


 


“UK Loan Party”:
each UK Borrower and each UK Guarantor, and “UK Loan Parties” means all such Persons, collectively.


 


“UK Non-Bank
Lender”: means:


 


(a)            a
Lender (which falls within clause (a)(ii) of the definition of UK Qualifying Lender) which becomes a Party on the Closing
Date and which is listed in Schedule 2.1.1(a); and


 


(b)            where
a Lender becomes a party after the Closing Date, an Eligible Assignee which gives a Tax Confirmation in the Assignment and Acceptance
which it executes on becoming a party.


 






    87


     


    

 


“UK Obligations”:
all Obligations of the UK Loan Parties (including, for the avoidance of doubt, the Obligations of the UK Loan Parties as Guarantors
of any Canadian Obligations).


 


“UK Qualifying
Lender”: means:


 


(a)            a
Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document and is:


 


(i)            a
Lender;


 


(A)            which
is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Loan Document and is within the charge
to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such
charge as respects such payments apart from section 18A of the CTA; or


 


(B)            in
respect of an advance made under a Loan Document by a person that was a bank (as defined for the purpose of section 879 of the
ITA) at the time that such advance was made and is within the charge to United Kingdom corporation tax as respects any payments
of interest made in respect of that advance; or


 


(ii)            a
Lender which is:


 


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


 


(B)           a
partnership, each member of which is:


 


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


 


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


 


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


 


(iii)            a
UK Treaty Lender; or


 






    88


     


    

 


(b)            a
Lender which is a building society (as defined for the purposes of section 880 of the ITA) making an advance under a Loan Document.


 


“UK Reimbursement
Date”: as defined in Section 2.3.2(a).


 


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


 


“UK Secured
Obligations”: all Secured Obligations of the UK Loan Parties (including, for the avoidance of doubt, the Secured Obligations
of the UK Loan Parties as Guarantors of any Canadian Secured Obligations).


 


“UK Security
Agreements”: (i) the English law debenture among certain UK Loan Parties and Agent; (ii) the English law share
charge among certain Loan Parties and Agent; and (iii) the English law partnership debenture among certain Loan Parties and
Agent, each of (i), (ii) and (iii) dated as of the Closing Date and each as may be amended, restated, amended and restated,
supplemented or otherwise modified from time to time.


 


“UK Subsidiary”:
each Subsidiary of Holdings incorporated under the laws of England and Wales.


 


“UK Swingline
Commitment”: $20,000,000.


 


“UK Swingline
Lender”: Bank of America (London) or an Affiliate of Bank of America (London).


 


“UK Swingline
Loan”: a Swingline Loan made by the UK Swingline Lender to a UK Borrower pursuant to Section 2.1.7(b), which
Swingline Loan shall be a UK Base Rate Loan.


 


“UK Tax Deduction”:
a deduction or withholding for or on account of Taxes imposed by the United Kingdom from a payment under any Loan Document, other
than a FATCA Deduction.


 


“UK Treaty
Lender”: a Lender which:


 


(a)            is
treated as a resident of a UK Treaty State for the purposes of the relevant treaty;


 


(b)            does
not carry on a business in the United Kingdom, as applicable, through a permanent establishment with which that Lender’s
participation in any advance is effectively connected; and


 


(c)            meets
all other conditions in the relevant Treaty for full exemption from tax imposed by the United Kingdom on interest, subject to the
completion of any procedural formalities.


 


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


 






    89


     


    

 


“Unfinanced
Capital Expenditures”: for any period, Capital Expenditures of WS International and the Restricted Subsidiaries made
in cash during such period, except to the extent financed with the proceeds of Capitalized Lease Obligations or other Indebtedness
(other than Loans incurred hereunder), equity issuances, cash received from the sale of any fixed assets (including, without limitation,
assets of the type that may constitute Rental Equipment hereunder), casualty proceeds, condemnation proceeds or other proceeds
that would not be included in Consolidated EBITDA, during such period; provided, that the aggregate amount of Unfinanced
Capital Expenditures during such period may not be less than zero.


 


“Unfunded
Current Liability”: of any (i) US Employee Plan shall mean the amount, if any, by which the present value of the
accrued benefits under the US Employee Plan as of the close of its most recent plan year, determined in accordance with Accounting
Standards Codification Topic 715-30, formerly Statement of Financial Accounting Standards No. 87, as in effect on the Closing
Date, based upon the actuarial assumptions that would be used by the US Employee Plan’s actuary in a termination of the US
Employee Plan, exceeds the fair market value of the assets allocable thereto, and (ii) Canadian Pension Plan which provides
benefits on a defined benefit basis shall mean the excess of the present value of the benefit liabilities determined on a plan
termination basis in accordance with actuarial assumptions over the current value of the assets, and in any event includes any
unfunded liability, solvency liability or wind up deficiency in respect of any such Canadian Pension Plan.


 


“Unit”:
any (a) Eligible Goods Inventory (disregarding for purposes of this definition the requirements of clauses (a) and
(f) of the definition of Eligible Goods Inventory), (b) Eligible Machinery and Equipment (disregarding for purposes
of this definition the requirements of clauses (a) and (d) of the definition of Eligible Machinery and
Equipment) or (c) Eligible Rental Equipment (disregarding for purposes of this definition the requirements of clauses (a) and
(h) of the definition of Eligible Rental Equipment) owned by a US Loan Party that, in each case, is of the type that,
if it were located in a Titling State, it would be required to be subject to a Certificate of Title.


 


“Unit Subsidiary”:
WillScot Equipment II, LLC, a Delaware limited liability company.


 


“Unit Subsidiary
Management Agreement”: the Unit Subsidiary Management Agreement dated as of November 29, 2017 between WS International
and Unit Subsidiary and shall include any other management agreement entered into by a Loan Party with the Unit Subsidiary so long
as all terms and conditions thereof are reasonably acceptable to Agent.


 


“Unrestricted
Subsidiary”: (a) any Subsidiary of WS International (whether existing as of the Closing Date or formed or acquired
thereafter) that the Administrative Borrower designates as an Unrestricted Subsidiary in a written notice to Agent, provided,
that (x) such designation shall be deemed to be an Investment on the date of such designation in an Unrestricted Subsidiary
in an amount equal to the sum of (i) WS International’s direct or indirect equity ownership percentage of the fair market
value of such designated Restricted Subsidiary immediately prior to such designation and (ii) the aggregate outstanding principal
amount of any Indebtedness owed by such designated Restricted Subsidiary to any Loan Party or any other Restricted Subsidiary immediately
prior to such designation, all calculated on a consolidated basis in accordance with GAAP, (y) the Payment Condition shall
be satisfied after giving effect to such designation, and (z) no Specified Default has occurred and is continuing at the time
of such designation or would result from such designation or would exist after giving effect thereto (or, if such designation is
part of a Limited Condition Transaction, on the LCT Test Date) and (b) each Subsidiary of an Unrestricted Subsidiary; provided,
however, that (i) such Subsidiary shall constitute an “Unrestricted Subsidiary” (under and as defined in
the 2023 Senior Secured Notes Indenture as in effect on the Closing Date and the 2025 Senior Secured Notes Indenture as in effect
on the Closing Date) and an “unrestricted subsidiary” (or similar term) under any other document, instrument or agreement
evidencing or governing Indebtedness of a Loan Party in a principal amount in excess of $100,000,000 at the time of any determination
made hereunder (to the extent that the terms of such document, instrument or agreement provide that there may be unrestricted subsidiaries
(or similar term) thereunder) and (ii) at the time of any written designation by the Administrative Borrower to Agent that
any Unrestricted Subsidiary shall no longer constitute an Unrestricted Subsidiary, such Unrestricted Subsidiary shall cease to
be an Unrestricted Subsidiary to the extent (x) no Specified Default has occurred and is continuing at the time of such designation
or would result from such designation or would exist after giving effect thereto (or, if such designation is part of a Limited
Condition Transaction, on the LCT Test Date), (y) the Payment Condition shall be satisfied after giving effect to such designation
and (z) any Indebtedness of such Unrestricted Subsidiary or Liens on assets of such Unrestricted Subsidiary as of the date
on which it becomes a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness and Liens on such date. As of the
Closing Date, no Subsidiary is an Unrestricted Subsidiary. Notwithstanding anything herein to the contrary, no Borrower shall be
designated as or otherwise be an Unrestricted Subsidiary.


 






    90


     


    

 


“US”:
the United States of America.


 


“US Assignment
of Claims Act”: Assignment of Claims Act of 1940, 31 USC. § 3727, 41 USC. § 15, as amended.


 


“US Bankruptcy
Code”: Title 11 of the United States Code.


 


“US Base Rate”:
for any day, a per annum rate equal to the greatest of (a) the US Prime Rate for such day; (b) the Federal Funds Rate
for such day, plus 0.50%; or (c) LIBOR for Dollars for a one-month interest period as determined as of such day, plus
1.0%. In no event shall the US Base Rate be less than zero.


 


“US Base Rate
Loan”: any Revolver Loan made to a US Borrower denominated in Dollars that bears interest based on the US Base Rate.


 


“US Borrowers”:
(a) the Initial US Borrowers and (b) each other Wholly-Owned US Subsidiary that, after the date hereof, has executed
a supplement or joinder to this Agreement in accordance with Section 9.1.12 and has satisfied the other requirements
set forth in Section 9.1.12 in order to become a US Borrower.


 


“US Borrowing
Base”: at any time an amount equal to the sum (expressed in Dollars, based on the Dollar Equivalent thereof) of, without
duplication:


 


(a)            eighty-five
percent (85%) of the net book value of Eligible Accounts of any US Loan Party, plus


 


(b)            the
lesser of:


 






    91


     


    

 


(i)            ninety-five
percent (95%) of the net book value of Eligible Rental Equipment of any US Loan Party; and


 


(ii)            the
product of (x) ninety percent (90%) multiplied by (y) either (I) in the case of Eligible Rental Equipment
not covered by the following clause (II), the lower of the (A) Cost of Eligible Rental Equipment of any US Loan Party
and (B) Net Orderly Liquidation Value percentage identified in the most recent Appraisal of the Eligible Rental Equipment
of any US Loan Parties multiplied by the net book value of such Eligible Rental Equipment or (II) for Eligible Rental
Equipment of any US Loan Party consisting of custom containers and ISO containers that are presold, the lower of (A) the Cost
of such Eligible Rental Equipment and (B) the sales invoice price of such Eligible Rental Equipment, plus


 


(c)            the
sum of:


 


(i)             ninety
percent (90%) of the net book value of the Eligible Container Inventory Held For Sale of any US Loan Party;


 


(ii)            ninety
percent (90%) of the net book value of the Eligible Work-In-Process Container Inventory of any US Loan Party; and


 


(iii)            sixty-five
percent (65%) of either (x) Cost of the Eligible Raw Material Inventory of any US Loan Party or (y) if such Eligible
Raw Material Inventory consists of steel, lumber, plywood, or paint, for purposes of fiscal year end calculations only, the lower
of (I) Cost of such Eligible Raw Material Inventory or (II) fair market value of such Eligible Raw Material Inventory;


 


provided, that the amount
of the US Borrowing Base pursuant to this clause (c) shall not exceed (i) $100,000,000 at any time individually
with respect to the US Borrowing Base and (ii) $200,000,000 in the aggregate when taken together with the amount of the UK
Borrowing Base pursuant to clause (c) of the definition thereof and the amount of the Canadian Borrowing Base pursuant
to clause (c) of the definition thereof, plus


 


(d)            the
sum of:


 


(i)             eighty-five
percent (85%) of the Net Orderly Liquidation Value percentage identified in the most recent Appraisal of Eligible Machinery and
Equipment of any US Loan Party; and


 


(ii)            solely
at the Administrative Borrower’s option, sixty percent (60%) of the Appraised Fair Market Value of Eligible Real Property;


 


provided, that the amount
included in the US Borrowing Base pursuant to this clause (d) shall not exceed $125,000,000, plus


 


(e)            one-hundred
percent (100%) of Eligible Qualified Cash of any US Loan Party, minus


 






    92


     


    

 


(f)            upon
five (5) Business Days’ prior written notification thereof to the Administrative Borrower by Agent (after consultation
with the Administrative Borrower in accordance with the definition of the term “Permitted Discretion”), any
and all Reserves established against the US Borrowing Base.


 


Clauses (a) through (e) of
the US Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate theretofore delivered
to Agent.


 


“US Collateral”:
Collateral that now or hereafter secures (or is intended to secure) any of the US Secured Obligations, including property of US
Loan Parties pledged to secure the US Secured Obligations under the Security Documents to which they are a party.


 


“US Dominion
Account”: each lockbox or Deposit Account established by the US Loan Parties which is subject to a Deposit Account Control
Agreement in favor of Agent in accordance with Section 7.3.2.


 


“US Employee
Plan”: an employee pension benefit plan within the meaning of Section 3(2) of ERISA (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, which is or,
during the five-year period immediately preceding the date hereof, was sponsored, maintained or contributed to by, or required
to be contributed to by, any US Loan Party or any of their ERISA Affiliates domiciled in the US, excluding, for greater clarity,
any Foreign Plan or arrangement subject to the laws of a non-US jurisdiction.


 


“US Facility”:
the credit facility provided by the US Facility Lenders to the US Borrowers hereunder.


 


“US Facility
Availability”: as of any date of determination, the difference between:


 


(a) the lesser
of (i) the US Facility Commitments and (ii) the US Borrowing Base (provided that for purposes of determining US
Facility Availability, the US Borrowing Base as of such date of determination shall be deemed to be reduced by the amount by which
the Total Multicurrency Facility Exposure as of such date of determination exceeds the sum of the Canadian Borrowing Base and the
UK Borrowing Base as of such date of determination) as of such date of determination, minus


 


(b) the principal
balance of all US Facility Loans and all US LC Obligations as of such date of determination (other than, if no Event of Default
exists, those constituting charges owing to any US Fronting Bank).


 


“US Facility
Commitment”: for any US Facility Lender, its obligation to make US Facility Loans to the US Borrowers and to participate
in US LC Obligations up to the maximum principal amount shown on Schedule 2.1.1(b), or, in the case of any Additional US
Facility Lender, up to the maximum principal amount indicated on the joinder agreement executed and delivered by such Additional
US Facility Lender pursuant to Section 2.1.9(c)(iv) or as hereafter determined pursuant to each Assignment and
Acceptance to which it is a party, as such US Facility Commitment may be adjusted from time to time in accordance with the provision
of Sections 2.1.3, 2.1.9 or 10.1.


 






    93


     


    

 


“US Facility
Commitment Increase”: as defined in Section 2.1.9(b).


 


“US Facility
Commitment Termination Date”: the earliest of (a) the Revolver Facility Termination Date, (b) the date on which
the Administrative Borrower terminates or reduces to zero all of the US Facility Commitments pursuant to Section 2.1.3(b),
and (c) the date on which the US Facility Commitments are terminated pursuant to Section 10.1. From and after
the US Facility Commitment Termination Date, the US Borrowers shall no longer be entitled to request a US Facility Commitment Increase
pursuant to Section 2.1.9 hereof.


 


“US Facility
Lender”: each Lender that has a US Facility Commitment (including each Additional US Facility Lender) and each other
Lender that acquires an interest in the US Facility Loans and/or US LC Obligations pursuant to an Assignment and Acceptance.


 


“US Facility
Loan”: (i) a Revolver Loan made by a US Facility Lender to a US Borrower pursuant to Section 2.1.1(b),
which Revolver Loan shall be denominated in Dollars and shall be either a US Base Rate Loan or a LIBOR Loan, in each case as selected
by the Administrative Borrower, and (ii) each US Swingline Loan, US Overadvance Loan and US Protective Advance.


 


“US Facility
Note”: the promissory notes, if any, executed by the US Borrowers in favor of each US Facility Lender to evidence the
US Facility Loans funded from time to time by such US Facility Lender, which shall be substantially in the form of Exhibit B-2
to this Agreement or such other form as Agent may agree, together with any replacement or successor notes therefor.


 


“US Facility
Obligations”: all Obligations of the US Loan Parties pertaining to US Facility Commitments, US Facility Loans borrowed
by any US Borrower and US LC Obligations, including any guarantees in respect thereof.


 


“US Fronting
Bank”: (a) Bank of America, JPMorgan Chase Bank, N.A.; Deutsche Bank AG New York Branch; ING Capital LLC; BBVA USA;
Bank of the West; PNC Bank, National Association; MUFG Union Bank, N.A.; and M&T Bank; or, in each case, any of their respective
Affiliates or branches that agrees to issue US Letters of Credit, (b) for purposes of such Existing US Letters of Credit,
any US Facility Lender that issued an Existing US Letter of Credit, and (c) if reasonably acceptable to the Administrative
Borrower, any other US Facility Lender or Affiliate or branch thereof that agrees to issue US Letters of Credit.


 


“US Fronting
Bank Indemnitees”: any US Fronting Bank and its Affiliates and branches and their respective officers, directors, employees,
agents, advisors and other representatives.


 


“US Guarantors”:
(a) each US Borrower, (b) the Initial US Guarantors and (c) each other US Subsidiary that, after the date hereof,
has executed a supplement or joinder to this Agreement in accordance with Section 9.1.12 and has satisfied the other
requirements set forth in Section 9.1.12 in order to become a US Guarantor.


 


“US LC Application”:
an application by any US Borrower on behalf of itself or any other US Restricted Subsidiary to a US Fronting Bank for issuance
of a US Letter of Credit, in form and substance reasonably satisfactory to such US Fronting Bank.


 






    94


     


    

 


“US LC Conditions”:
the following conditions necessary for issuance, renewal and extension of a US Letter of Credit: (a) each of the conditions
set forth in Section 6 being satisfied or waived; (b) after giving effect to such issuance, total US LC Obligations
do not exceed the US Letter of Credit Sublimit, (ii) no US Overadvance exists or would result therefrom and (iii) the
sum of the Dollar Equivalent of the outstanding amount of all US Loans made to all US Borrowers and the US LC Obligations of all
US Loan Parties does not exceed the US Borrowing Base (provided that for purposes of determining whether this clause (b)(iii) has
been satisfied, the US Borrowing Base shall be deemed to be reduced by the amount by which the Total Multicurrency Facility Exposure
exceeds the sum of the Canadian Borrowing Base and the UK Borrowing Base); (c) the expiration date of such US Letter of Credit
is (i) no more than 365 days from issuance (provided, that each US Letter of Credit may, upon the request of the Applicable
US Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods
of twelve (12) months or less (but no later than five (5) Business Days prior to the Revolver Facility Termination Date))
or such other date as the Administrative Borrower, Agent and the applicable US Fronting Bank shall agree, and (ii) unless
the applicable US Fronting Bank and Agent otherwise consent (subject to the satisfaction of the Cash Collateral requirements set
forth in Section 2.4.3), at least five (5) Business Days prior to the Revolver Facility Termination Date; (d) the
US Letter of Credit and payments thereunder are denominated in Dollars; (e) the form of the proposed US Letter of Credit is
reasonably satisfactory to the applicable US Fronting Bank; (f) the proposed use of the US Letter of Credit is for a lawful
purpose; (g) such US Letter of Credit complies with the applicable US Fronting Bank’s policies and procedures with respect
thereto; (h) no US Fronting Bank shall be required to issue any US Letter of Credit if, after giving effect thereto, the aggregate
amount of issued and outstanding US Letters of Credit issued by such US Fronting Bank and its Affiliates and branches would exceed
(x) in the case of any US Fronting Bank party hereto as of the Closing Date, the amount set forth opposite such US Fronting
Bank’s name on Schedule 1.1(a) under the heading “US Letters of Credit Commitments” and (y) in
the case of any US Fronting Bank that becomes a US Fronting Bank after the Closing Date, the amount which shall be set forth in
the written agreement by which such US Fronting Bank becomes a US Fronting Bank hereunder, in each case, unless otherwise agreed
by such US Fronting Bank in its sole discretion; and (i) no US Fronting Bank shall be required to issue any US Letters of
Credit other than standby letters of credit without its consent.


 


“US LC Documents”:
all documents, instruments and agreements (including US LC Applications) required to be delivered by any US Borrower or by any
other Person to a US Fronting Bank or Agent in connection with issuance, amendment or renewal of, or payment under, any US Letter
of Credit.


 


“US LC Obligations”:
the sum (without duplication) of (a) all amounts owing in respect of any unreimbursed drawings under US Letters of Credit;
(b) the stated undrawn amount of all outstanding US Letters of Credit; and (c) for the purpose of determining the amount
of required Cash Collateralization only, all fees and other amounts owing with respect to US Letters of Credit.


 


“US Letter
of Credit”: any standby, time (usance) or documentary letter of credit issued by a US Fronting Bank for the account of
a US Borrower or any Restricted Subsidiary, including any Existing US Letter of Credit issued for the account of a US Borrower
or a Restricted Subsidiary.


 


“US Letter
of Credit Sublimit”: $125,000,000.


 






    95


     


    

 



 


“US Loan Party”:
each US Borrower and each US Guarantor, and “US Loan Parties” means all such Persons, collectively.


 


“US Loans”:
(i) a US Facility Loan and (ii) each Multicurrency Facility Loan made by a Multicurrency Facility Lender to a US Borrower
pursuant to Section 2.1.1(a).


 


“US Obligations”:
all Obligations of the US Loan Parties (including, for the avoidance of doubt, the Obligations of the US Loan Parties as Guarantors
of any Obligations).


 


“US Overadvance”:
as defined in Section 2.1.4(b).


 


“US Overadvance
Loan”: a US Base Rate Loan made to a US Borrower when a US Overadvance exists or is caused by the funding thereof.


 


“US Person”:
any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“US Prime
Rate”: the rate of interest announced by Bank of America from time to time as its prime rate. Such rate is set by Bank
of America on the basis of various factors, including its 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 rate. Any change in such 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. In no event shall the US Prime Rate be less than zero.


 


“US Protective
Advances”: as defined in Section 2.1.5(b).


 


“US Reimbursement
Date”: as defined in Section 2.4.2(a).


 


“US Secured
Obligations”: all Secured Obligations of the US Loan Parties (including, for the avoidance of doubt, the Secured Obligations
of the US Loan Parties as Guarantors of any Secured Obligations).


 


“US Secured
Parties”: Agent, any US Fronting Bank, US Facility Lenders and Secured Bank Product Providers of Bank Products to US
Loan Parties and any other Secured Parties that are the holders of, or the beneficiaries of, any Guarantee of any US Facility Obligations.


 


“US Security
Agreement”: the Security and Pledge Agreement substantially in the form of Exhibit K hereto among the US
Loan Parties (including Holdings) and Agent, as such Security and Pledge Agreement may be amended, supplemented, modified or waived.


 


“US Special
Resolution Regimes”: has the meaning specified in Section 13.20.


 


“US Subsidiary”:
a Subsidiary of Holdings that is organized under the laws of the United States, any state of the United States or the District
of Columbia.


 


“US Swingline
Commitment”: $100,000,000.


 


“US Swingline
Lender”: Bank of America or an Affiliate of Bank of America.


 






    96


     


    

 


“US Swingline
Loan”: a Swingline Loan made by the US Swingline Lender to a US Borrower pursuant to Section 2.1.7(c), which
Swingline Loan shall be denominated in Dollars and shall be a US Base Rate Loan.


 


"VAT" means:


 


(a)            any
tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive
2006/112); and


 


(b)           any
other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition
to, such tax referred to in clause (a) above, or imposed elsewhere.


 


“Voting Stock”:
with respect to any Person, any class or classes of equity interests pursuant to which the holders thereof have the general voting
power under ordinary circumstances, in the absence of contingencies, to elect at least a majority of the board of directors of
such Person.


 


“Wholly-Owned”:
with respect to any Person at any time any Subsidiary, 100% of whose Stock (other than (i) Stock owned by third parties on
the Closing Date and (ii) in the case of any Non-US Subsidiary, nominal directors’ qualifying shares or other nominal
shares legally required to be held by third parties) is at such time owned, directly or indirectly, by such Person or by one or
more Wholly-Owned Subsidiaries of such Person.


 


“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.


 


“WS International”:
as defined in the preamble to this Agreement.


 


1.2          Accounting
Terms. Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted,
all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP. In the event
that the Administrative Borrower shall notify Agent that the Loan Parties have adopted IFRS or any Accounting Changes (as defined
below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms
in this Agreement, then regardless of whether any such notice is given before or after such adoption or such Accounting Change
or in the application thereof, at the request of the Administrative Borrower, Agent or the Required Lenders, the Administrative
Borrower, Agent and the Lenders agree to enter into good faith negotiations in order to amend such provisions of this Agreement
so as to reflect equitably such adoption or such Accounting Changes with the desired result that the criteria for evaluating the
financial condition of the Loan Parties and the Restricted Subsidiaries shall be substantially the same after such change as if
such change had not been made. Until such time as such an amendment shall have been executed and delivered by the Loan Parties,
Agent and the Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall continue to be calculated
or construed as if such adoption or such Accounting Changes had not occurred and (ii) to the extent the applicable Accounting
Change is the result of a proposal by the Administrative Borrower pursuant to clause (ii) of the definition thereof,
the Loan Parties shall provide to Agent and the Lenders any documents and calculations reasonably requested by Agent setting forth
a reconciliation between calculations of such ratios and requirements and other terms of an accounting or a financial nature made
before and after giving effect to such adoption or such Accounting Change. “Accounting Changes” refers to changes
in accounting principles (i) required by the promulgation or change in application of any rule, regulation, pronouncement
or opinion by the United States Financial Accounting Standards Board or International Accounting Standards Board, as applicable,
or (ii) otherwise proposed by the Administrative Borrower to, and approved by, Agent. Notwithstanding the foregoing, for
purposes of determining compliance with any covenant contained herein, Indebtedness of WS International and its Subsidiaries
shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of any accounting principles
on financial liabilities shall be disregarded.


 






    97


     


    

 


1.3          Uniform
Commercial Code/PPSA. As used herein, the following terms are defined in accordance with the UCC in effect in the
State of New York from time to time: “Chattel Paper”, “Commercial Tort Claim”, “Instrument”,
 “Investment Property” (and, subject to Section 1.6, as such terms relate to any such Property of any Canadian
Loan Party, such terms shall refer to such Property as defined in the PPSA or the Securities Transfer Act, 2006 to the
extent applicable). In addition, other terms relating to Collateral used and not otherwise defined herein that are defined in
the UCC and/or the PPSA shall have the meanings set forth in the UCC and/or the PPSA, as applicable and as the context requires.


 


1.4          Certain
Matters of Construction. The terms “herein,” “hereof,” “hereunder” and other
words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun
used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date,
 “from” means “from and including,” and “to” and “until” each mean “to but
excluding.” All references to “knowledge” or “awareness” of any Loan Party or any Restricted Subsidiary
thereof means the actual knowledge of a Senior Officer of such Loan Party or such Restricted Subsidiary. The terms “including”
and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the
parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear
as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws
or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any reference
to any Loan Document shall be deemed to include any amendments, restatements, waivers and other modifications, extensions or supplements
to, or renewals of, such Loan Document and any reference to any other document, instrument or agreement shall be deemed to include
any amendments, restatements, waivers and other modifications, extensions or supplements to, or renewals of, such document, instrument
or agreement so long as the same is not prohibited under this Agreement or the other Loan Documents; (c) section means, unless
the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise
requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person includes successors,
permitted transferees and permitted assigns of such Person; (f) time of day means time of day in New York, New York (Eastern
Time) unless otherwise specified herein; (g) discretion of Agent, any Fronting Bank or any Lender means the sole and absolute
discretion of such Person exercised in a manner consistent with its duties of good faith and fair dealing; (h) “property”
or “asset” includes any real or personal, present or future, tangible or intangible property or asset and any right,
interest, revenue or benefit in, under or derived from the property or asset; and (i) for the purposes of this Agreement
and the other Loan Documents governed by the laws of the United States, any “foreign” jurisdiction means any jurisdiction
outside of the United States of America. The meanings given to terms defined herein shall be equally applicable to both the singular
and plural forms of such terms. To the extent not otherwise specified herein, Borrowing Base calculations for each Borrower shall
be consistent with historical methods of valuation and calculation for such Borrower’s Borrowing Base under this Agreement
or such Borrower’s borrowing base under any asset based loan facility of such Borrower in existence immediately prior to
its entering into this Agreement, and otherwise reasonably satisfactory to Agent (and not necessarily calculated in accordance
with GAAP). No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed
to have, drafted the provision. Whenever any payment, certificate, notice or other delivery shall be stated to be due on a day
other than a Business Day, the due date for such payment or delivery shall be extended to the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of interest or fees, as the case may be; provided,
however, that if such extension would cause payment of interest on or principal of any Interest Period Loan to be made
in the next calendar month, such payment shall be made on the immediately preceding Business Day. Agent does not warrant, nor
accept responsibility, nor shall Agent have any liability with respect to the administration, submission or any other matter related
to the rates in the definition of “LIBOR” or with respect to any comparable or successor rate thereto, except as expressly
provided herein, including, for the avoidance of doubt, as set forth in Section 13.22.


 






    98


     


    

 


1.5          Currency
Calculations. Unless expressly provided otherwise, all references in the Loan Documents to Loans, Letters of Credit,
Obligations, Revolver Commitments, availability, Borrowing Base components and other amounts shall be denominated in Dollars.
The Dollar Equivalent of any amounts denominated or reported under a Loan Document in a currency other than Dollars shall be determined
by Agent on a daily basis, based on the current Exchange Rate. Loan Parties shall report the value of any Borrowing Base components
to Agent in the currency invoiced by Loan Parties or shown in Loan Parties’ financial records, and unless expressly provided
otherwise herein, shall deliver financial statements and calculate financial covenants in Dollars. Notwithstanding anything herein
to the contrary, if any Obligation is funded and expressly denominated in a currency other than Dollars, Borrowers shall repay
such Obligation in such other currency.


 


1.6          Interpretation
(Quebec). For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or
any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may
be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Québec,
(a) “personal property” shall be deemed to include “movable property”, (b) “real property”
shall be deemed to include “immovable property”, (c) “tangible property” shall be deemed to include
 “corporeal property”, (d) “intangible property” shall be deemed to include “incorporeal property”,
(e) “security interest”, “mortgage” and “lien” shall be deemed to include a “hypothec”,
 “prior claim”, “right of retention”, “reservation of ownership” and a “resolutory clause”,
(f) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under
the Civil Code, (g) all references to “perfection” of or “perfected” Liens shall be deemed to include
a reference to “opposable” or “set up” Liens as against third parties, (h) any “right of offset”,
 “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (i) “goods”
shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments,
money and securities, (j) an “agent” shall be deemed to include a “mandatary”, (k) “construction
liens” or “mechanics, materialmen, repairmen, construction contractors or other like Liens” shall be deemed
to include “legal hypothecs” and “legal hypothecs in favor of persons having taken part in the construction
or renovation of an immovable”, (l) “joint and several” shall be deemed to include “solidary”,
(m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”,
(n) “beneficial ownership” shall be deemed to include “ownership on behalf of another as mandatary”,
(o) “easement” shall be deemed to include “servitude”, (p) “priority” shall be deemed
to include “rank” or “prior claim”, as applicable (q) “survey” shall be deemed to include
 “certificate of location and plan”, and (r) “fee simple title” shall be deemed to include “absolute
ownership” and “ownership” (including ownership under a right of superficies), (s) “accounts”
shall include “claims”, (t) “legal title” shall be deemed to include “holding title on behalf
of an owner as mandatary or prête-nom”, (u) “ground lease” shall be deemed to include “emphyteusis”
or a “lease with a right of superficies”, as applicable, (v) “leasehold interest” shall be deemed
to include a “valid lease”, (w) “lease” shall be deemed to include a “leasing contract”,
(x) “guarantee” and “guarantor” shall be deemed to include “suretyship” and “surety”,
respectively, and (y) “foreclosure” shall be deemed to include the “exercise of a hypothecary right”.
The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions
contemplated herein be drawn up in the English language only (except if another language is required under any Applicable Law)
and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English
language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les
autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris
tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en la langue
anglaise seulement (sauf si une autre langue est requise en vertu d’une Applicable Law).


 






    99


     


    

 


1.7          Pro
Forma Calculations.


 


(a)            For purposes of determining the Interest Coverage Ratio, the Total Net Leverage
Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other
components of such ratios), Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness,
the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, the incurrence or repayment of Indebtedness
(other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working
capital purposes), acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations (as determined in
accordance with GAAP) that have been made by WS International or any of the Restricted Subsidiaries during a Test Period or subsequent
to such Test Period and on or prior to the date that the Interest Coverage Ratio, the Total Net Leverage Ratio, the Consolidated
Total Assets and the Consolidated Fixed Charge Coverage Ratio is being tested shall be calculated on a pro forma basis assuming
that all such Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, dispositions,
mergers, amalgamations consolidations and disposed operations (and, for the avoidance of doubt, the change in any associated fixed
charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Test Period.
If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated
with or into WS International or any of the Restricted Subsidiaries since the beginning of such period shall have made any Investment,
Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisition, disposition, merger, amalgamation,
consolidation or disposed operation that would have required adjustment pursuant to the preceding sentence, then the Interest
Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including
Consolidated EBITDA and the other components of such ratios) shall be calculated giving pro forma effect thereto for such period
as if such Investment, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisition, disposition,
merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the Test Period.


 






    100


     


    

 


(b)            Whenever pro
forma effect is to be given with respect to a transaction or specified action, the pro forma calculations shall be made in good
faith by a responsible financial or accounting officer of the Administrative Borrower and shall be made in accordance with Article 11
of Regulation S-X. In addition to pro forma adjustments made in accordance with Article 11 of Regulation S-X, pro forma calculations
may also include operating expense reductions and operating improvements or synergies for such period resulting from any asset
sale or other disposition or acquisition, Investment, merger, amalgamation, consolidation, discontinued operation, cost savings
initiatives, operating improvements and changes or business optimization and other restructuring and integration activities for
which pro forma effect is being given that (A) have been realized or (B) for which specified actions have been taken
or are reasonably expected to be taken within twenty-four (24) months of the date of such transaction; provided, that (w) any
pro forma adjustments made pursuant to this sentence shall be set forth in Compliance Certificates of the Administrative Borrower
delivered to Agent pursuant to Section 9.1.1(d) and, to the extent required hereunder, in any certificate required
to be delivered under the definition of Payment Condition, (x) such operating expense reductions, operating improvements or
synergies are reasonably identifiable and quantifiable in the good faith judgment of the Administrative Borrower, (y) no operating
expense reductions, operating improvements or synergies shall be given pro forma effect to the extent duplicative of any expenses
or charges relating to such operating expense reductions, operating improvements or synergies that are added back pursuant to the
definition of Consolidated EBITDA, and (z) operating expense reductions, operating improvements or synergies given pro forma
effect shall not include any operating expense reductions, operating improvements or synergies related to the combination of the
operation of any Person, property, business or asset acquired, including pursuant to the Transactions or pursuant to a transaction
consummated prior to the Closing Date, and subsequently so disposed of. Such pro forma adjustments may be in addition to (but not
duplicative of) adjustments to Consolidated Net Income and addbacks to Consolidated EBITDA; provided, that the sum of (i) the
aggregate amount of operating expense reductions, operating improvements and synergies pursuant to this Section 1.7(b),
plus (ii) the aggregate amount of increases to Consolidated EBITDA pursuant to clause (h) of the definition
thereof shall not exceed 20% of Consolidated EBITDA for any four consecutive fiscal quarter period (calculated prior to giving
effect to such adjustments). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest
on such Indebtedness shall be calculated as if the rate in effect on the date that Consolidated EBITDA is being tested had been
the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest
on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial
or accounting officer of the Administrative Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in
accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving
credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during
the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually
chosen, or, if none, then based upon such optional rate chosen as the Administrative Borrower may designate.


 






    101


     


    

 


1.8          Limited
Condition Transaction.


 


(a)            For
purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the Interest
Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets or the Consolidated Fixed Charge Coverage Ratio,
(ii) determining compliance with representations and warranties (other than, in the case of an acquisition or other similar
Investment, certain customary “specified representations” or, at the option of the Administrative Borrower, European
 “certain funds” representations) or absence of Defaults or Events of Default, (iii) testing availability under
baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA)
or (iv) satisfying the Payment Conditions, in each case, in connection with a Limited Condition Transaction (and each transaction
entered into connection therewith, including, without limitation, the incurrence of any Indebtedness, or the issuance of any shares
of Disqualified Stock, the incurrence of any Liens or the making of Investments, Dividends, prepayments of Junior Debt, asset sales,
transfers and dispositions, fundamental changes or the designation of any Restricted Subsidiary or Unrestricted Subsidiary), at
the option of the Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with
any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action
is permitted hereunder shall be deemed to be (A) in the case of any acquisition or other similar Investment (including with
respect to any Indebtedness to be incurred in connection therewith), either, at the Administrative Borrower’s option (x) as
of the date the definitive agreements for such acquisition or other similar Investment are entered into, (y) at the time that
binding commitments to provide any Indebtedness to be incurred in connection therewith are provided or at the time such Indebtedness
is incurred or (z) at the time of the consummation of the relevant acquisition or other similar Investment, (B) in the
case of any Dividends (including with respect to any Indebtedness to be incurred in connection therewith), either, at the Administrative
Borrower’s option, (x) at the time of the declaration of such Dividend, (y) at the time that binding commitments
to provide any Indebtedness to be incurred in connection therewith are provided or are the time such Indebtedness is incurred or
(z) at the time of the making of such Dividend, and (C) in the case of any irrevocable repayment, repurchase or redemption
of Indebtedness (including with respect to any Indebtedness to be incurred in connection therewith), either, at the option of the
Administrative Borrower (x) at the time of delivery of notice with respect to such repayment, repurchase or redemption, (y) at
the time that binding commitments to provide any Indebtedness to be incurred in connection therewith are provided or at the time
such Indebtedness is incurred or (z) at the time of the making of such repayment, repurchase or redemption (each such time
described in clauses (A) through (C), the “LCT Test Date”), in each case, after giving effect
to the relevant transaction, any related Indebtedness (including the intended use of proceeds thereof), and all other permitted
pro forma adjustments on a pro forma basis, and if, after giving pro forma effect to the Limited Condition Transaction and the
other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test
Period ending prior to the LCT Test Date, the Borrowers or other Restricted Subsidiaries could have taken such action on the relevant
LCT Test Date in compliance with such ratio, representation, warranty, absence of Defaults or Events of Default, basket or Payment
Condition, such ratio, representation, warranty, absence of Defaults or Events of Default, basket or Payment Condition shall be
deemed to have been complied with, provided, that (I) in the event the Administrative Borrower makes an LCT Election
in connection with the making of a Dividend, a reserve shall be established in an amount no greater than the amount of such Dividend
(or such lesser amount as Agent shall agree in its Permitted Discretion) at the time of making such LCT Election (such reserve,
a “LCT Dividend Reserve”) and (II) the determination of or testing of a Payment Condition on an LCT Test
Date in connection with a Limited Condition Transaction shall only be permitted to the extent such Limited Condition Transaction
is consummated within sixty (60) days of such LCT Test Date.


 






    102


     


    

 


(b)            For
the avoidance of doubt, if the Administrative Borrower has made an LCT Election and any of the ratios or baskets for which compliance
was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket (including
due to fluctuations of the target of any acquisition or other similar Investment that is part of such Limited Condition Transaction)
at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded
as a result of such fluctuations. If the Administrative Borrower has made an LCT Election for any Limited Condition Transaction,
then in connection with any subsequent calculation of such ratios or baskets on or following the relevant LCT Test Date and prior
to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive
agreement for such Limited Condition Transaction is terminated or expires or such irrevocable notice is rescinded, as applicable,
without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming
such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and
the use of proceeds thereof) have been consummated. Notwithstanding the foregoing, assets of the target of any acquisition or other
similar Investment that is part of a Limited Condition Transaction shall not be included in the Borrowing Base until the date on
which such Limited Condition Transaction is consummated.


 


(c)            Notwithstanding
anything herein to the contrary (other than as set forth in Section 2.1.9(c)), this Section 1.8 shall not
be applicable in determining whether the conditions precedent set forth in Section 6 have been satisfied with respect
to the making of any Loan or the issuance, extension or renewal of any Letter of Credit.


 






    103


     


    

 


1.9          Compliance
with Certain Sections. For purposes of determining compliance with Section 9.2, in the event that any
Lien, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), Investment,
Dividend, prepayment of Junior Debt, fundamental change, disposition or contractual requirement, meets the criteria of one, or
more than one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection
of Section 9.2 related thereto, such transaction (or portion thereof) at any time shall be permitted under one or
more of such clauses at the time of such transaction or any later time from time to time, in each case, as determined by the Administrative
Borrower in its sole discretion at such time and thereafter may be reclassified by the Administrative Borrower in any manner not
expressly prohibited by this Agreement; provided, that (w) all Indebtedness outstanding under the Loan Documents will
at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(A), (w) all Indebtedness outstanding
under the 2025 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding
in reliance on Section 9.2.1(b)(i)(B), (x) all Indebtedness outstanding under the 2023 Senior Secured Notes and
any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(C),
(y) all Indebtedness under Hedge Agreements will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(viii) and
(z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral
to be subject to the Intercreditor Agreement to the extent otherwise required by this Agreement. With respect to (x) any
amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that do not require
compliance with a financial ratio or test (including the Interest Coverage Ratio, the Consolidated Fixed Charge Coverage Ratio,
the Total Net Leverage Ratio, Consolidated EBITDA and/or Consolidated Total Assets) substantially concurrently with (y) any
amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance
with a financial ratio or test (including the Interest Coverage Ratio, the Consolidated Fixed Charge Coverage Ratio, the
Total Net Leverage Ratio, Consolidated EBITDA and/or the Consolidated Total Assets), it is understood and agreed that the amounts
in clause (x) shall be disregarded in the calculation of the financial ratio or test applicable to the amounts in
clause (y).


 


1.10        Interest
Rates. Agent does not warrant, nor accept responsibility, nor shall Agent have any liability with respect to the
administration, submission or any other matter related to the rates in the definition of “LIBOR” or with respect to
any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR
Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.


 


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


 






    104


     


    

 


SECTION 2.        CREDIT
FACILITIES


 


2.1          Commitment.


 


2.1.1        Revolver
Loans.


 


(a)            Multicurrency
Facility Loans. Each Multicurrency Facility Lender agrees, severally and not jointly with the other Multicurrency Facility
Lenders, upon the terms and subject to the conditions set forth herein, to make Multicurrency Facility Loans to any of the Borrowers
on any Business Day during the period from the Closing Date to the Multicurrency Facility Commitment Termination Date, not to
exceed an aggregate principal amount outstanding at any time (based on the Dollar Equivalent thereof), together with such Multicurrency
Facility Lender’s portion of the Multicurrency LC Obligations, such Multicurrency Facility Lender’s Multicurrency
Facility Commitment at such time, which Multicurrency Facility Loans may be repaid and reborrowed in accordance with the provisions
of this Agreement; provided, however, that Multicurrency Facility Lenders shall have no obligation to the Borrowers
whatsoever to honor any request for a Multicurrency Facility Loan (i) on or after the Multicurrency Facility Commitment Termination
Date, (ii) if the Dollar Equivalent of the amount of the proposed Multicurrency Facility Loan exceeds the Multicurrency Facility
Availability on the proposed funding date for such Multicurrency Facility Loan or (iii) in the case of a Multicurrency Facility
Loan to be borrowed by a US Borrower, after giving effect thereto, if the amount of all Multicurrency Facility Loans made to all
US Borrowers as of the proposed funding date for such Multicurrency Facility Loan exceeds the US Borrowing Base as of such date
(provided that for purposes of determining whether this clause (iii) has been satisfied, the US Borrowing Base as
of such date shall be deemed to be reduced by the amount of the Total US Facility Exposure as of such date). Each Borrowing of
Multicurrency Facility Loans shall be funded by the Multicurrency Facility Lenders on a Pro Rata basis. The Multicurrency Facility
Loans shall bear interest as set forth in Section 3.1. Each Multicurrency Facility Loan shall, at the option of the
Administrative Borrower, be made or continued as, or converted into, part of one or more Borrowings that, unless specifically
provided herein shall consist entirely of (i) if denominated in Canadian Dollars, Canadian Prime Rate Loans or Canadian BA
Rate Loans (and shall be borrowed by a Canadian Borrower), (ii) if denominated in Dollars and (x) borrowed by a Canadian
Borrower, Canadian Base Rate Loans or LIBOR Loans, (y) borrowed by a UK Borrower, UK Base Rate Loans or LIBOR Loans or (z) borrowed
by a US Borrower, US Base Rate Loans or LIBOR Loans or (iii) if denominated in Euros or Pounds Sterling, LIBOR Loans (and
shall be borrowed by a UK Borrower). All Borrowers shall be jointly and severally liable to pay all of the Multicurrency Facility
Loans borrowed by a Canadian Borrower or a UK Borrower. All US Borrowers shall be jointly and severally liable to pay all Multicurrency
Facility Loans borrowed by a US Borrower. The Multicurrency Facility Loans shall be repaid in accordance with the terms of this
Agreement. Each Multicurrency Facility Loan shall be funded, at the option of the Administrative Borrower, in Canadian Dollars,
Dollars, Euros or Pounds Sterling, and repaid in the same currency as the underlying Multicurrency Facility Loan was made. Canadian
Prime Rate Loans and Canadian Base Rate Loans shall be in a minimum amount of Cdn$500,000 and $500,000, respectively, and increments
of Cdn$500,000 and $500,000, respectively, in excess thereof. UK Base Rate Loans shall be in a minimum amount of £500,000
and increments of £500,000 in excess thereof. US Base Rate Loans under the Multicurrency Facility shall be in a minimum
amount of $500,000 and increments of $500,000 in excess thereof.


 






    105


     


    

 


(b)            US
Facility Loans. Each US Facility Lender agrees, severally and not jointly with the other US Facility Lenders, upon the terms
and subject to the conditions set forth herein, to make US Facility Loans to any of the US Borrowers on any Business Day during
the period from the Closing Date to the US Facility Commitment Termination Date, not to exceed an aggregate principal amount outstanding
at any time, together with such US Facility Lender’s portion of the US LC Obligations, such US Facility Lender’s US
Facility Commitment at such time, which US Facility Loans may be repaid and reborrowed in accordance with the provisions of this
Agreement; provided, however, that US Facility Lenders shall have no obligation to US Borrowers whatsoever to honor
any request for a US Facility Loan (i) on or after the US Facility Commitment Termination Date or (ii) if the amount
of the proposed US Facility Loan exceeds US Facility Availability on the proposed funding date for such US Facility Loan. Each
Borrowing of US Facility Loans shall be funded by US Facility Lenders on a Pro Rata basis. The US Facility Loans shall bear interest
as set forth in Section 3.1. Each US Facility Loan shall, at the option of the Administrative Borrower, be made or
continued as, or converted into, part of one or more Borrowings that, unless specifically provided herein, shall consist entirely
of US Base Rate Loans or LIBOR Loans. The US Facility Loans shall be repaid in accordance with the terms of this Agreement. US
Borrowers shall be jointly and severally liable to pay all of the US Facility Loans. Each US Facility Loan shall be funded and
repaid in Dollars. US Base Rate Loans under the US Facility shall be in a minimum amount of $500,000 and increments of $500,000
in excess thereof.


 


(c)            Cap
on Total Revolver Exposure. Notwithstanding anything to the contrary contained in this Section 2.1.1, in no event
shall any Borrower be entitled to receive a Revolver Loan if at the time of the proposed funding of such Revolver Loan (and after
giving effect thereto and all pending requests for Loans), the Total Revolver Exposure exceeds (or would exceed) the Maximum Revolver
Facility Amount. If at any time, (i) the Total Revolver Exposure exceeds the Maximum Revolver Facility Amount, (ii) the
Total US Facility Exposure exceeds the Maximum US Facility Amount or (iii) the Total Multicurrency Facility Exposure exceeds
the Maximum Multicurrency Facility Amount, in each case the applicable excess amount shall be payable on demand by Agent. Notwithstanding
anything herein to the contrary, any Revolver Loans made on the Closing Date shall be used solely (w) to finance the Debt
Repayment, (x) to fund all or a portion of the Transaction Expenses, (y) for general corporate purposes, including working
capital (with the amount of Revolver Loans that may be borrowed on the Closing Date for the purposes described in this clause
(y) not to exceed $75,000,000) and (z) to finance any original issue discount or upfront fees payable in connection
with the Transactions.


 


2.1.2        Revolver
Notes. The Revolver Loans made by each Revolver Lender and interest accruing thereon shall be evidenced by the
records of Agent and such Revolver Lender. At the request of (a) any Multicurrency Facility Lender, the Borrowers shall deliver
a Multicurrency Facility Note to such Multicurrency Facility Lender in the amount of such Multicurrency Facility Lender’s
Multicurrency Facility Commitment and (b) any US Facility Lender, the US Borrowers shall deliver a US Facility Note to such
US Facility Lender in the amount of such US Facility Lender’s US Facility Commitment.


 






    106


     


    

 


2.1.3        Reduction
or Termination of Revolver Commitments.


 


(a)            Multicurrency
Facility Commitments. Unless sooner terminated in accordance with this Agreement, the Multicurrency Facility Commitments, the
Canadian Swingline Commitments and the UK Swingline Commitments shall terminate on the Multicurrency Facility Commitment Termination
Date. Upon at least ten days’ prior written notice to Agent, the Administrative Borrower may, at its option, terminate the
Multicurrency Facility Commitments without premium or penalty (other than funding losses payable pursuant to Section 3.9).
On the Multicurrency Commitment Termination Date, the Loan Parties shall make Full Payment of all Multicurrency Facility Obligations.


 


(b)            US
Facility Commitments. Unless sooner terminated in accordance with this Agreement, the US Facility Commitments and the US Swingline
Commitments shall terminate on the US Facility Commitment Termination Date. Upon at least ten days’ prior written notice
to Agent, the Administrative Borrower may, at its option, terminate the US Facility Commitments without premium or penalty (other
than funding losses payable pursuant to Section 3.9). If the US Borrowers elect to reduce to zero or terminate the
US Facility Commitments pursuant to the previous sentence, the Multicurrency Facility Commitments shall automatically terminate
concurrently with the termination of the US Facility Commitments. On the US Facility Commitment Termination Date, the US Loan Parties
shall make Full Payment of all US Facility Obligations.


 


(c)            Notices
Irrevocable. Any notice of termination given by the Borrowers pursuant to this Section 2.1.3 shall be irrevocable;
provided, however, that notice may be contingent on the occurrence of a financing or refinancing or the consummation
of a sale, transfer, lease or other disposition of assets, the occurrence of a Change of Control or the occurrence of another Limited
Condition Transaction and may be revoked or the termination date deferred if the financing or refinancing or sale, transfer, lease
or other disposition of assets, Change of Control or Limited Condition Transaction does not occur.


 


(d)            Partial
Reductions. So long as no Default or Event of Default then exists or would result therefrom and after giving effect thereto,
the Administrative Borrower may permanently and irrevocably reduce the Maximum Revolver Facility Amount by giving Agent at least
five (5) Business Days’ prior written notice thereof (or such lesser time as Agent may consent to) from a Senior Officer
of the Administrative Borrower, which notice shall (1) specify the date (which shall be a Business Day) and amount of such
reduction (which shall be in a minimum amount of $10,000,000 and increments of $5,000,000 in excess thereof) and (2) specify
the allocation of such reduction to, and the corresponding reductions of, the Maximum Multicurrency Facility Amount and/or the
Maximum US Facility Amount (and the respective Multicurrency Facility Commitments and the US Facility Commitments in respect thereof,
each of which shall be allocated to the Multicurrency Facility Lenders and the US Facility Lenders, respectively, on a Pro Rata
basis at the time of such reduction). Without limiting the foregoing, (i) each reduction in the Revolver Commitment shall
not exceed the aggregate Availability as of the date of such reduction, (ii) each reduction in the US Facility Commitment
shall not exceed the US Facility Availability as of the date of such reduction, (iii) each reduction in the Multicurrency
Facility Commitment shall not exceed the Multicurrency Facility Availability as of the date of such reduction and (iv) each
reduction in the Multicurrency Facility Commitment may not result in, as of the date of such reduction, the amount of all Multicurrency
Facility Loans made to all US Borrowers as of such date exceeding the US Borrowing Base (provided that for purposes of determining
whether this clause (iv) has been satisfied, the US Borrowing Base as of such date shall be deemed to be reduced by the amount
of the Total US Facility Exposure as of such date).


 






    107


     


    

 


2.1.4        Overadvances.


 


(a)            Multicurrency
Overadvance. If at any time the Dollar Equivalent of the aggregate principal balance of the sum of (a) all Multicurrency
Facility Loans plus (b) all Multicurrency LC Obligations exceeds the Multicurrency Facility Borrowing Base (a “Multicurrency
Overadvance”), the excess amount shall, subject to Section 5.2, be payable by the Borrowers under the Multicurrency
Facility on demand by Agent; provided, that, if the aggregate principal balance of the sum of (a) all Multicurrency
Facility Loans plus (b) all Multicurrency LC Obligations exceeds the Multicurrency Facility Borrowing Base solely as
a result of a fluctuation in Exchange Rates between the currency in which such Loans were funded and Dollars, no repayment shall
be required until and unless such excess amount is equal to or greater than 105% of the Multicurrency Facility Borrowing Base.
All Multicurrency Overadvance Loans shall (i) constitute Secured Obligations and (ii) subject to Section 2.5,
be secured by the applicable Collateral and entitled to all benefits of the Loan Documents.


 


(b)            US
Overadvance. If at any time the aggregate principal balance of the sum of (a) all US Facility Loans plus (b) all
US LC Obligations exceeds the US Borrowing Base (provided that for purposes of determining whether a US Overadvance exists,
the US Borrowing Base at such time shall be deemed to be reduced by the amount by which the Total Multicurrency Facility Exposure
at such time exceeds the sum of the Canadian Borrowing Base and the UK Borrowing Base at such time) (a “US Overadvance”),
the excess amount shall, subject to Section 5.2, be payable by the US Borrowers on demand by Agent. All US Overadvance
Loans shall constitute US Obligations secured by the US Collateral and shall be entitled to all benefits of the Loan Documents.


 


(c)            Funding
of Overadvance Loans. Agent may require applicable Revolver Lenders to honor requests for Overadvance Loans and to forbear
from requiring the applicable Borrower(s) to cure an Overadvance, (i) when no other Event of Default is known to Agent,
as long as (1) such Overadvance does not continue for more than twenty (20) consecutive Business Days (and no Overadvance
may exist for at least five (5) consecutive days thereafter before further Overadvance Loans are required), (2) such
Overadvance is not known by Agent to exceed five percent (5%) or, if agreed to by Agent in its sole discretion, ten percent (10%),
of the applicable Borrowing Base (as calculated as described above in clauses (a) and (b)) and (3) the aggregate principal
amount of the Overadvances existing at any time, together with the Protective Advances outstanding at any time pursuant to Section 2.1.5
below, do not exceed ten percent (10%) of the aggregate Revolver Commitments for the applicable Facility then in effect; and (ii) regardless
of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the
date of such discovery the Overadvance does not continue for more than twenty (20) consecutive Business Days. In no event shall
Overadvance Loans be required that would cause (I) the Total Multicurrency Facility Exposure to exceed the aggregate Multicurrency
Facility Commitments then in effect or (II) the Total US Facility Exposure to exceed the aggregate US Facility Commitments
then in effect. Required Facility Lenders may at any time revoke Agent’s authority to make further Overadvance Loans to the
Borrowers under their applicable Facility by written notice to Agent. Any funding of an Overadvance Loan or sufferance of an Overadvance
shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or other
Loan Party be deemed a beneficiary of this Section 2.1.4 nor authorized to enforce any of its terms. All Multicurrency
Overadvance Loans shall be Multicurrency Facility Loans funded by Multicurrency Facility Lenders on a Pro Rata basis. All US Overadvance
Loans shall be US Facility Loans funded by US Facility Lenders on a Pro Rata basis.


 






    108


     


    

 


2.1.5        Protective
Advances.


 


(a)            Multicurrency
Protective Advances. Agent shall be authorized by each Borrower and each Multicurrency Facility Lender, from time to time in
Agent’s sole discretion (but shall have absolutely no obligation), to make (in the case of any Canadian Borrower, through
its Canada branch), US Base Rate Loans to any US Borrower, Canadian Base Rate Loans or Canadian Prime Rate Loans to any Canadian
Borrower or UK Base Rate Loans to any UK Borrower, in each case, on behalf of the Multicurrency Facility Lenders (any of such Loans
are herein referred to as “Multicurrency Protective Advances”) which Agent, in its Permitted Discretion, deems
necessary or desirable to (i) preserve or protect Collateral or any portion thereof or (ii) enhance the likelihood of,
or maximize the amount of, repayment of the Multicurrency Facility Loans and other Multicurrency Facility Obligations; provided,
that no Multicurrency Protective Advance shall cause the Total Multicurrency Facility Exposure to exceed the Multicurrency Facility
Commitments then in effect. All Multicurrency Protective Advances made by Agent shall (i) be Secured Obligations, (ii) be
secured by the applicable Collateral, (iii) if borrowed by a Canadian Borrower, be denominated in either Canadian Dollars
or Dollars and (A) if denominated in Canadian Dollars, be treated for all purposes as a Canadian Prime Rate Loan or (B) if
denominated in Dollars, be treated for all purposes as a Canadian Base Rate Loan, (iv) if borrowed by a UK Borrower, be treated
for all purposes as a UK Base Rate Loan and be denominated in either Dollars, Euros or Pounds Sterling and (v) if borrowed
by a US Borrower, be denominated in Dollars and be treated as a US Base Rate Loan.


 


(b)            US
Protective Advances. Agent shall be authorized by each US Borrower and each US Facility Lender, from time to time in Agent’s
sole discretion (but shall have absolutely no obligation), to make US Base Rate Loans to the US Borrowers on behalf of the US Facility
Lenders (any of such Loans are herein referred to as “US Protective Advances”) which Agent, in its Permitted
Discretion, deems necessary or desirable to (i) preserve or protect US Collateral or any portion thereof or (ii) enhance
the likelihood of, or maximize the amount of, repayment of the US Facility Loans and other US Facility Obligations; provided,
that no US Protective Advance shall cause the Total US Facility Exposure to exceed the US Facility Commitments then in effect.
All US Protective Advances made by Agent shall be US Obligations, secured by the US Collateral and shall be treated for all purposes
as US Base Rate Loans.


 






    109


     


    

 


(c)            Limitations
on Protective Advances. The aggregate principal amount of Multicurrency Protective Advances shall not exceed ten percent (10%)
of the Multicurrency Facility Commitments at such time. The aggregate principal amount of US Protective Advances shall not exceed
ten percent (10%) of the US Facility Commitments at such time. In addition, (x) the aggregate principal amount of Multicurrency
Protective Advances outstanding at any time pursuant to this Section 2.1.5, together with the aggregate principal amount
of Multicurrency Overadvances existing at any time pursuant to Section 2.1.4 above, shall not exceed ten percent (10%)
of the aggregate Multicurrency Facility Commitments then in effect and (y) the aggregate principal amount of US Protective
Advances outstanding at any time pursuant to this Section 2.1.5, together with the aggregate principal amount of US
Overadvances existing at any time pursuant to Section 2.1.4 above, shall not exceed ten percent (10%) of the aggregate
US Facility Commitments then in effect. Protective Advances may be made even if the conditions set forth in Section 6
have not been satisfied. Each Revolver Lender shall participate in each Protective Advance with respect to any applicable Facility
in which such Revolver Lender has a Revolver Commitment on a Pro Rata basis for such Facility. Required Facility Lenders may at
any time revoke Agent’s authority to make further Protective Advances to any Borrower under the applicable Facility, in each
case by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate
shall be conclusive. At any time that there is sufficient Availability for the applicable Facility and the conditions precedent
set forth in Section 6 have been satisfied, Agent may request the applicable Revolver Lenders to make a Revolver Loan
to repay a Protective Advance. At any other time, Agent may require the Revolver Lenders to fund their risk participations described
in Section 2.1.5(d).


 


(d)            Transfers.
Upon the making of a Protective Advance by Agent (whether before or after the occurrence of a Default or Event of Default), each
applicable Revolver Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably
purchased from Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion
to its Pro Rata share of such Protective Advance. Each applicable Revolver Lender shall transfer (a “Transfer”)
the amount of such Revolver Lender’s Pro Rata share of the outstanding principal amount of the applicable Protective Advance
with respect to such purchased interest and participation promptly when requested by Agent to such account of Agent as Agent may
designate, but in any case not later than 3:00 p.m. (Local Time) on the Business Day notified (if notice is provided by Agent
prior to 12:00 p.m. (Local Time) and otherwise on the immediately following Business Day (the “Transfer Date”)).
Transfers may occur during the existence of a Default or Event of Default and whether or not the applicable conditions precedent
set forth in Section 6 have then been satisfied. Such amounts transferred to Agent shall be applied against the amount
of the applicable Protective Advance and, together with such applicable Revolver Lender’s Pro Rata share of such Protective
Advance, shall constitute Revolver Loans under the applicable Facility of such applicable Revolver Lenders, respectively. If any
such amount is not transferred to Agent by any Revolver Lender on such Transfer Date, Agent shall be entitled to recover such amount
on demand from such Revolver Lender together with interest thereon as specified in Section 3.1. From and after the
date, if any, on which any Revolver Lender is required to fund, and funds, its participation in any Protective Advance purchased
hereunder, Agent shall promptly distribute to such Revolver Lender such Revolver Lender’s Pro Rata share of all payments
of principal and interest and all proceeds of Collateral received by Agent in respect of such Protective Advance.


 






    110


     


    

 


2.1.6        Reallocation.


 


(a)            Reallocation
Mechanism. Subject to the terms and conditions of this Section 2.1.6, the Administrative Borrower may request
that certain Revolver Lenders (and such Revolver Lenders in their individual sole discretion may agree to) change the then current
allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branch’s) Revolver Commitment
among the Facilities in order to effect an increase or decrease in the Revolver Commitments of a particular Facility, with any
such increase or decrease in Revolver Commitments for one Facility to be accompanied by a concurrent and equal decrease or increase,
respectively, in the Revolver Commitments for the other Facility (each, a “Reallocation”); provided, that, no
more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In
addition to the conditions set forth in Section 2.1.6(b), any such Reallocation shall be subject to the following conditions:
(i) the Administrative Borrower shall have provided to Agent a written request (in reasonable detail) at least fifteen Business
Days prior to the requested effective date therefor (which effective date must be a Business Day) (the “Reallocation Date”)
setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitment Reallocations to be effected,
(ii) any such Reallocation shall increase or decrease, as the case may be, the applicable Revolver Commitments in an amount
equal to $5,000,000 and in increments of $1,000,000 in excess thereof, (iii) Agent shall have received Reallocation Consents
from Lenders having applicable Revolver Commitments sufficient to effectuate such requested Reallocation, (iv) no more than
two Reallocations may be effected in any calendar year, (v) no Default or Event of Default shall have occurred and be continuing
either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation),
(vi) any increase in a Revolver Commitment of one Facility shall result in a dollar-for-dollar decrease in the Revolver Commitment
of the other Facility, (vii) in no event shall the Maximum Revolver Facility Amount exceed the aggregate amount of the aggregate
Revolver Commitments then in effect, (viii) after giving effect to such Reallocation, no Overadvance would exist or would
result therefrom and (ix) at least three Business Days prior to the proposed Reallocation Date, a Senior Officer of the Administrative
Borrower shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (v), (vii) and
(viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate
shall be deemed recertified to Agent by a Senior Officer of the Administrative Borrower on and as of the Reallocation Date.


 






    111


     


    

 


(b)            Reallocations
Generally. Agent shall promptly inform the Revolver Lenders in each of the Facilities of any request for a Reallocation. Each
Revolver Lender electing to participate in the Reallocation by decreasing its Revolver Commitments under one Facility and increasing
its Revolver Commitments in the other Facility in an equal amount shall notify Agent within five (5) Business Days after its
receipt of such notice of its election and the maximum amount of the respective Revolver Commitment Reallocations to which it would
agree (each, a “Reallocation Consent”). Notwithstanding the foregoing, (i) no Revolver Lender shall be
obligated to agree to any such Reallocation of its Revolver Commitment (and no consent by any Revolver Lender to any Reallocation
on one occasion shall be deemed consent to any future Reallocation by such Revolver Lender), (ii) other than the Revolver
Lenders consenting to such Reallocation, no consent of any other Revolver Lender shall be required and (iii) the failure of
any Revolver Lender to affirmatively consent to participate in any such Reallocation on or prior to the fifth Business Day after
its receipt of notice thereof shall be deemed to constitute an election by such Revolver Lender not to participate in such Reallocation.
If, at the end of such five Business Day period, Agent receives Reallocation Consents from Revolver Lenders in an aggregate amount
greater than or equal to the required reallocation amounts, each such consenting Revolver Lender’s affected Revolver Commitments
for the applicable Facility shall be increased or decreased on a Pro Rata basis based on the affected Revolver Commitments of the
participating Revolver Lenders. If the conditions set forth in Section 2.1.6, including, without limitation, the receipt
of Reallocation Consents within the time period set forth above, are not satisfied on the applicable Reallocation Date (or, to
the extent such conditions relate to an earlier date, such earlier date), Agent shall notify the Administrative Borrower in writing
that the requested Reallocation will not be effectuated; provided, that (A) Agent shall in all cases be entitled to
rely (without liability) on the certificate delivered by the Administrative Borrower pursuant to Section 2.1.6(a)(ix) in
making its determination as to the satisfaction of the conditions set forth in Section 2.1.6(a) (v), (vii) and
(viii) and (B) if the proposed Reallocation cannot be effected because sufficient Reallocation Consents were not
received, then the Administrative Borrower may elect to consummate such Reallocation in the lesser amount of the Reallocation Consents
that were received. On each Reallocation Date, Agent shall notify the Revolver Lenders of the affected Facility and the Administrative
Borrower, on or before 3:00 p.m. (Local Time) by facsimile, e-mail or other electronic means, of the occurrence of the Reallocation
to be effected on such Reallocation Date, the amount of the Revolver Loans held by each such Revolver Lender as a result thereof
and the amount of the affected Revolver Commitments of each such Revolver Lender as a result thereof. To the extent necessary where
a Revolver Lender in one Facility and its separate affiliate or branch that is a Revolver Lender in another Facility are participating
in a Reallocation, the Reallocation among such Persons shall be deemed to have been consummated pursuant to an Assignment and Acceptance.
The respective Pro Rata shares of the Revolver Lenders shall thereafter, to the extent applicable, be determined based on such
reallocated amounts (subject to any subsequent changes thereto), and Agent and the affected Revolver Lenders shall make such adjustments
as Agent shall deem necessary so that the outstanding Revolver Loans and LC Obligations of each Revolver Lender equals its Pro
Rata share thereof after giving effect to the Reallocation.


 






    112


     


    

 


2.1.7        Swingline
Loans.


 


(a)            Canadian
Swingline Loans to Canadian Borrowers. The Canadian Swingline Lender shall make Canadian Swingline Loans to any of the Canadian
Borrowers on any Business Day during the period from the Closing Date to the Multicurrency Facility Commitment Termination Date,
not to exceed the Canadian Swingline Commitment in aggregate principal amount outstanding at any time (based on the Dollar Equivalent
thereof), which Canadian Swingline Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided,
however, that the Canadian Swingline Lender shall not honor any request for a Canadian Swingline Loan (i) on or after
the Multicurrency Facility Commitment Termination Date or (ii) if the Dollar Equivalent of the amount of the proposed Canadian
Swingline Loan exceeds the Multicurrency Facility Availability on the proposed funding date for such Canadian Swingline Loan. The
Canadian Swingline Loans shall be Canadian Prime Rate Loans if denominated in Canadian Dollars and Canadian Base Rate Loans if
denominated in Dollars and shall bear interest as set forth in Section 3.1. Each Canadian Swingline Loan shall constitute
a Revolver Loan and a Multicurrency Facility Loan for all purposes (subject, in the case of unused line fees, to Section 3.2.1(a)),
except that payments thereon shall be made to the Canadian Swingline Lender for its own account. The Canadian Swingline Loans of
each Canadian Borrower shall be repaid in accordance with the terms of this Agreement and shall be secured by all of the Collateral.
The Borrowers under the Multicurrency Facility shall be jointly and severally liable to pay all of the Canadian Swingline Loans.
Each Canadian Swingline Loan shall be funded in Canadian Dollars or, at the option of the Administrative Borrower, Dollars and
repaid in the same currency as the underlying Canadian Swingline Loan was made. Canadian Swingline Loans shall be in a minimum
amount of Cdn$100,000 (or $100,000 if denominated in Dollars) and increments of Cdn$100,000 (or $100,000 if denominated in Dollars)
in excess thereof.


 


(b)            UK
Swingline Loans to UK Borrowers. The UK Swingline Lender shall make UK Swingline Loans to any of the UK Borrowers on any Business
Day during the period from the Closing Date to the Multicurrency Facility Commitment Termination Date, not to exceed the UK Swingline
Commitment in aggregate principal amount outstanding at any time (based on the Dollar Equivalent thereof), which UK Swingline Loans
may be repaid and reborrowed in accordance with the provisions of this Agreement; provided, however, that the UK Swingline
Lender shall not honor any request for a UK Swingline Loan (i) on or after the Multicurrency Facility Commitment Termination
Date or (ii) if the Dollar Equivalent of the amount of the proposed UK Swingline Loan exceeds the Multicurrency Facility Availability
on the proposed funding date for such UK Swingline Loan. The UK Swingline Loans shall be UK Base Rate Loans denominated in Pounds
Sterling, Euros or Dollars and shall bear interest as set forth in Section 3.1. Each UK Swingline Loan shall constitute
a Revolver Loan and a Multicurrency Facility Loan for all purposes (subject, in the case of unused line fees, to Section 3.2.1(a)),
except that payments thereon shall be made to the UK Swingline Lender for its own account. The UK Swingline Loans of each UK Borrower
shall be repaid in accordance with the terms of this Agreement and shall be secured by all of the Collateral. The Borrowers under
the Multicurrency Facility shall be jointly and severally liable to pay all of the UK Swingline Loans. Each UK Swingline Loan shall
be funded in Pounds Sterling or, at the option of the Administrative Borrower, Euros or Dollars and repaid in the same currency
as the underlying UK Swingline Loan was made. UK Swingline Loans shall be in a minimum amount of £100,000 and increments
of £100,000 in excess thereof.


 






    113


     


    

 


(c)            US
Swingline Loans to US Borrowers. The US Swingline Lender shall make US Swingline Loans to any of the US Borrowers on any Business
Day during the period from the Closing Date to the US Facility Commitment Termination Date, not to exceed the US Swingline Commitment
in aggregate principal amount outstanding at any time, which US Swingline Loans may be repaid and reborrowed in accordance with
the provisions of this Agreement; provided, however, that the US Swingline Lender shall not honor any request for
a US Swingline Loan (i) on or after the US Facility Commitment Termination Date or (ii) if the amount of the proposed
US Swingline Loan exceeds the US Facility Availability on the proposed funding date for such US Swingline Loan. The US Swingline
Loans shall be US Base Rate Loans and shall bear interest as set forth in Section 3.1. Each US Swingline Loan shall
constitute a Revolver Loan and a US Facility Loan for all purposes (subject, in the case of unused line fees, to Section 3.2.1(b)),
except that payments thereon shall be made to the US Swingline Lender for its own account. The US Swingline Loans shall be repaid
in accordance with the terms of this Agreement and shall be secured by all of the US Collateral. The US Borrowers shall be jointly
and severally liable to pay all of the US Swingline Loans. Each US Swingline Loan shall be funded and repaid in Dollars. US Swingline
Loans shall be in a minimum amount of $100,000 and increments of $100,000 in excess thereof.


 


(d)            Swinglines
Generally. The Swingline Loans made by each Swingline Lender and interest accruing thereon shall be evidenced by the records
of Agent and such Swingline Lender and need not be evidenced by any promissory note.


 


2.1.8        Extensions.


 


(a)            Notwithstanding
anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made
from time to time by the Administrative Borrower to all Revolver Lenders within a Facility on a Pro Rata basis (based on the aggregate
outstanding principal amount of the Revolver Commitments for such Facility), the Administrative Borrower is hereby permitted to
consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend
the maturity date of each such Lender’s Revolver Commitments for the applicable Facility and otherwise modify the terms of
such Revolver Commitments for such Facility pursuant to the terms of the relevant Extension Offer (to the extent permitted hereunder)
(each, an “Extension”), so long as the following terms are satisfied with respect to any such Extension: (i) each
Extension Offer made to any Revolver Lender of any Tranche must be made on the same terms to each Revolver Lender of such Tranche,
(ii) each Extension Offer shall provide that the proposed extended Tranche shall have the same terms as the original Revolver
Commitments (and related outstandings) for such Facility to be extended, except for (A) the extension of the maturity date,
(B) changes to interest rates, fees (including agreements as to additional administrative fees to be paid by the Borrowers),
premiums and amortization and (C) changes to covenants and other provisions that are no more favorable to the Lenders of an
Extended Tranche than to the existing Revolver Lenders for the applicable Facility (unless such changes are extended for the benefit
of the existing Revolver Lenders for the applicable Facility) or that are applicable only to the periods after the then applicable
Facility Termination Date (which, in each case, shall be determined by the Administrative Borrower and set forth in the relevant
Extension Offer), (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Administrative
Borrower and (iv) at no time shall there be Revolver Commitments hereunder (including Revolver Commitments in respect of any
Extended Tranche and any original Revolver Commitments) which have more than three (3) different maturity dates, unless otherwise
agreed by Agent and the Administrative Borrower. The Revolver Commitments of any Revolver Lender that agrees to an extension with
respect to such Revolver Commitment (an “Extending Lender”) extended pursuant to an Extension (an “Extended
Tranche”), and the related outstandings, shall be a Revolver Commitment (or related outstandings, as the case may be)
with the same terms as the original Revolver Commitments (and related outstandings) except as provided above; provided,
that, subject to the provisions of Section 2 to the extent dealing with Letters of Credit and Swingline Loans which
mature or expire after a maturity date when there exist Revolver Commitments with a longer maturity date, all Letters of Credit
and Swingline Loans for the applicable Facility shall be participated in on a Pro Rata basis by all Lenders with Revolver Commitments
for such Facility in accordance with their respective Pro Rata shares of the Revolver Commitments for such Facility and all borrowings
under Revolver Commitments and repayments thereunder shall be made on a Pro Rata basis (except for (A) payments of interest
and fees at different rates on Extended Tranches (and related outstandings) and (B) repayments required upon the maturity
date of the non-extending Revolver Commitments). Each group of Revolver Commitments, as so extended, as well as the original Revolver
Commitments (not so extended), as applicable, shall be considered separate “tranches” (each, a “Tranche”),
with any Extended Tranche of Revolver Commitments constituting a separate tranche of Revolver Commitments from the tranche of Revolver
Commitments from which they were converted.


 






    114


     


    

 


(b)            With
respect to all Extensions consummated by the Borrowers pursuant to this Section 2.1.8, (i) such Extensions shall
not constitute optional or mandatory payments or prepayments for purposes of this Agreement and (ii) no Extension Offer is
required to be in any minimum amount or any minimum increment, provided, that the Administrative Borrower may at its election
specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount
(to be determined and specified in the relevant Extension Offer in the Administrative Borrower’s sole discretion and which
may be waived by the Administrative Borrower) of Revolver Commitments of any or all applicable Tranches be extended. Agent and
the Lenders hereby consent to the transactions contemplated by this Section 2.1.8 (including, for the avoidance of
doubt, payment of any interest, fees or premium in respect of any Extended Tranches on such terms as may be set forth in the relevant
Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections
5.2 and 5.6) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated
by this Section 2.1.8.


 


(c)            No
consent of any Lender or Agent shall be required to effectuate any Extension, other than (A) the consent of each Revolver
Lender agreeing to such Extension with respect to its Revolver Commitments (or a portion thereof) and (B) with respect to
any Extension of the Revolver Commitments for either Facility, the consent of each applicable Fronting Bank and each applicable
Swingline Lender for such Facility (in each case in its sole discretion). All Extended Tranches and all obligations in respect
thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the same Collateral as the applicable
Tranche being extended on a pari passu basis with all other Obligations of such Facility under this Agreement and the other
Loan Documents. The Lenders hereby irrevocably authorize Agent to enter into amendments to this Agreement and the other Loan Documents
with the Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of Revolver Commitments so
extended, permit the repayment of non-extending Loans on the Revolver Commitment Termination Date, and such technical amendments
as may be necessary or appropriate in the reasonable opinion of Agent and the Administrative Borrower in connection therewith,
in each case on terms consistent with this Section 2.1.8. Without limiting the foregoing, in connection with any Extensions
the respective Loan Parties shall (at their expense) amend (and Agent is hereby directed to amend) any Mortgage or other Security
Document that has a maturity date prior to the then latest maturity date so that such maturity date is extended to the then latest
maturity date (or such later date as may be advised by local counsel to Agent).


 






    115


     


    

 


(d)            In
connection with any Extension, the Administrative Borrower shall provide Agent at least ten (10) Business Days’ (or
such shorter period as may be agreed by Agent) prior written notice thereof, and shall agree to such procedures (including, without
limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities
hereunder after such Extension), if any, as may be established by, or acceptable to, Agent, in each case acting reasonably to accomplish
the purposes of this Section 2.1.8.


 


2.1.9        Increase
in Revolver Commitments.


 


(a)            Multicurrency
Facility Commitment Increase. Subject to the other terms of this Section 2.1.9, the Administrative Borrower may
by written notice to Agent elect to increase the Maximum Multicurrency Facility Amount then in effect (a “Multicurrency
Facility Commitment Increase”) by increasing the Multicurrency Facility Commitment of a Multicurrency Facility Lender
(with the consent of such Multicurrency Facility Lender, which may be withheld in its sole discretion) or by causing a Person that
is an Eligible Assignee (reasonably acceptable to Agent, each UK Fronting Bank, each Canadian Fronting Bank, each Canadian Swingline
Lender and each UK Swingline Lender, in each case, to the extent such Person’s consent would be required under Section 12.3.1
for an assignment to such Eligible Assignee) that at such time is not a Multicurrency Facility Lender to become a Multicurrency
Facility Lender (an “Additional Multicurrency Facility Lenderˮ).


 


(b)            US
Facility Commitment Increase. Subject to the other terms of this Section 2.1.9, the Administrative Borrower may
by written notice to Agent elect to increase the Maximum US Facility Amount then in effect (a “US Facility Commitment
Increase” and, together with any Multicurrency Facility Commitment Increase, a “Revolver Commitment Increase”)
by increasing the US Facility Commitment of a US Facility Lender (with the consent of such US Facility Lender, which may be withheld
in its sole discretion) or by causing a Person that is an Eligible Assignee (reasonably acceptable to Agent, each US Fronting Bank
and each US Swingline Lender, in each case, to the extent such Person’s consent would be required under Section 12.3.1
for an assignment to such Eligible Assignee) that at such time is not a US Facility Lender to become a US Facility Lender (an “Additional
US Facility Lender” and together with any Additional Multicurrency Facility Lender, the “Additional Revolver
Lenders”).


 






    116


     


    

 


(c)            Terms
of Revolver Commitment Increases. Each notice of a Revolver Commitment Increase shall specify the proposed date (each, an “Increase
Date”) for the effectiveness of the Revolver Commitment Increase, which date shall be not less than five Business Days
(or such shorter period as Agent may agree) after the date on which such notice is delivered to Agent, and the applicable Facility
to which such Revolver Commitment Increase shall apply. Any such Revolver Commitment Increase shall be subject to the following
additional conditions: (i) no Event of Default shall have occurred and be continuing as of the date of such notice or both
immediately before and after giving effect thereto as of the Increase Date (provided, that, solely with respect to
an Increase Date occurring in connection with a Limited Condition Transaction, (x) no Event of Default shall have occurred
and be continuing as of the LCT Test Date and (y) no Event of Default arising under Section 10.1.1 or Section 10.1.5
shall have occurred and be continuing as of the date of the consummation of such Limited Condition Transaction, both immediately
before and after giving effect thereto, it being understood and agreed that the terms of clause (x) of this proviso
shall not apply to any Borrowing or other extension of credit under any Facility other than a Borrowing or extension of credit
that is occurring concurrently with such Limited Condition Transaction); (ii) no Lender shall be obligated or have a right
to participate in the Revolver Commitment Increase by increasing its Revolver Commitment and no Borrower shall have any obligation
to offer existing Lenders rights to participate in such Revolver Commitment Increase; (iii) the Revolver Commitment Increase
shall be on the same terms and conditions as this Agreement (other than any arrangement, upfront or other fees paid to any Lender
that is increasing its Revolver Commitment or to any Additional Revolver Lender), provided, that, if the Applicable Margin,
unused line fees or fees associated with Letters of Credit in respect of any Revolver Commitment Increase are greater than those
of the relevant Facility, the Applicable Margin, unused line fees and fees associated with Letters of Credit with respect to such
Facility shall be increased (without the consent of any Lender) to the extent of the applicable differential, provided,
further, that any Revolver Commitment Increase may include terms that are more restrictive to the Loan Parties so long as
the existing Revolver Lenders benefit from such more restrictive terms (it being understood and agreed that, notwithstanding Section 13.1,
such amendments may be made to this Agreement for the purpose of effectuating such terms without the consent of any existing Revolver
Lender); (iv) the Revolver Commitment Increase, to the extent arising from the admission of an Additional Revolver Lender,
shall be effected pursuant to one or more joinder agreements executed and delivered by the applicable Borrowers, the Additional
Revolver Lender(s) and Agent, each of which shall be in form and substance reasonably satisfactory to Agent, or otherwise
pursuant to an amendment to this Agreement executed and delivered by the applicable Borrowers, the participating Revolver Lenders
and Agent; (v) all of the representations and warranties contained in this Agreement and the other Loan Documents (provided,
that, solely with respect to an Increase Date occurring in connection with a Limited Condition Transaction, this clause (v) shall
be limited to the Specified Representations and other customary “SunGardˮ representations or European “certain
funds” representations as agreed by the relevant Lenders and Additional Revolver Lenders providing the relevant Revolver
Commitment Increase) are true and correct in all material respects (unless such representations and warranties are stated to relate
to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of
such earlier date, and unless any representation or warranty is qualified by materiality, material adverse effect or similar language,
in which case such representation and warranty shall be true and correct in all respects (after giving effect to such materiality,
material adverse effect or similar qualifying language), it being understood and agreed that the terms of this proviso shall not
apply to any Borrowing or other extension of credit under any Facility other than a Borrowing or extension of credit that is occurring
concurrently with such Limited Condition Transaction); (vi) the Administrative Borrower shall deliver or cause to be delivered
any officer’s certificates, board resolutions, legal opinions or other documents reasonably requested by Agent in connection
with the Revolver Commitment Increase, in each case substantially similar to those delivered on the Closing Date (to the extent
comparable documentation was delivered on the Closing Date); (vii) the Borrowers shall pay all reasonable and documented out-of-pocket
expenses of the Agent in connection with the Revolver Commitment Increase to the extent required pursuant to Section 3.4;
(viii) such increase shall be in a minimum amount of the Dollar Equivalent of $25,000,000 and integral multiples of $5,000,000
in excess thereof (or such lesser amount as Agent may reasonably agree); and (ix) if Agent determines in its reasonable discretion
upon the advice of counsel that the same is required by, or advisable under, Applicable Law in order to maintain the perfected
security interest and Lien of Agent in and on the Collateral with the priority contemplated in the Intercreditor Agreement and
the Security Documents to secure all of the Secured Obligations, including the Secured Obligations arising due to any Revolver
Commitment Increase, the Loan Parties shall enter into any such security documents, amendments, confirmations, reaffirmations or
other agreements (it being understood and agreed that, at the reasonable discretion of Agent, such agreements may be entered into
on a post-closing basis within a timeframe to be agreed). Notwithstanding the foregoing, in no event shall the Dollar Equivalent
of the sum of the aggregate principal amount of all Revolver Commitment Increases made under this Section 2.1.9 exceed
$600,000,000 plus the amount of all voluntary permanent reductions of the Revolver Commitments hereunder.


 






    117


     


    

 


(d)            Increases
Generally. Agent shall promptly inform the Lenders of any request for a Revolver Commitment Increase made by the Administrative
Borrower. If the conditions set forth in clause (c) above are not satisfied on the applicable Increase Date (or, to
the extent such conditions relate to an earlier date, such earlier date), Agent shall notify the Administrative Borrower in writing
that the requested Revolver Commitment Increase will not be effectuated. On each Increase Date, Agent shall notify the Lenders
and the Administrative Borrower, on or before 3:00 p.m. (Local Time), by telecopier or e-mail, of the occurrence of the Revolver
Commitment Increase to be effected on such Increase Date, the amount of Revolver Loans of each Facility held by each Revolver Lender
as a result thereof, the amount of the Revolver Commitment under each Facility of each Revolver Lender (and the percentage of each
Revolver Loan, if any, that each Revolver Lender must purchase a participation interest in) as a result thereof. At the time of
any provision of any Revolver Commitment Increase pursuant to this Section 2.1.9, the Applicable Lenders shall, in
coordination with Agent, purchase and sell the applicable Loans and participations in the other applicable Obligations in this
Agreement (even though as a result thereof such new Revolver Loans (to the extent required to be maintained as LIBOR Loans or Canadian
BA Rate Loans) may have a shorter Interest Period than the then outstanding Revolving Loans), in each case to the extent necessary
so that (i) all of the Multicurrency Facility Lenders participate in outstanding Multicurrency Facility Obligations Pro Rata
on the basis of their respective Multicurrency Facility Commitments and (ii) all of the US Facility Lenders participate in
outstanding US Facility Obligations Pro Rata on the basis of their respective US Facility Commitments (in each case, after giving
effect to any Revolver Commitment Increases pursuant to this Section 2.1.9). All determinations by Agent and any Revolver
Lender pursuant to the preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.


 






    118


     


    

 


(e)            In
the event the Borrowers from time to time obtain any Revolver Commitment Increase under this Section 2.1.9, all availability
levels hereunder denominated in Dollars, Canadian Dollars, Euros or Pounds Sterling hereunder (including, without limitation, in
the definition of “Payment Conditions”) shall be increased in proportion to the ratio of such Revolver Commitment Increase
to the aggregate Revolver Commitments and the Revolver Commitments of each Facility, as applicable, as in effect immediately prior
to the Borrowers obtaining such Revolver Commitment Increase and, for the avoidance of doubt, all such levels denominated in percentages
shall be calculated based on the Revolver Commitments after giving effect to such Revolver Commitment Increase.


 


2.2          Canadian
Letters of Credit.


 


2.2.1        Issuance
of Canadian Letters of Credit. Each Canadian Fronting Bank agrees to issue Canadian Letters of Credit for the account
of any Canadian Borrower or any Restricted Subsidiaries from time to time until five Business Days prior to the Multicurrency
Facility Commitment Termination Date, in, at the option of the Applicable Canadian Borrower, Canadian Dollars or Dollars, on the
terms set forth herein, including the following:


 


(a)            Each
Canadian Borrower acknowledges that each Canadian Fronting Bank’s willingness to issue any Canadian Letter of Credit is conditioned
upon such Canadian Fronting Bank’s receipt of a Canadian LC Application with respect to the requested Canadian Letter of
Credit, as well as such other instruments and agreements as such Canadian Fronting Bank may customarily require for issuance of
a letter of credit of similar type and amount. No Canadian Fronting Bank shall have any obligation to issue any Canadian Letter
of Credit unless (i) such Canadian Fronting Bank and Agent receive a Canadian LC Application at least three Business Days
prior to the requested date of issuance; (ii) each Canadian LC Condition is satisfied; and (iii) if a Defaulting Lender
that is a Multicurrency Facility Lender exists, such Defaulting Lender or Canadian Borrowers have entered into arrangements reasonably
satisfactory to Agent and such Canadian Fronting Bank to eliminate any funding risk associated with such Defaulting Lender. If
a Canadian Fronting Bank receives written notice from a Multicurrency Facility Lender at least three Business Days before issuance
of a Canadian Letter of Credit that any Canadian LC Condition has not been satisfied, such Canadian Fronting Bank shall have no
obligation to issue the requested Canadian Letter of Credit (or any other) until such notice is withdrawn in writing by such Multicurrency
Facility Lender or until the Required Multicurrency Facility Lenders have waived such condition in accordance with this Agreement.
Prior to receipt of any such notice, a Canadian Fronting Bank shall not be deemed to have knowledge of any failure of Canadian
LC Conditions.


 


(b)            The
renewal or extension of any Canadian Letter of Credit shall be treated as the issuance of a new Canadian Letter of Credit, except
that delivery of a new Canadian LC Application shall only be required at the discretion of the applicable Canadian Fronting Bank.
No Canadian Fronting Bank shall renew or extend any Canadian Letter of Credit if it receives written notice from Agent or the Required
Multicurrency Facility Lenders of the existence of a Default or Event of Default.


 






    119


     


    

 






(c)            The
Canadian Borrowers assume all risks of the acts, omissions or misuses of any Canadian Letter of Credit by the beneficiary. In connection
with issuance of any Canadian Letter of Credit, none of Agent, any Canadian Fronting Bank or any Lender shall be responsible for
the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by
any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods
from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or
of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment
of, or failure to ship, any goods referred to in a Canadian Letter of Credit or Documents; any deviation from instructions, delay,
default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between
a shipper or vendor and a Canadian Borrower or Restricted Subsidiary; errors, omissions, interruptions or delays in transmission
or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation
of technical terms; the misapplication by a beneficiary of any Canadian Letter of Credit or the proceeds thereof; or any consequences
arising from causes beyond the control of any Canadian Fronting Bank, Agent or any Multicurrency Facility Lender, including any
act or omission of a Governmental Authority. The rights and remedies of each Canadian Fronting Bank under the Loan Documents shall
be cumulative. Each Canadian Fronting Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims
against Canadian Borrowers or Restricted Subsidiaries are discharged with proceeds of any Canadian Letter of Credit issued by such
Canadian Fronting Bank.


 


(d)            In
connection with its administration of and enforcement of rights or remedies under any Canadian Letters of Credit or Canadian LC
Documents, each Canadian Fronting Bank shall be entitled to act, and shall be fully protected in acting, upon any certification,
documentation or communication in whatever form believed by such Canadian Fronting Bank, in good faith, to be genuine and correct
and to have been signed, sent or made by a proper Person. Each Canadian Fronting Bank may consult with and employ legal counsel,
accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon,
and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Each Canadian Fronting
Bank may employ agents and attorneys-in-fact in connection with any matter relating to Canadian Letters of Credit or Canadian LC
Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.


 


(e)            Schedule
1.1(b) contains a description of letters of credit under the heading “Existing Canadian Letters of Credit”
that were issued by a Multicurrency Facility Lender for the account of a Canadian Borrower or Restricted Subsidiary prior to the
Closing Date and which remain outstanding on the Closing Date (and setting forth, with respect to each such letter of credit, (i) the
name of the issuing lender, (ii) the letter of credit number, (iii) the name of the account party, (iv) the stated
amount (which shall be Dollars or Canadian Dollars), (v) the name of the beneficiary, (vi) the expiry date and (vii) whether
such letter of credit constitutes a standby letter of credit or a trade letter of credit). Each Canadian Borrower and each Multicurrency
Facility Lender hereby acknowledges and agrees that each such letter of credit, including any extension or renewal thereof in accordance
with the terms thereof and hereof (each, as amended from time to time in accordance with the terms thereof and hereof, an “Existing
Canadian Letter of Credit”) shall constitute a “Canadian Letter of Credit” for all purposes of this Agreement
and, notwithstanding anything to the contrary stated in any such Existing Canadian Letter of Credit (including, without limitation,
the account party named therein), shall be deemed issued on the Closing Date for the account of the Applicable Canadian Borrower
or Restricted Subsidiary.


 



    120


     


    




 


2.2.2            Canadian
LC Reimbursement; Canadian LC Participations.


 


(a)            If
a Canadian Fronting Bank honors any request for payment under a Canadian Letter of Credit, the Canadian Borrowers agree, jointly
and severally, to pay to such Canadian Fronting Bank, on the day that Canadian Borrowers receive notice of such drawing if such
notice is received by 10:00 a.m. (Local Time) and on the next succeeding Business Day if such notice is received after such
time (“Canadian Reimbursement Date”), the amount paid by such Canadian Fronting Bank under such Letter of Credit,
together with interest on the amount of such drawing at the interest rate for Canadian Prime Rate Loans (if the Canadian Letter
of Credit was denominated in Canadian Dollars) and Canadian Base Rate Loans (if the Canadian Letter of Credit was denominated in
Dollars), in each case, from the date of drawing under such Canadian Letter of Credit until payment by Canadian Borrowers of the
amount of such drawing, provided, that the Canadian Borrowers may, without regard to the conditions to set forth in Section 6.2,
request (and, absent such payment having already been made, shall be deemed to have requested) that such payment be financed with
a Multicurrency Facility Loan accruing interest at Canadian Base Rate (if denominated in Dollars) or Canadian Prime Rate (if denominated
in Canadian Dollars), denominated in the same currency as the Canadian Letter of Credit being financed, and in an amount equal
to such payment and, to the extent so financed, the Canadian Borrowers’ obligation to make such payment shall be discharged
and replaced by the resulting Multicurrency Facility Loan. The obligation of the Canadian Borrowers to reimburse each Canadian
Fronting Bank for any payment made under a Canadian Letter of Credit issued by such Canadian Fronting Bank shall be absolute, unconditional
and irrevocable, and joint and several among the Canadian Borrowers, and shall be paid without regard to any lack of validity or
enforceability of any Canadian Letter of Credit or the existence of any claim, setoff, defense or other right that the Canadian
Borrowers or Loan Parties may have at any time against the beneficiary, provided, however, that no Canadian Borrower
shall be obligated to reimburse any Canadian Fronting Bank for any wrongful payment made by such Canadian Fronting Bank under a
Canadian Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct, bad faith or gross negligence
on the part of such Canadian Fronting Bank (as determined by a court of competent jurisdiction in a final and non-appealable decision).


 


(b)            Upon
issuance of a Canadian Letter of Credit, each Multicurrency Facility Lender shall be deemed to have irrevocably and unconditionally
purchased from the Canadian Fronting Bank that issued such Canadian Letter of Credit, without recourse or warranty, an undivided
Pro Rata interest and participation in all Canadian LC Obligations relating to the Canadian Letter of Credit. If the applicable
Canadian Fronting Bank makes any payment under a Canadian Letter of Credit and the Canadian Borrowers do not reimburse such payment
on the Canadian Reimbursement Date, Agent shall promptly notify Multicurrency Facility Lenders and each Multicurrency Facility
Lender shall promptly (within one Business Day) and unconditionally pay to Agent in the currency of the payment made under such
Canadian Letter of Credit, for the benefit of the Canadian Fronting Bank, the Multicurrency Facility Lender’s Pro Rata share
of such payment. Upon request by a Multicurrency Facility Lender, the applicable Canadian Fronting Bank shall furnish copies of
any Canadian Letters of Credit and Canadian LC Documents in its possession at such time.


 






    121


     


    

 


(c)            The
obligation of each Multicurrency Facility Lender to make payments to Agent for the account of the applicable Canadian Fronting
Bank in connection with such Canadian Fronting Bank’s payment under a Canadian Letter of Credit shall be absolute, unconditional
and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance
with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any
draft, certificate or other document presented under a Canadian Letter of Credit having been determined to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of
any setoff or defense that any Loan Party may have with respect to any Obligations. No Canadian Fronting Bank assumes any responsibility
for any failure or delay in performance or any breach by any Canadian Borrower or other Person of any obligations under any Canadian
LC Documents. No Canadian Fronting Bank makes any express or implied warranty, representation or guarantee to Multicurrency Facility
Lenders with respect to the Collateral, Canadian LC Documents or any Canadian Loan Party. No Canadian Fronting Bank shall be responsible
to any Multicurrency Facility Lender for any recitals, statements, information, representations or warranties contained in, or
for the execution, validity, genuineness, effectiveness or enforceability of any Canadian LC Documents; the validity, genuineness,
enforceability, collectability, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities,
financial condition, results of operations, business, creditworthiness or legal status of any Loan Party.


 


(d)            No
Canadian Fronting Bank Indemnitee shall be liable to any Loan Party or other Person for any action taken or omitted to be taken
in connection with any Canadian LC Documents except as a result of such Canadian Fronting Bank’s gross negligence, willful
misconduct or bad faith, as determined by a final, nonappealable judgment of a court of competent jurisdiction. No Canadian Fronting
Bank shall have any liability to any Multicurrency Facility Lender if such Canadian Fronting Bank refrains from any action under
any Canadian Letter of Credit or Canadian LC Documents until it receives written instructions from Required Multicurrency Facility
Lenders to act and fails to so act.


 


2.2.3            Canadian
LC Cash Collateral. If any Canadian LC Obligations, whether or not then due or payable, shall for any reason be
outstanding at any time (a) that an Event of Default exists, (b) that a Multicurrency Overadvance exists (with respect
to the amount of Overadvance only), (c) after the Multicurrency Facility Commitment Termination Date, or (d) within
five Business Days prior to the Multicurrency Facility Commitment Termination Date, then Canadian Borrowers shall, within one
Business Day of any Canadian Fronting Bank’s or Agent’s request, Cash Collateralize the stated amount of all outstanding
Canadian Letters of Credit and pay to each Canadian Fronting Bank the amount of all other Canadian LC Obligations owing to such
Canadian Fronting Bank. Canadian Borrowers shall, within one Business Day of demand by any Canadian Fronting Bank or Agent from
time to time, Cash Collateralize the Canadian LC Obligations of any Defaulting Lender that is a Multicurrency Facility Lender.
If Canadian Borrowers fail to provide any Cash Collateral as required hereunder, Multicurrency Facility Lenders may (and shall
upon direction of Agent) advance, as Multicurrency Facility Loans, the amount of the Cash Collateral required whether or not the
Multicurrency Facility Commitments have terminated, any Multicurrency Overadvance exists or would result therefrom or the conditions
in Section 6 are satisfied (it being agreed that no Multicurrency Facility Lender shall have any obligation to make
any such Multicurrency Facility Loan if after giving effect thereto such Multicurrency Facility Loan would cause its Pro Rata
share of the Total Multicurrency Facility Exposure to exceed its Multicurrency Facility Commitment (or if its Multicurrency Facility
Commitment has been terminated, its Multicurrency Facility Commitment as in effect immediately prior to such termination)); provided,
that, in the event the reason for such cash collateralization is to cash collateralize a Defaulting Lender’s obligation,
(x) no Multicurrency Facility Lender shall be required to fund more than its Pro Rata share of such Multicurrency Facility
Loan after giving effect to the reallocation pursuant to Section 4.2.1 and (y) no Multicurrency Facility Lender
shall be required to fund such a Multicurrency Facility Loan to the extent such Multicurrency Facility Loan would cause its Pro
Rata share of the Total Multicurrency Facility Exposure to exceed its Multicurrency Facility Commitment (or if its Multicurrency
Facility Commitment has been terminated, its Multicurrency Facility Commitment as in effect immediately prior to such termination).


 






    122


     


    

 


2.3          UK
Letters of Credit.


 


2.3.1            Issuance
of UK Letters of Credit. Each UK Fronting Bank agrees to issue UK Letters of Credit for the account of any
UK Borrower or any Restricted Subsidiaries from time to time until five Business Days prior to the Multicurrency Facility Commitment
Termination Date, in, at the option of the Applicable UK Borrower, Dollars, Pounds Sterling or Euros, on the terms set forth herein,
including the following:


 


(a)            Each
UK Borrower acknowledges that each UK Fronting Bank’s willingness to issue any UK Letter of Credit is conditioned upon such
UK Fronting Bank’s receipt of a UK LC Application with respect to the requested UK Letter of Credit, as well as such other
instruments and agreements as such UK Fronting Bank may customarily require for issuance of a letter of credit of similar type
and amount. No UK Fronting Bank shall have any obligation to issue any UK Letter of Credit unless (i) such UK Fronting Bank
and Agent receive UK LC Application at least three Business Days prior to the requested date of issuance; (ii) each UK LC
Condition is satisfied; and (iii) if a Defaulting Lender that is a Multicurrency Facility Lender exists, such Defaulting Lender
or UK Borrowers have entered into arrangements reasonably satisfactory to Agent and such UK Fronting Bank to eliminate any funding
risk associated with such Defaulting Lender. If a UK Fronting Bank receives written notice from a Multicurrency Facility Lender
at least three Business Days before issuance of a UK Letter of Credit that any UK LC Condition has not been satisfied, such UK
Fronting Bank shall have no obligation to issue the requested UK Letter of Credit (or any other) until such notice is withdrawn
in writing by such Multicurrency Facility Lender or until the Required Multicurrency Facility Lenders have waived such condition
in accordance with this Agreement. Prior to receipt of any such notice, a UK Fronting Bank shall not be deemed to have knowledge
of any failure of UK LC Conditions.


 






    123


     


    

 


(b)            The
renewal or extension of any UK Letter of Credit shall be treated as the issuance of a new UK Letter of Credit, except that delivery
of a new UK LC Application shall only be required at the discretion of the applicable UK Fronting Bank. No UK Fronting Bank shall
renew or extend any UK Letter of Credit if it receives written notice from Agent or the Required Multicurrency Facility Lenders
of the existence of a Default or Event of Default.


 


(c)            The
UK Borrowers assume all risks of the acts, omissions or misuses of any UK Letter of Credit by the beneficiary. In connection with
issuance of any UK Letter of Credit, none of Agent, any UK Fronting Bank or any Lender shall be responsible for the existence,
character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents;
any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that
expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements
thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to
ship, any goods referred to in a UK Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by
any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor
and a UK Borrower or Restricted Subsidiary; errors, omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication
by a beneficiary of any UK Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control
of any UK Fronting Bank, Agent or any Multicurrency Facility Lender, including any act or omission of a Governmental Authority.
The rights and remedies of each UK Fronting Bank under the Loan Documents shall be cumulative. Each UK Fronting Bank shall be fully
subrogated to the rights and remedies of each beneficiary whose claims against UK Borrowers or Restricted Subsidiaries are discharged
with proceeds of any UK Letter of Credit issued by such UK Fronting Bank.


 


(d)            In
connection with its administration of and enforcement of rights or remedies under any UK Letters of Credit or UK LC Documents,
each UK Fronting Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or
communication in whatever form believed by such UK Fronting Bank, in good faith, to be genuine and correct and to have been signed,
sent or made by a proper Person. Each UK Fronting Bank may consult with and employ legal counsel, accountants and other experts
to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in
any action taken in good faith reliance upon, any advice given by such experts. Each UK Fronting Bank may employ agents and attorneys-in-fact
in connection with any matter relating to UK Letters of Credit or UK LC Documents, and shall not be liable for the negligence or
misconduct of agents and attorneys-in-fact selected with reasonable care.





 






    124


     


    

 


(e)            Schedule
1.1(b) contains a description of letters of credit under the heading “Existing UK Letters of Credit” that
were issued by a Multicurrency Facility Lender for the account of a UK Borrower or Restricted Subsidiary prior to the Closing Date
and which remain outstanding on the Closing Date (and setting forth, with respect to each such letter of credit, (i) the name
of the issuing lender, (ii) the letter of credit number, (iii) the name of the account party, (iv) the stated amount
(which shall be Dollars, Pounds Sterling or Euros), (v) the name of the beneficiary, (vi) the expiry date and (vii) whether
such letter of credit constitutes a standby letter of credit or a trade letter of credit). Each UK Borrower and each Multicurrency
Facility Lender hereby acknowledges and agrees that each such letter of credit, including any extension or renewal thereof in accordance
with the terms thereof and hereof (each, as amended from time to time in accordance with the terms thereof and hereof, an “Existing
UK Letter of Credit”) shall constitute a “UK Letter of Credit” for all purposes of this Agreement and, notwithstanding
anything to the contrary stated in any such Existing UK Letter of Credit (including, without limitation, the account party named
therein), shall be deemed issued on the Closing Date for the account of the Applicable UK Borrower or Restricted Subsidiary.


 


2.3.2            UK
LC Reimbursement; UK LC Participations.


 


(a)            If
a UK Fronting Bank honors any request for payment under a UK Letter of Credit, the UK Borrowers agree, jointly and severally, to
pay to such UK Fronting Bank, on the day that UK Borrowers receive notice of such drawing if such notice is received by 10:00 a.m. (Local
Time), and on the next succeeding Business Day if such notice is received after such time (“UK Reimbursement Date”),
the amount paid by such UK Fronting Bank under such Letter of Credit, together with interest on the amount of such drawing at the
interest rate for UK Base Rate Loans (if the UK Letter of Credit was denominated in Dollars) and LIBOR Loans (if the UK Letter
of Credit was denominated in Euros or Pounds Sterling), in each case, from the date of drawing under such UK Letter of Credit until
payment by the UK Borrowers of the amount of such drawing, provided, that the UK Borrowers may, without regard to the conditions
to set forth in Section 6.2, request (and, absent such payment having already been made, shall be deemed to have requested)
that such payment be financed with a UK Swingline Loan accruing interest at the UK Base Rate (or, in the event that the Dollar
Equivalent of such UK Swingline Loan would exceed the Dollar Equivalent of the available UK Swingline Commitment, a Multicurrency
Facility Loan accruing interest as a LIBOR Loan), denominated in the same currency as the UK Letter of Credit being financed, and
in an amount equal to such payment and, to the extent so financed, the UK Borrowers’ obligation to make such payment shall
be discharged and replaced by the resulting UK Swingline Loan or Multicurrency Facility Loan, as applicable. The obligation of
the UK Borrowers to reimburse each UK Fronting Bank for any payment made under a UK Letter of Credit issued by such UK Fronting
Bank shall be absolute, unconditional and irrevocable, and joint and several among the UK Borrowers, and shall be paid without
regard to any lack of validity or enforceability of any UK Letter of Credit or the existence of any claim, setoff, defense or other
right that the UK Borrowers or Loan Parties may have at any time against the beneficiary, provided, however, that
no UK Borrower shall be obligated to reimburse any UK Fronting Bank for any wrongful payment made by such UK Fronting Bank under
a UK Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct, bad faith or gross negligence
on the part of such UK Fronting Bank (as determined by a court of competent jurisdiction in a final and non-appealable decision).


 






    125


     


    

 


(b)            Upon
issuance of a UK Letter of Credit, each Multicurrency Facility Lender shall be deemed to have irrevocably and unconditionally purchased
from the UK Fronting Bank that issued such UK Letter of Credit, without recourse or warranty, an undivided Pro Rata interest and
participation in all UK LC Obligations relating to the UK Letter of Credit. If the applicable UK Fronting Bank makes any payment
under a UK Letter of Credit and the UK Borrowers do not reimburse such payment on the UK Reimbursement Date, Agent shall promptly
notify Multicurrency Facility Lenders and each Multicurrency Facility Lender shall promptly (within one Business Day) and unconditionally
pay to Agent in the currency of the payment made under such UK Letter of Credit, for the benefit of the UK Fronting Bank, the Multicurrency
Facility Lender’s Pro Rata share of such payment. Upon request by a Multicurrency Facility Lender, the applicable UK Fronting
Bank shall furnish copies of any UK Letters of Credit and UK LC Documents in its possession at such time.


 


(c)            The
obligation of each Multicurrency Facility Lender to make payments to Agent for the account of the applicable UK Fronting Bank in
connection with such UK Fronting Bank’s payment under a UK Letter of Credit shall be absolute, unconditional and irrevocable,
not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement
under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate
or other document presented under a UK Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that
any Loan Party may have with respect to any Obligations. No UK Fronting Bank assumes any responsibility for any failure or delay
in performance or any breach by any UK Borrower or other Person of any obligations under any UK LC Documents. No UK Fronting Bank
makes any express or implied warranty, representation or guarantee to Multicurrency Facility Lenders with respect to the Collateral,
the UK LC Documents or any UK Loan Party. No UK Fronting Bank shall be responsible to any Multicurrency Facility Lender for any
recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness
or enforceability of any UK LC Documents; the validity, genuineness, enforceability, collectability, value or sufficiency of any
Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business,
creditworthiness or legal status of any Loan Party.


 


(d)            No
UK Fronting Bank Indemnitee shall be liable to any Loan Party or other Person for any action taken or omitted to be taken in connection
with any UK LC Documents except as a result of such UK Fronting Bank’s gross negligence, willful misconduct or bad faith,
as determined by a final, nonappealable judgment of a court of competent jurisdiction. No UK Fronting Bank shall have any liability
to any Multicurrency Facility Lender if such UK Fronting Bank refrains from any action under any UK Letter of Credit or UK LC Documents
until it receives written instructions from Required Multicurrency Facility Lenders to act and fails to so act.


 






    126


     


    

 


2.3.3            UK
LC Cash Collateral. If any UK LC Obligations, whether or not then due or payable, shall for any reason be outstanding
at any time (a) that an Event of Default exists, (b) that a Multicurrency Overadvance exists (with respect to the amount
of Overadvance only), (c) after the Multicurrency Facility Commitment Termination Date, or (d) within five Business
Days prior to the Multicurrency Facility Commitment Termination Date, then UK Borrowers shall, within one Business Day of any
UK Fronting Bank’s or Agent’s request, Cash Collateralize the stated amount of all outstanding UK Letters of Credit
and pay to each UK Fronting Bank the amount of all other UK LC Obligations owing to such UK Fronting Bank. UK Borrowers shall,
within one Business Day of demand by any UK Fronting Bank or Agent from time to time, Cash Collateralize the UK LC Obligations
of any Defaulting Lender that is a Multicurrency Facility Lender. If UK Borrowers fail to provide any Cash Collateral as required
hereunder, Multicurrency Facility Lenders may (and shall upon direction of Agent) advance, as Multicurrency Facility Loans, the
amount of the Cash Collateral required (whether or not the Multicurrency Facility Commitments have terminated, any Multicurrency
Overadvance exists or would result therefrom or the conditions in Section 6 are satisfied (it being agreed that no
Multicurrency Facility Lender shall have any obligation to make any such Multicurrency Facility Loan if after giving effect thereto
such Multicurrency Facility Loan would cause its Pro Rata share of the Total Multicurrency Facility Exposure to exceed its Multicurrency
Facility Commitment (or if its Multicurrency Facility Commitment has been terminated, its Multicurrency Facility Commitment as
in effect immediately prior to such termination)); provided, that, in the event the reason for such cash collateralization
is to cash collateralize a Defaulting Lender’s obligation, (x) no Multicurrency Facility Lender shall be required to
fund more than its Pro Rata share of such Multicurrency Facility Loan after giving effect to the reallocation pursuant to Section 4.2.1
and (y) no Multicurrency Facility Lender shall be required to fund such Multicurrency Facility Loan to the extent such
Multicurrency Facility Loan would cause its Pro Rata share of the Total Multicurrency Facility Exposure to exceed its Multicurrency
Facility Commitment (or if its Multicurrency Facility Commitment has been terminated, its Multicurrency Facility Commitment as
in effect immediately prior to such termination).


 


2.4          US
Letters of Credit.


 


2.4.1            Issuance
of US Letters of Credit. Each US Fronting Bank agrees to issue US Letters of Credit for the account of any US Borrower
or any Restricted Subsidiaries from time to time until five Business Days prior to the US Facility Commitment Termination Date,
in Dollars, on the terms set forth herein, including the following:


 


(a)            Each
US Borrower acknowledges that each US Fronting Bank’s willingness to issue any US Letter of Credit is conditioned upon such
US Fronting Bank’s receipt of a US LC Application with respect to the requested US Letter of Credit, as well as such other
instruments and agreements as such US Fronting Bank may customarily require for issuance of a letter of credit of similar type
and amount. No US Fronting Bank shall have any obligation to issue any US Letter of Credit unless (i) such US Fronting Bank
and Agent receive a US LC Application at least three Business Days prior to the requested date of issuance; (ii) each US LC
Condition is satisfied; and (iii) if a Defaulting Lender that is a US Facility Lender exists, such Defaulting Lender or US
Borrowers have entered into arrangements reasonably satisfactory to Agent and such US Fronting Bank to eliminate any funding risk
associated with such Defaulting Lender. If a US Fronting Bank receives written notice from a US Facility Lender at least three
Business Days before issuance of a US Letter of Credit that any US LC Condition has not been satisfied, such US Fronting Bank shall
have no obligation to issue the requested US Letter of Credit (or any other) until such notice is withdrawn in writing by such
US Facility Lender or until the Required US Facility Lenders have waived such condition in accordance with this Agreement. Prior
to receipt of any such notice, a US Fronting Bank shall not be deemed to have knowledge of any failure of US LC Conditions.


 






    127


     


    

 


(b)            The
renewal or extension of any US Letter of Credit shall be treated as the issuance of a new US Letter of Credit, except that delivery
of a new US LC Application shall only be required at the discretion of the applicable US Fronting Bank. No US Fronting Bank shall
renew or extend any US Letter of Credit if it receives written notice from Agent or the Required US Facility Lenders of the existence
of a Default or Event of Default.


 


(c)            The
US Borrowers assume all risks of the acts, omissions or misuses of any US Letter of Credit by the beneficiary. In connection with
issuance of any US Letter of Credit, none of Agent, any US Fronting Bank or any Lender shall be responsible for the existence,
character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents;
any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that
expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements
thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to
ship, any goods referred to in a US Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by
any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor
and a US Borrower or Restricted Subsidiary; errors, omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication
by a beneficiary of any US Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control
of any US Fronting Bank, Agent or any US Facility Lender, including any act or omission of a Governmental Authority. The rights
and remedies of each US Fronting Bank under the Loan Documents shall be cumulative. Each US Fronting Bank shall be fully subrogated
to the rights and remedies of each beneficiary whose claims against US Borrowers or Restricted Subsidiaries are discharged with
proceeds of any US Letter of Credit issued by such US Fronting Bank.


 


(d)            In
connection with its administration of and enforcement of rights or remedies under any US Letters of Credit or US LC Documents,
each US Fronting Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or
communication in whatever form believed by such US Fronting Bank, in good faith, to be genuine and correct and to have been signed,
sent or made by a proper Person. Each US Fronting Bank may consult with and employ legal counsel, accountants and other experts
to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in
any action taken in good faith reliance upon, any advice given by such experts. Each US Fronting Bank may employ agents and attorneys-in-fact
in connection with any matter relating to US Letters of Credit or US LC Documents, and shall not be liable for the negligence or
misconduct of agents and attorneys-in-fact selected with reasonable care.


 


(e)            Schedule
1.1(b) contains a description of letters of credit under the heading “Existing US Letters of Credit” that
were issued by a US Facility Lender for the account of a US Borrower or Restricted Subsidiary prior to the Closing Date and which
remain outstanding on the Closing Date (and setting forth, with respect to each such letter of credit, (i) the name of the
issuing lender, (ii) the letter of credit number, (iii) the name of the account party, (iv) the stated amount (which
shall be Dollars), (v) the name of the beneficiary, (vi) the expiry date and (vii) whether such letter of credit
constitutes a standby letter of credit or a trade letter of credit). Each US Borrower and each US Facility Lender hereby acknowledges
and agrees that each such letter of credit, including any extension or renewal thereof in accordance with the terms thereof and
hereof (each, as amended from time to time in accordance with the terms thereof and hereof, an “Existing US Letter of
Credit”) shall constitute a “US Letter of Credit” for all purposes of this Agreement and, notwithstanding
anything to the contrary stated in any such Existing US Letter of Credit (including, without limitation, the account party named
therein), shall be deemed issued on the Closing Date for the account of the Applicable US Borrower or Restricted Subsidiary.


 






    128


     


    

 


2.4.2            US
LC Reimbursement; US LC Participations.


 


(a)            If
a US Fronting Bank honors any request for payment under a US Letter of Credit, the US Borrowers agree, jointly and severally, to
pay to such US Fronting Bank, on the day that US Borrowers receive notice of such drawing if such notice is received by 10:00 a.m. (Local
Time) and on the next succeeding Business Day if such notice is received after such time (“US Reimbursement Date”),
the amount paid by such US Fronting Bank under such US Letter of Credit, together with interest on the amount of such drawing at
the interest rate for US Base Rate Loans from the date of drawing under such US Letter of Credit until payment by the US Borrowers
of the amount of such drawing, provided, that the US Borrowers may, without regard to the conditions to set forth in Section 6.2,
request (and, absent such payment having already been made, shall be deemed to have requested) that such payment be financed with
a US Facility Loan accruing interest at US Base Rate, denominated in Dollars, and in an amount equal to such payment and, to the
extent so financed, the US Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting US
Facility Loan. The obligation of the US Borrowers to reimburse each US Fronting Bank for any payment made under a US Letter of
Credit issued by such US Fronting Bank shall be absolute, unconditional and irrevocable, and joint and several among the US Borrowers,
and shall be paid without regard to any lack of validity or enforceability of any US Letter of Credit or the existence of any claim,
setoff, defense or other right that the US Borrowers or Loan Parties may have at any time against the beneficiary, provided,
however, that no US Borrower shall be obligated to reimburse any US Fronting Bank for any wrongful payment made by such
US Fronting Bank under a US Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct, bad
faith or gross negligence on the part of such US Fronting Bank (as determined by a court of competent jurisdiction in a final and
non-appealable decision).


 


(b)            Upon
issuance of a US Letter of Credit, each US Facility Lender shall be deemed to have irrevocably and unconditionally purchased from
the US Fronting Bank that issued such US Letter of Credit, without recourse or warranty, an undivided Pro Rata interest and participation
in all US LC Obligations relating to the US Letter of Credit. If the applicable US Fronting Bank makes any payment under a US Letter
of Credit and US Borrowers do not reimburse such payment on the US Reimbursement Date, Agent shall promptly notify US Facility
Lenders and each US Facility Lender shall promptly (within one Business Day) and unconditionally pay to Agent in Dollars, for the
benefit of US Fronting Bank, the US Facility Lender’s Pro Rata share of such payment. Upon request by a US Facility Lender,
the applicable US Fronting Bank shall furnish copies of any US Letters of Credit and US LC Documents in its possession at such
time.


 






    129


     


    

 


(c)            The
obligation of each US Facility Lender to make payments to Agent for the account of the applicable US Fronting Bank in connection
with such US Fronting Bank’s payment under a US Letter of Credit shall be absolute, unconditional and irrevocable, not subject
to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all
circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other
document presented under a US Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any
Loan Party may have with respect to any Obligations. No US Fronting Bank assumes any responsibility for any failure or delay in
performance or any breach by any US Borrower or other Person of any obligations under any US LC Documents. No US Fronting Bank
makes any express or implied warranty, representation or guarantee to US Facility Lenders with respect to the US Collateral, US
LC Documents or any US Loan Party. No US Fronting Bank shall be responsible to any US Facility Lender for any recitals, statements,
information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability
of any US LC Documents; the validity, genuineness, enforceability, collectability, value or sufficiency of any US Collateral or
the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness
or legal status of any US Loan Party.


 


(d)            No
US Fronting Bank Indemnitee shall be liable to any Loan Party or other Person for any action taken or omitted to be taken in connection
with any US LC Documents except as a result of such US Fronting Bank’s gross negligence, willful misconduct or bad faith,
as determined by a final, nonappealable judgment of a court of competent jurisdiction. No US Fronting Bank shall have any liability
to any US Facility Lender if such US Fronting Bank refrains from any action under any US Letter of Credit or US LC Documents until
it receives written instructions from Required US Facility Lenders to act and fails to so act.


 


2.4.3            US
LC Cash Collateral. If any US LC Obligations, whether or not then due or payable, shall for any reason be outstanding
at any time (a) that an Event of Default exists, (b) that a US Overadvance exists (with respect to the amount of Overadvance
only), (c) after the US Facility Commitment Termination Date, or (d) within five Business Days prior to the US Facility
Commitment Termination Date, then US Borrowers shall, within one Business Day of any US Fronting Bank’s or Agent’s
request, Cash Collateralize the stated amount of all outstanding US Letters of Credit and pay to each US Fronting Bank the amount
of all other US LC Obligations owing to such US Fronting Bank. US Borrowers shall, within one Business Day of demand by any US
Fronting Bank or Agent from time to time, Cash Collateralize the US LC Obligations of any Defaulting Lender that is a US Facility
Lender. If US Borrowers fail to provide any Cash Collateral as required hereunder, US Facility Lenders may (and shall upon direction
of Agent) advance, as US Facility Loans, the amount of the Cash Collateral required whether or not the US Facility Commitments
have terminated, any US Overadvance exists or would result therefrom or the conditions in Section 6 are satisfied
(it being agreed that no US Facility Lender shall have any obligation to make any such US Facility Loan if after giving effect
thereto such US Facility Loan would cause its Pro Rata Share of the Total US Facility Exposure to exceed its US Facility Commitment
(or if its US Facility Commitment has been terminated, its US Facility Commitment as in effect immediately prior to such termination));
provided, that, in the event the reason for such cash collateralization is to cash collateralize a Defaulting Lender’s
obligation, (x) no US Facility Lender shall be required to fund more than its Pro Rata share of such US Facility Loan after
giving effect to the reallocation pursuant to Section 4.2.1 and (y) no US Facility Lender shall be required to
fund such US Facility Loan to the extent such US Facility Loan would cause its Pro Rata share of the Total US Facility Exposure
to exceed its US Facility Commitment (or if its US Facility Commitment has been terminated, its US Facility Commitment as in effect
immediately prior to such termination).


 






    130


     


    

 


2.5          Obligations
of the Non-US Loan Parties. Notwithstanding anything in this Agreement or any other Loan Document to the contrary,
except as may be otherwise expressly agreed by Agent and the Administrative Borrower in writing following the Closing Date, no
Non-US Loan Party shall be liable or in any manner responsible for, or be deemed to have guaranteed, directly or indirectly, whether
as a primary obligor, guarantor, indemnitor, or otherwise, and none of their assets shall secure, directly or indirectly, any
Secured Obligations (including, without limitation, principal, interest, fees, penalties, premiums, expenses, charges, reimbursements,
indemnities or any other Secured Obligations) of US Loan Parties under this Agreement or any other Credit Document.


 


2.6          Minimum
Borrowing Base.


 


(a)            Notwithstanding
anything in this Agreement or any other Loan Document to the contrary and regardless of the calculation of the Multicurrency Facility
Borrowing Base and the US Borrowing Base pursuant to the definitions thereof on the Closing Date, the aggregate amount of the Multicurrency
Facility Borrowing Base and the US Borrowing Base shall be deemed to be no less than $2,200,000,000 ($100,000,000 of which shall
be allocated to the Canadian Borrowing Base, $100,000,000 of which shall be allocated to the UK Borrowing Base and $2,000,000,000
of which shall be allocated to the US Borrowing Base) on and from the Closing Date until the date that is 120 days after the Closing
Date (or such later date as Agent may agree in its sole discretion).


 


(b)            Subject
to the preceding clause (a), until the earlier of (i) January 31, 2021 and (ii) the date of receipt by Agent
of the New Appraisals and Field Exams, the aggregate amount of the Canadian Borrowing Base, UK Borrowing Base and US Borrowing
Base shall be determined using the Existing Appraisals and Field Exams and be based on the sum of such borrowing bases as calculated
under the Existing WS Credit Agreement and the Existing Mobile Mini Credit Agreement, in each case, as if such agreements were
still in effect, provided, that, upon completion and delivery to Agent of the New WS Appraisals and Field Exams (but prior
to the completion of the New Mobile Mini Appraisals and Field Exams), the Canadian Borrowing Base, UK Borrowing Base and US Borrowing
Base shall each be calculated in accordance with the definitions thereof based on the New WS Appraisals and Field Exams and the
Existing Mobile Mini Appraisals and Field Exams until the New Mobile Mini Appraisals and Field Exams are completed and delivered
to Agent. In the event that the New WS Appraisals and Field Exams are not completed and delivered to Agent by January 31,
2021, the Borrowing Base shall be deemed to be $0 from and after January 31, 2021 until the date on which the New WS Appraisals
and Field Exams are completed and delivered to Agent.


 






    131


     


    

 


2.7          Bank
of the West. Upon Bank of the West receiving requisite internal approvals to act as a Canadian Fronting Bank, a
UK Fronting Bank and a US Fronting Bank and delivery by Bank of the West to Agent and the Administrative Borrower of duly executed
signature pages to this Agreement in such capacities, Bank of the West (or any applicable branch or Affiliate) shall be deemed
to be a Canadian Fronting Bank, a UK Fronting Bank and a US Fronting Bank hereunder and Schedule 1.1(a) shall be amended
(i) to reduce the “Canadian Letters of Credit Commitment”, the “UK Letters of Credit Commitment”
and the “US Letters of Credit Commitment” set forth thereon of Bank of America, N.A. (or any applicable branch or
Affiliate) in an amount to be agreed between Agent and Bank of the West and (ii) to add Bank of the West (or any applicable
branch or Affiliate) to such Schedule 1.1(a) with a “Canadian Letters of Credit Commitment”, a “UK Letters
of Credit Commitment” and a “US Letters of Credit Commitment” in each case in an amount equal to the corresponding
reduction described in the foregoing clause (i), all without the consent of any other party hereto.


 


SECTION 3.             INTEREST,
FEES AND CHARGES


 


3.1          Interest.


 


3.1.1            Rates
and Payment of Interest.


 


(a)           The
Obligations shall bear interest as follows:


 


(i)            in
the case of a Base Rate Loan, at the Base Rate in effect from time to time for the applicable currency, plus the Applicable
Margin for such Base Rate Loan;


 


(ii)            in
the case of a Canadian BA Rate Loan, at the Canadian BA Rate for the applicable Interest Period, plus the Applicable Margin
for Canadian BA Rate Loans;


 


(iii)            in
the case of a Canadian Prime Rate Loan, at the Canadian Prime Rate in effect from time to time, plus the Applicable Margin
for Canadian Prime Rate Loans;


 


(iv)            in
the case of a LIBOR Loan, at a rate equal to LIBOR for the applicable Interest Period for the applicable currency, plus
the Applicable Margin for such LIBOR Loans.


 


Interest shall accrue from the date the
Loan is advanced or the Obligation becomes payable, until paid by the applicable Borrower(s), and shall in no event be less than
zero at any time. If a Loan is repaid on the same day made, one day’s interest shall accrue.


 


(b)           Interest
on Loans shall be payable in the currency of the underlying Loan.


 


(c)           If
all or a portion of (i) the principal amount of any Loan or (ii) any interest payable thereon shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise) or any other amounts shall not be paid when due hereunder, such
overdue amount shall bear interest (including post-petition interest during the pendency of any Insolvency Proceeding) at a rate
per annum that is (x) in the case of overdue principal, the Default Rate or (y) in the case of any overdue interest or
other amounts not paid when due hereunder, to the extent permitted by Applicable Law, the Default Rate from and including the date
of such non-payment to but excluding the date on which such amount is paid in full (after as well as before judgment). Payment
or acceptance of the increased rates of interest provided for in this Section 3.1.1 is not a permitted alternative
to timely payment of amounts due hereunder and shall not constitute a waiver of any Event of Default or otherwise prejudice or
limit any rights or remedies of Agent or any Lender.


 






    132


     


    

 


(d)            Interest
accrued on the Loans shall be due and payable in arrears, (i) for any Base Rate Loan or Canadian Prime Rate Loan, quarterly
on the first day of each January, April, July and October for the preceding quarter; (ii) for any Interest Period
Loan, on the last day of its Interest Period (and, if its Interest Period exceeds three months, at the end of each period of three
months) and (iii) on any date of prepayment, with respect to the principal amount of Loans being prepaid. In addition, interest
accrued on the (1) Multicurrency Facility Loans shall be due and payable in arrears on the Multicurrency Facility Commitment
Termination Date and (2) US Facility Loans shall be due and payable in arrears on the US Facility Commitment Termination Date.
Notwithstanding the foregoing, interest on Obligations accrued at the Default Rate shall be due and payable on demand.


 


3.1.2            Application
of LIBOR to Outstanding Loans.


 


(a)            Borrowers
may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereof, elect to convert
any portion of any Base Rate Loan funded in Dollars to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR
Loan in the same currency. During any Event of Default, Agent may (and shall at the direction of Required Lenders) declare that
no Loan funded in Dollars may be made, converted or continued as a LIBOR Loan.


 


(b)            Whenever
Borrowers desire to convert or continue Loans as LIBOR Loans, the Administrative Borrower shall give Agent a Notice of Conversion/Continuation,
no later than 10:00 a.m. (Local Time) at least three Business Days prior to the requested conversion or continuation date.
Promptly after receiving any such notice, Agent shall notify each applicable Revolver Lender thereof. Each Notice of Conversion/Continuation
shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which
shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one month if not specified). If,
upon the expiration of any Interest Period in respect of any LIBOR Loans, the Administrative Borrower shall have failed to deliver
a Notice of Conversion/Continuation with respect thereto as required above, Borrowers shall be deemed to have elected to continue
such Loans as LIBOR Loans in the same currency with an Interest Period of one month.


 






    133


     


    

 


3.1.3            Application
of Canadian BA Rate to Outstanding Loans.


 


(a)            A
Canadian Borrower may on any Business Day, subject to delivery of a Notice of Conversion/Continuation and the other terms hereof,
elect to convert any portion of the Canadian Prime Rate Loans, or to continue any Canadian BA Rate Loan at the end of its Interest
Period as a Canadian BA Rate Loan; provided, however, that such Canadian BA Rate Loans may only be so converted at
the end of the Interest Period applicable thereto. During any Event of Default, Agent may (and shall at the direction of Required
Multicurrency Facility Lenders) declare that no Loan may be made, converted or continued as a Canadian BA Rate Loan.


 


(b)            Whenever
the Applicable Canadian Borrower desires to convert or continue Loans as Canadian BA Rate Loans, the Administrative Borrower shall
give Agent a Notice of Conversion/Continuation, no later than 10:00 a.m. (Local Time) at least three Business Days prior to
the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Multicurrency
Facility Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to
be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest
Period (which shall be deemed to be one month if not specified). If, upon the expiration of any Interest Period in respect of any
Canadian BA Rate Loans, Administrative Borrower shall have failed to deliver a Notice of Conversion/Continuation with respect thereto
as required above, the Applicable Canadian Borrower shall be deemed to have elected to continue such Loans as Canadian BA Rate
Loans with an Interest Period of one month.


 


3.1.4            Interest
Periods. In connection with the making, conversion or continuation of any Interest Period Loans, the Administrative
Borrower, on behalf of the applicable Borrower(s), shall select an interest period to apply (the “Interest Period”),
which interest period shall be a one, two, three, six or, if available to all Applicable Lenders as determined by such Applicable
Lenders in good faith based upon prevailing market conditions, twelve month or a shorter period; provided, however,
that:


 


(a)            each
Interest Period shall commence on the date the Loan is made or continued as, or converted into, an Interest Period Loan, and shall
expire on the numerically corresponding day in the calendar month at its end;


 


(b)            if
any Interest Period commences on a day for which there is no corresponding day in the calendar month at its end or if such corresponding
day falls after the last Business Day of such month, then the Interest Period shall expire on the last Business Day of such month;


 


(c)            subject
to clause (b), above, if any Interest Period would expire on a day that is not a Business Day, the period shall expire on
the next Business Day; and


 


(d)            no
Interest Period shall extend beyond the Revolver Facility Termination Date.


 






    134


     


    

 


3.2          Fees.


 


3.2.1            Unused
Line Fee.


 


(a)            Multicurrency
Facility Unused Line Fee. Borrowers shall pay to Agent, for the Pro Rata benefit of the Multicurrency Facility Lenders, a fee
equal to 0.225% per annum times the average daily amount by which the Multicurrency Facility Commitments exceed the Total Multicurrency
Facility Exposure during any month. Such fee shall be payable in arrears in Dollars, quarterly on the first day of each January,
April, July and October for the preceding quarter (commencing with the first such date to occur after the Closing Date)
and on the Multicurrency Facility Commitment Termination Date.


 


(b)            US
Facility Unused Line Fee. US Borrowers shall pay to Agent, for the Pro Rata benefit of US Facility Lenders, a fee equal to
0.225% per annum times the average daily amount by which the US Facility Commitments exceed the Total US Facility Exposure during
any month. Such fee shall be payable in arrears in Dollars, quarterly on the first day of each January, April, July and October for
the preceding quarter (commencing with the first such date to occur after the Closing Date) and on the US Facility Commitment Termination
Date.


 


(c)            Swingline
Utilization. For the purposes of this Section 3.2.1,
outstanding Swingline Loans shall not be considered utilization of any Facility in determining the unused line fees.


 


3.2.2            Canadian
Letters of Credit Fees. The Canadian Borrowers jointly and severally agree to pay (a) to Agent, for the Pro
Rata benefit of Multicurrency Facility Lenders, a fee equal to the per annum rate of the Applicable Margin in effect for Canadian
BA Rate Loans (in the case of Canadian Letters of Credit denominated in Canadian Dollars) or LIBOR Loans (in the case of Canadian
Letters of Credit denominated in Dollars) times the average daily stated amount of the Canadian Letters of Credit denominated
in such currency, as the case may be, which fee shall be payable quarterly in arrears, on the first day of each January, April,
July and October for the preceding quarter (commencing with the first such date to occur after the Closing Date), and
in addition shall be paid on the date of termination of any Canadian Letter of Credit and on the Multicurrency Facility Commitment
Termination Date; (b) to Canadian Fronting Bank, for its own account, a fronting fee equal to 0.125% per annum on the stated
amount of each Canadian Letter of Credit issued by it, which fee shall be payable upon the issuance of such Canadian Letter of
Credit and at the time of each renewal or extension of each Canadian Letter of Credit, and also quarterly in arrears, on the first
day of each January, April, July and October for the preceding quarter (commencing with the first such date to occur
after the Closing Date), and in addition shall be paid on the date of termination of such Canadian Letter of Credit and on the
Multicurrency Facility Commitment Termination Date; and (c) to Canadian Fronting Bank, for its own account, all customary
charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Canadian Letters
of Credit issued by it, which charges shall be paid as and when incurred on demand. All fees payable under this Section 3.2.2
shall be payable in (x) Dollars for Canadian Letters of Credit denominated in Dollars and (y) Canadian Dollars for
Canadian Letters of Credit denominated in Canadian Dollars.


 






    135


     


    

 


3.2.3            UK
Letters of Credit Fees. The UK Borrowers jointly and severally agree to pay (a) to Agent, for the Pro Rata
benefit of Multicurrency Facility Lenders, a fee equal to the per annum rate of the Applicable Margin in effect for LIBOR Loans
of the applicable currency times the average daily stated amount of UK Letters of Credit of such applicable currency, which fee
shall be payable quarterly in arrears, on the first day of each January, April, July and October for the preceding quarter
(commencing with the first such date to occur after the Closing Date), and in addition shall be paid on the date of termination
of any UK Letter of Credit and on the Multicurrency Facility Commitment Termination Date; (b) to UK Fronting Bank, for its
own account, a fronting fee equal to 0.125% per annum on the stated amount of each UK Letter of Credit issued by it, which fee
shall be payable upon the issuance of such UK Letter of Credit and at the time of each renewal or extension of each UK Letter
of Credit, and also quarterly in arrears, on the first day of each January, April, July and October for the preceding
quarter (commencing with the first such date to occur after the Closing Date), and in addition shall be paid on the date of termination
of such UK Letter of Credit and on the Multicurrency Facility Commitment Termination Date; and (c) to UK Fronting Bank, for
its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and
administration of UK Letters of Credit issued by it, which charges shall be paid as and when incurred on demand. All fees payable
under this Section 3.2.3 shall be payable in (x) Dollars for UK Letters of Credit denominated in Dollars, (y) Pounds
Sterling for UK Letters of Credit denominated in Pounds Sterling and (z) Euros for UK Letters of Credit denominated in Euros.


 


3.2.4            US
Letters of Credit Fees. US Borrowers jointly and severally agree to pay (a) to Agent, for the Pro Rata benefit
of US Facility Lenders, a fee equal to the per annum rate of the Applicable Margin in effect for LIBOR Loans in Dollars times
the average daily stated amount of US Letters of Credit, which fee shall be payable quarterly in arrears, on the first day of
each January, April, July and October for the preceding quarter (commencing with the first such date to occur after
the Closing Date), and in addition shall be paid on the date of termination of any US Letter of Credit and on the US Facility
Commitment Termination Date; (b) to US Fronting Bank, for its own account, a fronting fee equal to 0.125% per annum on the
stated amount of each US Letter of Credit issued by it, which fee shall be payable upon the issuance of such US Letter of Credit
and at the time of each renewal or extension of each US Letter of Credit, and also quarterly in arrears, on the first day of each
January, April, July and October for the preceding quarter (commencing with the first such date to occur after the Closing
Date), and in addition shall be paid on the date of termination of such US Letter of Credit and on the US Facility Commitment
Termination Date; and (c) to US Fronting Bank, for its own account, all customary charges associated with the issuance, amending,
negotiating, payment, processing, transfer and administration of US Letters of Credit issued by it, which charges shall be paid
as and when incurred on demand. All fees payable under this Section 3.2.4 shall be payable in Dollars.


 


3.2.5            Other
Fees. Holdings and the Borrowers shall pay such other fees as described in the Fee Letter.





 






    136


     


    

 


3.3          Computation
of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum
basis, shall be computed for the actual days elapsed, based on a year of 360 days, or, in the case of interest based on Loans
bearing interest at the US Prime Rate, on the basis of a year of 365 or 366 days, as the case may be, or, in the case of interest
on Loans denominated in Canadian Dollars or Pounds Sterling, on the basis of a year of 365 days, or, in the case of interest on
Loans denominated in Dollars bearing interest at the Canadian Base Rate, on the basis of a year of 365 days. Each determination
by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest
error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under
Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge
for the use, forbearance or detention of money, except to the extent such treatment is inconsistent with any Applicable Law. A
certificate setting forth in reasonable detail amounts payable by any Borrower under Section 3.4, 3.7 or 3.9
and the basis therefor, submitted to the Administrative Borrower by Agent or the affected Lender or Fronting Bank shall be
final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate
party within ten (10) Business Days following receipt of the certificate. For the purposes of the Interest Act (Canada),
the yearly rate of interest to which any rate calculated on the basis of a period of time different from the actual number of
days in the year (360 days, for example) is equivalent is the stated rate multiplied by the actual number of days in the year
(365 or 366, as applicable) and divided by the number of days in the shorter period (360 days, in the example), and the parties
hereto acknowledge that there is a material distinction between the nominal and effective rates of interest and that they are
capable of making the calculations necessary to compare such rates and that the calculations herein are to be made using the nominal
rate method and not on any basis that gives effect to the principle of deemed reinvestment of interest. Each Canadian Loan Party
confirms that it understands and is able to calculate the rate of interest applicable to Borrowings based on the methodology for
calculating per annum rates provided for herein. Each Canadian Loan Party irrevocably agrees not to plead or assert, whether by
way of defense or otherwise, in any proceeding relating to this Agreement or any Loan Documents, that the interest payable hereunder
and the calculation thereof has not been adequately disclosed to the Canadian Loan Parties as required pursuant to Section 4
of the Interest Act (Canada). Any provision of this Agreement that would oblige a Canadian Loan Party to pay any fine, penalty
or rate of interest on any arrears of principal or interest secured by a mortgage on real property or hypothec on immovables that
has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall
not apply to such Canadian Loan Party, which shall be required to pay interest on money in arrears at the same rate of interest
payable on principal money not in arrears.


 


3.4          Reimbursement
Obligations. Each Borrower shall, subject to Section 2.5, reimburse Agent for all Extraordinary Expenses
incurred by Agent in reference to such Borrower or its related Loan Party Group Obligations or Collateral securing its Loan Party
Group Obligations. In addition to such Extraordinary Expenses, such Borrowers shall also reimburse Agent and, in the case of clause
(a) below only, each Joint Lead Arranger, for all reasonable and documented legal, accounting, appraisal, and other reasonable
and documented fees, costs and expenses, without duplication, incurred by them in connection with (a) negotiation and preparation
of any Loan Documents and any commitment letters executed in connection herewith and the syndication of the Loans hereunder; (b) any
amendment or other modification to any of the Loan Documents; (c) all due diligence expenses, including field examinations
and appraisals incurred by Agent in connection with the Loan Documents incurred prior to the Closing Date, provided, that
any expenses incurred by an Agent Professional (other than attorneys which, for the avoidance of doubt, are covered by the proviso
to this sentence) shall only be reimbursed to the extent the Administrative Borrower provided its prior written consent to the
retaining of such Agent Professional (such consent not to be unreasonably conditioned, withheld or delayed); (d) administration
of and actions relating to any Collateral, including any actions taken to perfect or maintain priority of Agent’s Liens
on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (e) each inspection,
field exam, audit or appraisal with respect to any Loan Party within such Borrowers’ related Loan Party Group or Collateral
securing such Loan Party Group’s Obligations (including Bank of America’s standard charges for field examinations,
audits and the preparation of reports thereof), whether prepared by Agent’s personnel or a third party (subject to the limitations
of Section 9.1.14); provided, that the Borrowers’ obligation to reimburse Agent and Joint Lead Arrangers
for legal fees shall be limited to the reasonable and documented legal fees and expenses of Latham & Watkins, LLP, US
and UK counsel to Agent and Joint Lead Arrangers, and Norton Rose Fulbright Canada LLP, Canadian counsel to Agent and Joint Lead
Arrangers, replacement or substitute counsel in any such jurisdiction and, if necessary, one local counsel in each other relevant
material jurisdiction, including material local jurisdictions within any country listed above (which may include a local counsel
acting in multiple jurisdictions). In addition to the Extraordinary Expenses of Agent, upon the occurrence and during the continuance
of an Event of Default, Borrowers shall reimburse Fronting Banks and Lenders for the reasonable and documented fees, charges and
disbursements of one US counsel, one UK counsel, and one Canadian counsel (and, if necessary, of one local counsel in each other
relevant material jurisdiction, including local material jurisdictions within any country listed above (which may include a local
counsel acting in multiple jurisdictions)) for the Fronting Banks and Lenders, as a whole, in connection with the enforcement,
collection or protection of their respective rights under the Loan Documents (unless there is an actual or perceived conflict
of interest, in which case the affected Fronting Banks and Lenders (taken as a whole) may retain one additional counsel in each
relevant material jurisdiction, including local material jurisdictions within any country listed above (which may include a local
counsel acting in multiple jurisdictions))), including all such expenses incurred during any workout, restructuring or Insolvency
Proceeding. All amounts payable by Borrowers under this Section 3.4 shall be due and payable in accordance with Section 3.3.


 






    137


     


    

 


3.5          Illegality.
If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it
is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Interest Period Loans, or to determine
or charge interest rates based upon the Canadian BA Rate or LIBOR, or any Governmental Authority has imposed material restrictions
on the authority of such Lender to purchase or sell bills of exchange denominated in, or to take deposits of, Dollars, Euros or
Pounds Sterling in the London interbank market, or Canadian Dollars through bankers’ acceptances in the Canadian interbank
market then, on notice thereof by such Lender to Agent, any obligation of such Lender to make or continue affected Interest Period
Loans or to convert Floating Rate Loans to affected Interest Period Loans shall be suspended until such Lender notifies Agent
that the circumstances giving rise to such determination no longer exist. Upon delivery of such notice, Borrowers shall prepay
or, if applicable, convert all affected Interest Period Loans of such Lender to Floating Rate Loans, either on the last day of
the Interest Period therefor, if such Lender may lawfully continue to maintain such Interest Period Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Interest Period Loans. Upon any such prepayment or conversion, the affected
Borrowers shall also pay accrued interest on the amount so prepaid or converted. If any Lender invokes this Section 3.5,
such Lender shall use reasonable efforts to notify the Administrative Borrower and Agent when the conditions giving rise to such
action no longer exists, provided, however, that such Lender shall have no liability to Borrowers or to any other
Person for its failure to provide such notice.


 






    138


     


    

 


3.6          Inability
to Determine Rates.


 


(a)            If
Required Lenders notify Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation
of, an Interest Period Loan that (a) deposits or bankers’ acceptances are not being offered to (i) with respect
to LIBOR, banks in the London interbank market and (ii) with respect to the Canadian BA Rate, banks in Canada in the Canadian
interbank market, in each case for the applicable amount and Interest Period of such Loan, (b) adequate and reasonable means
do not exist for determining LIBOR or the Canadian BA Rate for the requested Interest Period, or (c) LIBOR or the Canadian
BA Rate for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such Loan,
then Agent will promptly so notify the Administrative Borrower and each Applicable Lender. Thereafter, the obligation of the Applicable
Lenders to make or maintain affected Interest Period Loans shall be suspended until Agent (upon instruction by the applicable Required
Facility Lenders) revokes such notice. Upon receipt of such notice, the Administrative Borrower may revoke any pending request
for a Borrowing of, conversion to or continuation of an Interest Period Loan or, failing that, will be deemed to have submitted
a request for a Floating Rate Loan. If any Lender invokes this Section 3.6, such Lender shall use reasonable efforts
to notify the Administrative Borrower and Agent when the conditions giving rise to such action no longer exists, provided,
however, that such Lender shall have no liability to Borrowers or to any other Person for its failure to provide such notice.


 


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


 


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


 


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


 


(iii)            syndicated
loans currently being executed, or that include language similar to that contained in this Section 3.6, are being executed
or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR for an applicable currency,


 






    139


     


    

 


then, reasonably promptly after
such determination by Agent or receipt by Agent of such notice, as applicable, Agent and the Administrative Borrower may amend
this Agreement solely for the purpose of replacing LIBOR for the applicable currency in accordance with this Section 3.6
with (x) in the case of Revolver Loans denominated in Dollars, one or more SOFR-Based Rates or (y) in all cases (including
in the case of loans denominated in Dollars), another alternate benchmark rate giving due consideration to any evolving or then
existing convention for similar syndicated credit facilities syndicated in the United States and denominated in the applicable
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 syndicated credit facilities syndicated in the United
States and denominated in the applicable currency for such benchmarks, each of which adjustments or methods for calculating such
adjustments shall be published on one or more information services as selected by Agent from time to time in its reasonable discretion
and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”),
and any such amendment shall become effective at 5:00 p.m. (Local Time) on the fifth Business Day after Agent shall have posted
such proposed amendment to all Lenders and the Administrative Borrower unless, prior to such time, Lenders comprising the Required
Lenders have delivered to Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR
with respect to Revolver Loans denominated in Dollars with a rate described in clause (x), object to any Adjustment; or
(B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided
that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any
SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate for the applicable currency shall be applied in a manner
consistent with market practice; provided that, to the extent such market practice is not administratively feasible for
Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent.


 


If no LIBOR Successor Rate has
been determined for the applicable currency and the circumstances under clause (i) above exist or the Scheduled Unavailability
Date has occurred (as applicable), Agent will promptly so notify the Administrative Borrower and each Lender. Thereafter, (x) the
obligation of the Lenders to make or maintain LIBOR Loans in each applicable currency shall be suspended (to the extent of the
affected LIBOR Loans or Interest Periods), and (y) the LIBOR component for each applicable currency shall no longer be utilized
in determining the applicable Base Rate. Upon receipt of such notice, (i) the Administrative Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of LIBOR Loans in each such affected applicable currency (to the extent
of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted each such request into a request
for a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (ii) (A) any
outstanding affected LIBOR Loans denominated in Dollars will be deemed to have been converted into Base Rate Loans at the end of
the applicable Interest Period and (B) any outstanding affected LIBOR Loans denominated in Euros or Pounds Sterling, at the
Administrative Borrower’s election, shall either (1) be converted into a Borrowing of Base Rate Loans denominated in
Dollars in the Dollar Equivalent of the amount of such outstanding LIBOR Loan at the end of the applicable Interest Period or (2) be
prepaid at the end of the applicable Interest Period in full; provided that if no election is made by the Administrative
Borrower by the earlier of (x) the date that is three Business Days after receipt by the Administrative Borrower of such notice
and (y) the last day of the current Interest Period for the applicable LIBOR Rate Loan, the Administrative Borrower shall
be deemed to have elected clause (1) above.


 






    140


     


    

 


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


 


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


 


3.7          Increased
Costs; Capital Adequacy.


 


3.7.1            Change
in Law. If any Change in Law shall:


 


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


 


(b)            impose
on any Lender or Fronting Bank or the London interbank market or the Canadian market any other condition, cost or expense affecting
any Loan, Loan Document, Letter of Credit or participation in LC Obligations; or


 


(c)            subject
any Lender, any Fronting Bank or Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses
(c), (d) and (e) of the definition of Excluded Taxes, and (C) franchise, branch profit and net
income Taxes (however denominated) imposed as a result of a present or former connection between such party and the jurisdiction
imposing such Tax other than connections arising from such party having executed, delivered, become a party to, performed its obligations
under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or
enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document, in each case imposed
on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document) on its loans,
loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital thereto,





 






    141


     


    

 


and the result thereof shall be to increase
the cost to such Lender of making or maintaining any Interest Period Loan (or of maintaining its obligation to make any such Loan),
or to increase the cost to such Lender or Fronting Bank of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or
receivable by such Lender or Fronting Bank hereunder (whether of principal, interest or any other amount) then, upon request of
such Lender or Fronting Bank, the Borrowers to which such Lender or Fronting Bank has a Revolver Commitment shall pay to such Lender
or Fronting Bank such additional amount or amounts as will compensate such Lender or Fronting Bank for such additional costs incurred
or reduction suffered, in each case, in accordance with Section 3.3. For the avoidance of doubt, this Section 3.7.1
shall not apply to the extent that any amount is (i) attributable to a Tax Deduction required by law to be made by a Loan
Party, or (ii) attributable to the implementation or application of or compliance with the “International Convergence
of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision
in June 2004 in the form existing on the date of this Agreement (“Basel II”) or any other law or regulation
which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Secured Party
or any of its Affiliates) other than in connection with Basel III.


 


3.7.2            Capital
Adequacy. If any Lender or Fronting Bank determines that any Change in Law affecting such Lender or Fronting Bank
or any Lending Office of such Lender or such Lender’s or Fronting Bank’s holding company, if any, regarding capital,
liquidity or leverage requirements has or would have the effect of reducing the rate of return on such Lender’s, Fronting
Bank’s or holding company’s capital as a consequence of this Agreement, or such Lender’s or Fronting Bank’s
Revolver Commitments, Loans, Letters of Credit or participations in LC Obligations to a level below that which such Lender, Fronting
Bank or holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, Fronting
Bank’s and holding company’s policies with respect to capital adequacy), then from time to time the Borrowers to which
such Lender or Fronting Bank has a Revolver Commitment will pay to such Lender or Fronting Bank, as the case may be, such additional
amount or amounts as will compensate it or its holding company for any such reduction suffered, in each case, in accordance with
Section 3.3.


 


3.7.3            Compensation.
Failure or delay on the part of any Lender or Fronting Bank to demand compensation pursuant to this Section 3.7 shall
not constitute a waiver of its right to demand such compensation, but Borrowers shall not be required to compensate a Lender or
Fronting Bank for any increased costs incurred or reductions suffered more than six months prior to the date that the Lender or
Fronting Bank notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and
of such Lender’s or Fronting Bank’s intention to claim compensation therefor (except that, if the Change in Law giving
rise to such increased costs or reductions is retroactive, then the six month period referred to above shall be extended to include
the period of retroactive effect thereof).


 


3.8          Mitigation.
If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if any Borrower
is required to pay additional amounts or indemnity payments with respect to a Lender under Section 5.8, then such
Lender shall use reasonable efforts to designate a different Lending Office or to assign its rights and obligations hereunder
to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (a) would
eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each
case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous
to such Lender or unlawful. Subject to Section 2.5, the Borrowers shall pay all reasonable costs and expenses incurred
by any Lender that has a Revolver Commitment in connection with any such designation or assignment.


 






    142


     


    

 


3.9          Funding
Losses. If for any reason (other than default by a Lender) (a) any Borrowing of, or conversion to or continuation
of, an Interest Period Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation
(whether or not withdrawn), (b) any repayment or conversion of an Interest Period Loan or any Reallocation occurs on a day
other than the end of an Interest Period, (c) any Borrower fails to repay an Interest Period Loan when required hereunder,
or (d) pursuant to Section 12.3.4, the Administrative Borrower requires a Lender to assign all of its rights
and obligations under the Loan Documents to one or more Eligible Assignees, then the relevant Borrower shall pay to Agent its
customary administrative charge and to each Lender all losses and expenses that it sustains as a consequence thereof, including
any loss or expense arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds,
but excluding loss of margin. All amounts payable by Borrowers under this Section 3.9 shall be due and payable in
accordance with Section 3.3. Lenders shall not be required to purchase deposits in the London interbank market or
any other applicable market to fund any Interest Period Loan, but the provisions hereof shall be deemed to apply as if each Lender
had purchased such deposits to fund such Loans.


 


3.10         Maximum
Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed
to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (“maximum
rate”). If Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest
shall be applied to the principal of the Obligations of the Borrower to which such excess interest relates or, if it exceeds such
unpaid principal, refunded to such Borrower. In determining whether the interest contracted for, charged or received by Agent
or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment
that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects
thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout
the contemplated term of the Obligations hereunder. Without limiting the generality of the foregoing provisions of this Section 3.10,
if any provision of any of the Loan Documents would obligate any Canadian Loan Party to make any payment of interest with respect
to the Canadian Obligations in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in
the receipt of interest with respect to the Canadian Obligations at a criminal rate (as such terms are construed under the Criminal
Code (Canada)), then notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive
effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt
by the applicable recipient of interest with respect to the Canadian Obligations at a criminal rate, such adjustment to be effected,
to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid by the Canadian
Loan Parties to the applicable recipient under the Loan Documents; and (ii) thereafter, by reducing any fees, commissions,
premiums and other amounts required to be paid by the Canadian Loan Parties to the applicable recipient which would constitute
interest with respect to the Canadian Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding
the foregoing, and after giving effect to all adjustments contemplated thereby, if the applicable recipient shall have received
an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Loan Parties shall be
entitled, by notice in writing to Agent, to obtain reimbursement from the applicable recipient in an amount equal to such excess,
and pending such reimbursement, such amount shall be deemed to be an amount payable by the applicable recipient to the applicable
Canadian Loan Party. Any amount or rate of interest with respect to the Canadian Obligations referred to in this Section 3.10
shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of
interest over the term that any Revolver Loans to any Canadian Borrower remains outstanding on the assumption that any charges,
fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they
relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the
Closing Date to the date of Full Payment of the Canadian Obligations, and, in the event of a dispute, a certificate of a Fellow
of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.


 






    143


     


    

 


SECTION 4.              LOAN
ADMINISTRATION


 


4.1          Manner
of Borrowing and Funding Loans.


 


4.1.1            Notices
of Borrowing.


 


(a)            Revolver
Loans. Whenever any Borrower desires funding of a Borrowing of any Loans, the Administrative Borrower shall give Agent a Notice
of Borrowing. Such notice must be received by Agent no later than 10:00 a.m. (Local Time) (i) on the Business Day of
the requested funding date, in the case of Floating Rate Loans (or one Business Day prior to the requested funding date in the
case of any Floating Rate Loans to be Borrowed on the Closing Date) (provided that, in the case of any UK Base Rate Loans (other
than UK Swingline Loans), such notice must be received by Agent no later than 10:00 a.m. (Local Time) two Business Days (or
such shorter period as may be agreed by Agent and all Applicable Lenders) prior to the requested funding date) (provided that,
in the case of any Canadian Prime Rate Loans (other than Canadian Swingline Loans), such notice must be received by Agent no later
than 10:00 a.m. (Local Time) one Business Day (or such shorter period as may be agreed by Agent and all Applicable Lenders)
prior to the requested funding date) and (ii) at least three Business Days prior to the requested funding date, in the case
of Interest Period Loans (or one Business Day in the case of any Interest Period Loans to be Borrowed on the Closing Date). Notices
received after 10:00 a.m. (Local Time) shall be deemed received on the next Business Day. Each Notice of Borrowing shall be
irrevocable and shall specify (A) the applicable Borrower for such Borrowing, (B) the amount of the Borrowing, (C) the
requested funding date (which must be a Business Day), (D) whether the Borrowing is to be made as a Base Rate Loan, LIBOR
Loan, Canadian Prime Rate Loan or Canadian BA Rate Loan, (E) in the case of Interest Period Loans, the duration of the applicable
Interest Period (which shall be deemed to be one month if not specified), (F) whether the Borrowing is to be a Multicurrency
Facility Loan or a US Facility Loan and (G) the currency in which such Loan is to be denominated.


 


(b)            Swingline
Loans. Whenever any Borrower desires funding of a Borrowing of Swingline Loans, the Administrative Borrower shall give Agent
a Notice of Borrowing. Such notice must be received by Agent no later than 10:00 a.m. (Local Time) on the Business Day of
the requested funding date. Notices received after 10:00 a.m. (Local Time) shall be deemed received on the next Business Day.
Each Notice of Borrowing shall be irrevocable and shall specify (A) the applicable Borrower for such Borrowing, (B) the
amount of the Borrowing, (C) the requested funding date (which must be a Business Day), (D) whether the Borrowing is
to be made as a Base Rate Loan or Canadian Prime Rate Loan, (E) whether such Swingline Loan is to be a Canadian Swingline
Loan, a UK Swingline Loan or a US Swingline Loan and (F) the currency in which such Loan is to be denominated.


 






    144


     


    

 


4.1.2            Fundings
by Lenders; Settlement.


 


(a)            Each
Applicable Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans
under the applicable Facility that is properly requested hereunder; provided, however, that no Lender shall be required
to honor its Revolver Commitment by funding its Pro Rata share of any Borrowing that would (i) in the case of a Multicurrency
Facility Loan, cause the Total Multicurrency Facility Exposure to exceed the Multicurrency Facility Borrowing Base or the Multicurrency
Facility Commitment, (ii) in the case of a US Facility Loan, cause the Total US Facility Exposure to exceed the US Borrowing
Base (provided that for purposes of determining whether this clause (ii) has been satisfied, the US Borrowing Base
shall be deemed to be reduced by the amount by which the Total Multicurrency Facility Exposure exceeds the sum of the Canadian
Borrowing Base and the UK Borrowing Base) or the US Facility Commitment or (iii) in the case of a Multicurrency Facility Loan
borrowed by a US Borrower, cause the outstanding amount of all Multicurrency Facility Loans made to all US Borrowers to exceed
the US Borrowing Base (provided that for purposes of determining whether this clause (iii) has been satisfied, the
US Borrowing Base shall be deemed to be reduced by the amount of the Total US Facility Exposure). Agent shall endeavor to provide
prompt written notice to the Applicable Lenders of each Notice of Borrowing (or deemed request for a Borrowing). Subject to its
receipt of such amounts from the Applicable Lenders, Agent shall disburse the proceeds of the applicable Revolver Loans as directed
by the Administrative Borrower. Unless Agent shall have received (in sufficient time to act) written notice from an Applicable
Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Applicable Lender has deposited
or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to the applicable Borrower or Borrowers.
If an Applicable Lender’s share of any Borrowing is not received by Agent, then the applicable Borrower agrees to repay to
Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable
to such Borrowing. Notwithstanding the foregoing, Agent may, in its discretion, fund any request for a Borrowing of Revolver Loans
as Swingline Loans.


 


(b)            To
facilitate administration of the Revolver Loans, the Lenders, the Swingline Lenders and Agent agree (which agreement is solely
among them, and not for the benefit of or enforceable by any Borrower or any other Loan Party) that settlement among them with
respect to Swingline Loans and other Revolver Loans may take place on a date determined from time to time by Agent, which, in the
case of Canadian Swingline Loans and US Swingline Loans, shall occur at least once every five (5) Business Days. On each settlement
date, settlement shall be made with each such Lender in accordance with the Settlement Report delivered by Agent to the Lenders.
Each Lender’s obligation to make settlements with Agent is absolute and unconditional, without offset, counterclaim or other
defense, and whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 6
are satisfied. Between settlement dates contemplated under the first sentence of this clause (b), Agent may in its discretion
(but is not obligated to) apply payments on Revolver Loans to Swingline Loans, regardless of any designation by the Administrative
Borrower or any Borrower or any provision herein to the contrary. If, due to an Insolvency Proceeding with respect to any Borrower
or any other Loan Party or otherwise, any Swingline Loan may not be settled among the Lenders, then each Applicable Lender shall
be deemed to have purchased from the applicable Swingline Lender a Pro Rata participation in each unpaid Swingline Loan and shall
transfer the amount of such participation to the applicable Swingline Lender, in immediately available funds, within one Business
Day after Agent’s request therefor.


 






    145


     


    

 


4.1.3            Notices.
Each Borrower authorizes Agent and Lenders to extend Loans, convert or continue Revolver Loans, effect selections of interest
rates, and transfer funds to or on behalf of applicable Borrowers based on telephonic or e-mailed instructions by the Administrative
Borrower to Agent. The Administrative Borrower shall confirm each such request by reasonably prompt delivery to Agent of a Notice
of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs in any material respect from the action taken
by Agent or Lenders, the records of Agent and Lenders shall govern. Neither Agent nor any Lender shall have any liability for
any loss suffered by a Borrower as a result of Agent or any Lender acting upon its understanding of telephonic or e-mailed instructions
from a person believed in good faith by Agent or any Lender to be a person authorized to give such instructions on the Administrative
Borrower’s behalf.


 


4.1.4            Lending
Offices. Each Lender may, at its option, make any Revolver Loan, and participation in Letters of Credit, available
to any Borrower by causing any lending office, foreign or domestic branch or Affiliate of such Lender to make such Loan; provided,
that any exercise of such option shall not affect the obligation of such Borrower to repay such Loan in accordance with the terms
of this Agreement. Each such lending office, branch or Affiliate of any Lender shall, for all purposes of this Agreement and the
other Loan Documents, be treated in the same manner as the respective Lender (and shall be entitled to all indemnities and similar
provisions (subject to all conditions and restrictions with respect to such provisions) in respect of its acting as such).


 


4.2          Defaulting
Lender.


 


4.2.1            Reallocation
of Pro Rata Share; Amendments. For purposes of determining Lenders’ obligations to fund or participate in
Revolver Loans or Letters of Credit, Agent may exclude the Revolver Commitments and Loans of any Defaulting Lender from the calculation
of Pro Rata shares; provided, that (i) no non-Defaulting Lender shall be re-allocated any Defaulting Lender’s
commitment to fund Revolver Loans under Section 2.1.1 hereof if a Default or Event of Default is then continuing and
(ii) notwithstanding such exclusion, no non-Defaulting Lender shall be required to fund or participate in any Loans or Letter
of Credit if such funding or participation shall cause the Total Revolver Exposure of any non-Defaulting Lender to exceed such
non-Defaulting Lender’s Revolver Commitments. A Defaulting Lender shall have no right to vote on any amendment, waiver or
other modification of a Loan Document, except as provided in Section 13.1.1(c).


 






    146


     


    

 


4.2.2            Payments;
Fees. Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan
Documents, and a Defaulting Lender shall be deemed to have assigned to Agent such amounts until all Obligations owing to Agent,
non-Defaulting Lenders and other Secured Parties have been paid in full. Agent may apply such amounts to the Defaulting Lender’s
defaulted obligations, use the funds to Cash Collateralize such Lender’s LC Obligations, or readvance the amounts to Borrowers
hereunder. A Lender shall not be entitled to receive any fees accruing hereunder during the period in which it is a Defaulting
Lender, and the unfunded portion of its Revolver Commitment shall be disregarded for purposes of calculating the unused line fee
under Section 3.2.1. If any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, fees attributable
to such LC Obligations under Section 3.2.2, 3.2.3 or 3.2.4 shall be paid to such Lenders. Notwithstanding
anything to the contrary in Section 4.2.1 and this Section 4.2.2, the LC Obligations owing to a Defaulting
Lender may be reallocated to the other Lenders only to the extent that such reallocation does not cause the Total Revolver Exposure
of any non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolver Commitments. Agent shall be paid all fees attributable
to LC Obligations that are not reallocated.


 


4.2.3            Cure.
Administrative Borrower, Agent and each Fronting Bank may agree in writing that a Revolver Lender is no longer a Defaulting Lender.
At such time, Pro Rata shares shall be reallocated without exclusion of such Revolver Lender’s Revolver Commitment and Revolver
Loans, and all outstanding Revolver Loans, LC Obligations and other exposures under the Revolver Commitments shall be reallocated
among Revolver Lenders and settled by Agent (with appropriate payments by the reinstated Revolver Lender) in accordance with the
readjusted Pro Rata shares. Unless expressly agreed by Borrowers, Agent and each Fronting Bank, or as expressly provided herein
with respect to Bail-In Actions and related matters, no reallocation of Commitments and Revolver Loans to non-Defaulting Lenders
or reinstatement of a Defaulting Lender shall constitute a waiver or release of claims against such Lender. The failure of any
Lender to fund a Loan, to make a payment in respect of LC Obligations or otherwise to perform its obligations hereunder shall
not relieve any other Lender of its obligations, and no Lender shall be responsible for default by another Lender.


 


4.3            Number
and Amount of Interest Period Loans; Determination of Rate. For ease of administration, all Interest Period Loans
within a Facility of the same Type having the same length and beginning date of their Interest Periods and the same currency shall
be aggregated together, and such Loans shall be allocated among the Applicable Lenders on a Pro Rata basis. With respect to either
Facility, no more than ten (10) Borrowings of Interest Period Loans may be outstanding at any time, and each Borrowing of
Interest Period Loans when made, continued or converted shall be in a minimum amount of $1,000,000, Cdn$1,000,000, €1,000,000,
or £1,000,000, as applicable, or an increment of $100,000, Cdn$100,000, €100,000 or £100,000 in excess thereof,
as applicable. Upon determining Canadian BA Rate or LIBOR for any Interest Period, Agent shall promptly notify the Administrative
Borrower by telephone or electronically and, if requested by the Administrative Borrower, shall confirm any telephonic notice
in writing.


 


4.4          Administrative
Borrower.


 


4.4.1            Administrative
Borrower. Each Loan Party hereby designates WS International as its representative and agent (in such capacity,
the “Administrative Borrower”) for all purposes under the Loan Documents, including requests for Loans and
Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of any Borrowing
Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions
under the Loan Documents (including in respect of compliance with covenants), and all other dealings with Agent, any Fronting
Bank or any Lender. The Administrative Borrower hereby accepts such appointment.


 






    147


     


    

 


4.4.2            Administrative
Borrower Generally. Agent, each Fronting Bank and each Lender shall be entitled to rely upon, and shall be fully
protected in relying upon, any notice or communication (including any Notice of Borrowing) delivered by the Administrative Borrower
on behalf of any Loan Party. Agent, any Fronting Bank and any Lender may give any notice or communication with a Loan Party hereunder
to the Administrative Borrower on behalf of such Loan Party. Each of Agent, any Fronting Bank and any Lender shall have the right,
in its discretion, to deal exclusively with the Administrative Borrower for any or all purposes under the Loan Documents. Each
Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the
Administrative Borrower shall be binding upon and enforceable against it.


 


4.5           Effect
of Termination. On the effective date of termination of the Revolver Commitments, all Obligations shall be immediately
due and payable. All undertakings of Loan Parties contained in the Loan Documents shall survive, and Agent shall retain their
Liens on the Collateral and all of their rights and remedies under the Loan Documents until Full Payment of the Secured Obligations.
Sections 2.2, 2.3, 2.4, 3.4, 3.6, 3.7, 3.9, 5.4, 5.8, 5.9,
11, 13.2 and this Section 4.5, and the obligation of each Loan Party and Lenders with respect to each
indemnity given by it in any Loan Document, shall survive Full Payment of the Secured Obligations.


 


SECTION 5.           PAYMENTS


 


5.1            General
Payment Provisions. All payments of Obligations shall be made without offset, counterclaim or defense of any kind,
and in immediately available funds, not later than 1:00 p.m. (Local Time) on the due date. Any payment after such time shall
be deemed made on the next Business Day. If any payment under the Loan Documents shall be stated to be due on a day other than
a Business Day, the due date shall be extended to the next Business Day and such extension of time shall be included in any computation
of interest and fees. Any payment of an Interest Period Loan prior to the end of its Interest Period shall be accompanied by all
amounts due under Section 3.9. Any prepayment of Loans by a Borrower shall be applied first to costs and expenses
of Agent (including any Extraordinary Expenses) relating to such Borrower, second to Floating Rate Loans (and Agent may, in its
discretion, apply such prepayment to Swingline Loans before other Revolver Loans) of such Borrower, and then to Interest Period
Loans of such Borrower; provided, however, that as long as no Default or Event of Default exists, prepayments of
Interest Period Loans may (other than in the case of Full Payment of the Obligations), at the option of the applicable Borrower,
be held by Agent as Cash Collateral and applied to such Loans at the end of their Interest Periods (in which case no compensation
under Section 3.9 hereof shall be payable with respect to such prepayment, but interest shall continue to accrue on
the outstanding principal of such Loans until payment thereon). All payments with respect to any Obligation shall be made in the
currency of the underlying Obligation. Any payment made contrary to the requirements of the preceding sentence shall be subject
to the terms of Section 5.11.


 






    148


     


    

 



 


5.2         Repayment
of Obligations. (i) All Multicurrency Facility Obligations and shall be immediately due and payable in full
on the Multicurrency Facility Commitment Termination Date and (ii) all US Facility Obligations shall be immediately due and
payable in full on the US Facility Commitment Termination Date, in each case, unless payment of such Obligations is sooner required
hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium, subject to, in the case of Interest Period
Loans, the payment of costs set forth in Section 3.9 (except to the extent provided in Section 5.1). Notwithstanding
anything herein to the contrary, (x) if a Multicurrency Overadvance exists, Borrowers under the Multicurrency Facility shall,
subject to Section 2.5, on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower
has knowledge thereof, repay the outstanding Multicurrency Facility Loans in an amount sufficient to reduce the principal balance
of the related Overadvance Loan to zero; provided, that if the aggregate principal balance of all Multicurrency Facility
Loans owed by such Borrowers and all outstanding Multicurrency LC Obligations exceeds the Multicurrency Facility Borrowing Base
solely as a result of a fluctuation in Exchange Rates between the currencies in which such Multicurrency Facility Loans were funded
or Letters of Credit were issued and Dollars, no repayment due to such Overadvance shall be required under this Section 5.2
until and unless such excess amount is equal to or greater than 105% of the Multicurrency Facility Borrowing Base and (y) if
a US Overadvance exists, US Borrowers shall on the sooner of Agent’s demand or the first Business Day after the Administrative
Borrower has knowledge thereof, repay the outstanding US Facility Loans in an amount sufficient to reduce the principal balance
of the related Overadvance Loan to zero. If at any time the sum of the Dollar Equivalent of (x) the aggregate principal balance
of all Multicurrency Facility Loans owed by the Borrowers plus (y) the Multicurrency LC Obligations exceeds the Multicurrency
Facility Commitments (whether as a result of a fluctuation of Exchange Rates between the currencies in which such Loans were funded
or Letters of Credit were issued and Dollars or otherwise), the Borrowers under the Multicurrency Facility shall, on the sooner
of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay its outstanding
Multicurrency Facility Loans (or Cash Collateralize its Canadian Letters of Credit or UK Letters of Credit, as applicable) in
an amount sufficient to reduce such excess to zero. If at any time the sum of (x) the aggregate principal balance of all
US Facility Loans plus (y) the US LC Obligations exceeds the US Facility Commitments, the US Borrowers shall, on the
sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay its outstanding
US Facility Loans (or Cash Collateralize its US Letters of Credit) in an amount sufficient to reduce such excess to zero. If at
any time the aggregate principal balance of all Multicurrency Facility Loans owed by the US Borrowers exceeds the US Borrowing
Base (provided that for this purpose the US Borrowing Base shall be deemed to be reduced by the amount of the Total US
Facility Exposure), the US Borrowers shall, on the sooner of Agent’s demand or the first Business Day after the Administrative
Borrower has knowledge thereof, repay its outstanding Multicurrency Facility Loans in an amount sufficient to reduce such excess
to zero.


 


5.3         Payment
of Other Obligations. Obligations shall be paid by Borrowers as provided in the Loan Documents or, if no payment
date is specified, within thirty (30) days of demand by Agent therefor.


 






    149


     


    

 


5.4         Marshaling;
Payments Set Aside. None of Agent, Fronting Banks or Lenders shall be under any obligation to marshal any assets
in favor of any Loan Party or against any Obligations. If any payment by or on behalf of any Borrower or Borrowers is made to
Agent, any Fronting Bank or any Lender, or Agent, any Fronting Bank or any Lender exercises a right of setoff, and such payment
or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by Agent, such Fronting Bank or such Lender in its discretion)
to be repaid to a Creditor Representative or any other Person, then to the extent of such recovery, the Obligation originally
intended to be satisfied, and all Liens, rights and remedies relating thereto, shall be revived and continued in full force and
effect as if such payment had not been made or such setoff had not occurred.


 


5.5         Post-Default
Allocation of Payments.


 


5.5.1       Allocation.
Notwithstanding anything herein to the contrary, during the continuance of an Event of Default, monies to be applied to the Secured
Obligations, whether arising from payments by or on behalf of any Loan Party, realization on Collateral, setoff or otherwise,
shall, in each case, be allocated as follows:


 


(a)          with
respect to monies, payments, Property or Collateral of or from any US Loan Parties:


 


(i)           first,
to all costs and expenses, including Extraordinary Expenses, owing to Agent, to the extent owing by any US Loan Party;


 


(ii)          second,
to all amounts owing to US Swingline Lender on US Swingline Loans;


 


(iii)         third,
to all amounts owing to any US Fronting Bank on US LC Obligations;


 


(iv)         fourth,
to all US Obligations constituting fees owing by the US Loan Parties (exclusive of any Canadian Obligations and UK Obligations
which are guaranteed by the US Loan Parties);


 


(v)          fifth,
to all US Obligations constituting interest owing by the US Loan Parties (exclusive of any Canadian Obligations and UK Obligations
which are guaranteed by the US Loan Parties);


 


(vi)         sixth,
to Cash Collateralization of US LC Obligations;


 


(vii)        seventh,
to the principal amount of all Loans and all Qualified Secured Bank Product Obligations of any US Loan Party (exclusive of any
Qualified Secured Bank Product Obligations which are guaranteed by the US Loan Parties) to the extent a Bank Product Reserve has
been established with respect thereto up to and including the amount most recently specified to Agent pursuant to the terms hereof;


 


(viii)       eighth,
to all other US Obligations (exclusive of any Canadian Secured Obligations and UK Secured Obligations which are guaranteed by the
US Loan Parties); and


 






    150


     


    

 


(ix)          ninth,
to be applied to clause (b) below; and


 


(b)          with
respect to monies, payments, Property or Collateral of or from any Non-US Loan Parties, together with any allocations pursuant
to subclause (ix) of Section 5.5.1(a):


 


(i)           first,
to all costs and expenses, including Extraordinary Expenses, owing to Agent, to the extent owing by any Non-US Loan Party;


 


(ii)          second,
to all amounts owing to Canadian Swingline Lender on Canadian Swingline Loans to such Canadian Swingline Lender and UK Swingline
Lender on UK Swingline Loans to such UK Swingline Lender;


 


(iii)         third,
to all amounts owing to any Canadian Fronting Bank on Canadian LC Obligations of any Canadian Loan Party and any UK Fronting Bank
on UK LC Obligations of any UK Loan Party, in each case constituting fees;


 


(iv)         fourth,
to all Canadian Obligations and UK Obligations constituting fees owing by the Non-US Loan Parties;


 


(v)          fifth,
to all Canadian Obligations and UK Obligations constituting interest owing by the Non-US Loan Parties;


 


(vi)         sixth,
to Cash Collateralization of Canadian LC Obligations and UK LC Obligations;


 


(vii)        seventh,
to the principal amount of all Loans and all Qualified Secured Bank Product Obligations of any Non-US Loan Party (exclusive of
any Qualified Secured Bank Product Obligations which are guaranteed by the Non-US Loan Parties) to the extent a Bank Product Reserve
has been established with respect thereto up to and including the amount most recently specified to Agent pursuant to the terms
hereof; and


 


(viii)       eighth,
to all other Canadian Secured Obligations and UK Secured Obligations of the Non-US Loan Parties.


 


Amounts shall be applied to each category
of Secured Obligations set forth within subsections (a) and (b), as applicable, until Full Payment thereof and then to the
next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Secured Obligations
in the category. Amounts distributed with respect to any Secured Bank Product Obligations or Qualified Secured Bank Product Obligations
shall be the lesser of the maximum Secured Bank Product Obligations or Qualified Secured Bank Product Obligations, as the case
may be, last reported to Agent or the actual Secured Bank Product Obligations or Qualified Secured Bank Product Obligations, as
the case may be, as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation
to calculate the amount to be distributed with respect to any Secured Bank Product Obligations or Qualified Secured Bank Product
Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party
fails to deliver such calculation within five days following request by Agent, Agent may assume the amount to be the maximum amount
of the applicable Secured Bank Product Obligations or Qualified Secured Bank Product Obligations, as the case may be, last reported
to Agent. The allocations set forth in this Section 5.5.1 are solely to determine the rights and priorities of Agent
and Secured Parties as among themselves, and any allocation within subsection (a) and (b) of proceeds of
the realization of Collateral may be changed by agreement among them without the consent of any Loan Party. This Section 5.5.1
is not for the benefit of or enforceable by any Loan Party. Notwithstanding the preceding two sentences and anything else to the
contrary set forth in any of the Loan Documents, all payments by or on behalf of any Loan Party shall be applied first to the Secured
Obligations of any member of the Loan Party Group of which such Loan Party is a member then due until paid in full and then to
all other Secured Obligations (subject to the limitations contained herein including in Section 2.5) until paid in
full. Notwithstanding anything contained in this Section 5.5.1, no amount received from any Guarantor shall be applied
to any Excluded Swap Obligation of such Guarantor.


 






    151


     


    

 


5.5.2      Erroneous
Application. Agent shall not be liable for any application of amounts made by it in good faith and, if any such
application is subsequently determined to have been made in error, the sole recourse of any Lender or other Person to which such
amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was
received by any Lender, such Lender hereby agrees to return it).


 


5.6         Application
of Payments. The ledger balance (x) in the Dominion Accounts of the US Loan Parties as of the end of a Business
Day shall be applied to the US Obligations and, after that, at the discretion of Agent to any other Secured Obligations, (y) in
the Dominion Accounts of the Canadian Loan Parties as of the end of a Business Day shall be applied to the Canadian Obligations
and, after that, at the discretion of Agent, but subject to Section 2.5 to any other Secured Obligations and (z) in
the Dominion Accounts of the UK Loan Parties as of the end of a Business Day shall be applied to the UK Obligations and, after
that, at the discretion of Agent, but subject to Section 2.5, to any other Secured Obligations, in each case, at the
beginning of the next Business Day during the existence of any Cash Dominion Event. If, as a result of such application, a credit
balance exists, the balance shall not accrue interest in favor of Borrowers and shall be made available to Borrowers of the applicable
Loan Party Group as long as no Event of Default exists. During the continuance of an Event of Default, each Borrower irrevocably
waives the right to direct the application of any payments or Collateral proceeds, and agrees that Agent shall have the continuing,
exclusive right to apply and reapply same against the Obligations, in such manner as Agent deems advisable.


 


5.7         Loan
Account; Account Stated.


 


5.7.1      Loan
Account. Agent shall maintain in accordance with its usual and customary practices an account or accounts (“Loan
Account”) evidencing the Obligations of Borrowers resulting from each Loan made to such Borrowers or issuance of a Letter
of Credit for the account of Borrowers from time to time; it being understood that with respect to US Borrowers, such Loan Accounts
shall indicate the amount of such Obligations that constitute US Facility Obligations and the amount of such Obligations that
constitute Multicurrency Facility Obligations. Any failure of Agent to record anything in the Loan Account, or any error in doing
so, shall not limit or otherwise affect the obligation of any Borrower to pay any amount owing hereunder. Agent may maintain a
single Loan Account in the name of each Borrower from the same jurisdiction (in the name of any such Borrower), and each Borrower
confirms that, subject to Section 2.5, such arrangement shall have no effect on the joint and several character of
its liability for the Secured Obligations.


 






    152


     


    

 


5.7.2      Entries
Binding. Entries made in the Loan Account shall constitute presumptive evidence of the information contained therein.
If any information contained in the Loan Account is provided to or inspected by any Person, then such information shall be conclusive
and binding on such Person for all purposes absent manifest error, except to the extent such Person notifies Agent in writing
within 45 days after receipt or inspection that specific information is subject to dispute.


 


5.8         Taxes.
For purposes of this Section 5.8, the term “Lender” includes any Fronting Bank.


 


5.8.1      Payments
Free of Taxes. All payments by or on behalf of any Loan Party of Obligations shall be free and clear of and without
deduction, remittance or withholding for any Taxes, unless required by Applicable Law. If Applicable Law requires any Loan Party
or Agent to withhold, remit or deduct any Taxes (as determined in good faith by the applicable Loan Party or Agent), the withholding,
remittance or deduction shall be based on Applicable Law and the information provided pursuant to this Section 5.8
and Section 5.9, and the applicable Loan Party or Agent shall be entitled to make such deduction or withholding and
shall timely pay the amount withheld, remitted or deducted to the relevant Governmental Authority. If the withholding or deduction
is made on account of Indemnified Taxes or Other Taxes then (subject to Section 5.8.2 in respect of Tax imposed by
the United Kingdom) the sum payable by Loan Parties shall be increased so that the applicable Credit Parties receive an amount
equal to the sum they would have received if no such withholding, remittance or deduction (including deductions applicable to
additional sums payable under this Section 5.8) had been made. Without limiting the foregoing, Loan Parties shall
timely pay and remit all Other Taxes to the relevant Governmental Authorities in accordance with Applicable Law or, at the option
of Agent, timely reimburse it for the payment of any Other Taxes.


 


5.8.2      Exclusion
to the Tax Gross-Up for UK Borrowers. A payment shall not be increased under Section 5.8.1 above in
respect of any advance under any Loan Document to a Borrower incorporated in the UK on account of a UK Tax Deduction, if on the
date on which the payment falls due:


 


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


 


(b)          the
relevant Lender is a UK Qualifying Lender solely by virtue of clause (a)(ii) of the definition of UK Qualifying Lender,
and:


 


(i)            an
officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section
931 of the ITA which relates to the payment and that Lender has received from the Loan Party making the payment or from the Administrative
Borrower a certified copy of that Direction; and


 


(ii)           the
payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or





 






    153


     


    

 


(c)           the
relevant Lender is a UK Qualifying Lender solely by virtue of clause (a)(ii) of the definition of UK Qualifying Lender
and:


 


(i)            the
relevant Lender has not given a Tax Confirmation to Agent; and



 


(ii)           the
payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Agent, on
the basis that the Tax Confirmation would have enabled the Loan Party making the payment to have formed a reasonable belief that
the payment was an "excepted payment" for the purpose of section 930 of the ITA; or


 


(d)           the
relevant Lender is a UK Treaty Lender and the Loan Party making the payment is able to demonstrate that the payment could have
been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under Sections 5.9.3(a),
5.9.3(b) or 5.9.3(c) (as applicable) below.


 


5.8.3      Payment.
Loan Parties shall indemnify, hold harmless and reimburse each Credit Party for the full amount of any Indemnified Taxes or Other
Taxes (including Indemnified Taxes and Other Taxes attributable to amounts payable under this Section 5.8) paid by
such Credit Party with respect to any Obligations, whether or not such Taxes were properly asserted by the relevant Governmental
Authority, and including all penalties, interest and reasonable expenses relating thereto. A certificate setting forth in reasonable
detail the amount and basis for calculation of any such payment or liability delivered to the Administrative Borrower by a Credit
Party (with a copy to Agent) shall be conclusive, absent manifest error, and all amounts payable by Loan Parties under this Section 5.8.3
shall be due in accordance with Section 5.3. As soon as reasonably practicable after any payment of Indemnified
Taxes or Other Taxes by a Loan Party, the Administrative Borrower shall deliver to Agent a receipt from the Governmental Authority
or other evidence of payment reasonably satisfactory to Agent. This Section 5.8.3 shall not apply to a UK Tax Deduction
which would have been compensated for under Section 5.8.1 or Section 5.8.5, but was not so compensated
solely because one of the exclusions in Section 5.8.2 or Section 5.8.5 applied.


 


5.8.4      Treatment
of Certain Refunds. If any Credit Party determines, in its sole discretion in good faith, that it is entitled to
claim a refund from a Governmental Authority in respect of any Indemnified Tax or Other Taxes as to which it has been indemnified
by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 5.8
(including by the payment of additional amounts pursuant to Section 5.8.1), such Credit Party shall promptly notify
such Loan Party of the availability of such refund claim and, if such Credit Party determines in good faith that making a claim
for refund will not place such party in a less favorable net after-Tax position than such party would have been in if the indemnification
payments or additional amounts giving rise to such refund had never been paid, shall, within 60 days after receipt of a request
by such Loan Party, make a claim to such Governmental Authority for such refund. If a Credit Party determines, in its sole discretion,
that it has received a refund of any Indemnified Tax or Other Taxes as to which it has been indemnified by any Loan Party or with
respect to which any Loan Party has paid additional amounts pursuant to this Section 5.8 (including by the payment
of additional amounts pursuant to Section 5.8.1), it shall pay to such Loan Party an amount equal to such refund (but
only to the extent of indemnity payments made, or additional amounts paid, by Loan Parties under this Section 5.8
with respect to the Indemnified Tax or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Credit
Party, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund);
provided, that Loan Parties agree in writing to repay the amount paid over to Loan Parties (plus interest attributable
to the period during which the Loan Parties held such funds) to such Credit Party in the event that such Credit Party is required
to repay such refund to such Governmental Authority. This paragraph shall not be construed to require any Credit Party to make
available its tax returns (or any other information relating to its Taxes) to any Loan Party or any other Person.


 






    154


     


    

 


5.8.5        VAT


 


(a)          All
amounts set out or expressed in a Loan Document to be payable by any party to any Credit Party which (in whole or in part) constitute
the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such
supply or supplies, and accordingly, subject to clause (b) below, if VAT is or becomes chargeable on any supply made
by any Credit Party to any party under a Loan Document and such Credit Party is required to account to the relevant tax authority
for the VAT, that party shall pay to the Credit Party (in addition to and at the same time as paying any other consideration for
such supply) an amount equal to the amount of such VAT (and such Credit Party shall promptly provide an appropriate VAT invoice
to such party).


 


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


 


(i)            where
the Supplier is the person required to account to the relevant tax authority for the VAT, the Relevant Party must also pay to the
Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The Recipient must (where this
subsection (b)(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient
receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply;
and


 


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


 






    155


     


    

 


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


 


(d)           Any
reference in this Section 5.8.5 to any party shall, at any time when such party is treated as a member of a group or
unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to
the representative member of such group at such time as making the supply, or (as appropriate) receiving the supply, under the
grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member
state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union)
so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity)
of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group
or unity (or fiscal unity) at the relevant time (as the case may be).


 


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


 


5.9         Lender
Tax Information. For purposes of this Section 5.9, the term “Lender” includes any
Fronting Bank.


 


5.9.1      Generally.
Other than with respect to any advance under any Loan Document to a Borrower incorporated in the UK (to which Section 5.9.3
shall apply), any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of a
jurisdiction in which a relevant Loan Party is resident for tax purposes, or under any treaty to which such jurisdiction is a
party, with respect to payments under any Loan Document shall deliver to Agent and the Administrative Borrower, at the time or
times prescribed by Applicable Law or reasonably requested by Agent or the Administrative Borrower, such properly completed and
executed documentation or such other evidence as prescribed by Applicable Law as will permit such payments to be made without
withholding or at a reduced rate of withholding. In addition and only to the extent applicable, any Lender, if requested by Agent
or the Administrative Borrower, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by
Agent or the Administrative Borrower as will enable Agent and the Administrative Borrower to determine whether or not such Lender
is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Agreement,
the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.9.2
below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject
such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such
Lender.


 






    156


     


    

 


5.9.2      US
Borrowers. If a Lender has a Loan or Revolver Commitment with respect to a US Borrower that is a US Person, such
Lender, if it is a US Person, shall deliver to Agent and the Administrative Borrower (on or prior to the date on which such Lender
becomes a Lender under this Agreement, and from time to time thereafter upon the reasonable request of Agent or Administrative
Borrower) executed copies of IRS Form W-9 or such other documentation or information prescribed by Applicable Law or reasonably
requested by Agent or Administrative Borrower to determine whether such Lender is subject to information reporting requirements
and to establish that such Lender is not subject to backup withholding. If any Foreign Lender with a Loan or Revolver Commitment
with respect to a US Borrower is entitled to any exemption from or reduction of US withholding tax for payments with respect to
the US Obligations, it shall, to the extent it is legally permitted to do so, deliver to Agent and Administrative Borrower, on
or prior to the date on which it becomes a Lender or US Fronting Bank hereunder (and from time to time thereafter upon request
by Agent or Administrative Borrower, but only if such Foreign Lender is legally entitled to do so) two executed copies of, (a) IRS
Form W-8BEN or W-8BEN-E claiming eligibility for benefits of an income tax treaty to which the United States is a party;
(b) IRS Form W-8ECI; (c) IRS Form W-8IMY and all required supporting documentation (including, a certificate
in the form of Exhibit I-2 (a “Non-Bank Certificate”) applicable to a partnership, if applicable);
(d) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 871(h) or
section 881(c) of the Code, IRS Form W-8BEN or W-8BEN-E and a Non-Bank Certificate in the form of Exhibit I-1
or Exhibit I-2, as applicable; and/or (e) any other form prescribed by Applicable Law as a basis for claiming
exemption from or a reduction in US withholding tax, together with such supplementary documentation as may be necessary to allow
Agent and US Borrowers to determine the withholding or deduction required to be made.


 


5.9.3      Lender
Obligations. In respect of any advance under a Loan Document to a Borrower incorporated in the UK:


 


(a)           Subject
to subclause (b) below, a UK Treaty Lender and each Loan Party which makes a payment to which that UK Treaty Lender
is entitled shall co-operate in completing any procedural formalities necessary for that Loan Party to obtain authorization to
make that payment without a UK Tax Deduction.


 


(b)


 


(i)            A
UK Treaty Lender which is an Original UK Treaty Lender and that holds a passport under the HMRC DT Treaty Passport scheme and which
wishes that scheme to apply to this Agreement shall confirm its scheme reference number and its jurisdiction of tax residence opposite
its name in Schedule 2.1.1; and


 


(ii)           Each
Additional UK Treaty Lender that becomes a Lender after the Closing Date and that holds a passport under the HMRC DT Treaty Passport
scheme, and which wishes that scheme apply to such Lender’s participation in this Agreement shall confirm its scheme reference
number and its jurisdiction of tax residence in the Assignment and Acceptance which it executed on becoming a Party as a Lender,
to which it is a party;


 






    157


     


    

 


and having done so, that Lender
shall be under no further obligation pursuant to subclause (a) above.


 


(c)           If
a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with subclause (b) above
and:


 


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


 


(ii)           a
UK Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but (1) that Borrower
DTTP Filing has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given the Borrower
authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing; or (3) HMRC
gave but subsequently withdrew authority for that UK Borrower to make payments to that Lender without a Tax Deduction or such authority
has otherwise terminated or expired or is due to otherwise terminate or expire within the next three months, and in each case of
clause (c)(i) above and this clause (c)(ii), the UK Borrower has notified that Lender in writing requesting
such cooperation, the applicable Lender shall co-operate with the applicable UK Borrower in completing any additional procedural
formalities necessary for that UK Borrower to obtain authorization to make that payment without a Tax Deduction.


 


(d)           If
a UK Treaty Lender has not made the HMRC DT Treaty Passport scheme elections and confirmations in accordance with subclause
(b) above, no Loan Party shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport
scheme in respect of a commitment by such Lender or its participation in any advance unless the Lender otherwise agrees.


 


(e)           Each
UK Borrower shall, promptly on making any Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to Agent for delivery
to the relevant Lender.


 


(f)            A
UK Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a Tax Confirmation to Agent by
entering into this Agreement. A UK Non-Bank Lender shall promptly notify Agent and the Administrative Borrower if there is any
change in the position from that set out in the Tax Confirmation.


 


(g)           If
Agent receives a Tax Confirmation from a UK Non-Bank Lender it shall promptly provide a copy of such Tax Confirmation to the Administrative
Borrower.


 


(h)           A
Lender shall notify Agent on becoming aware that a Loan Party must make a UK Tax Deduction (or that there is any change in the
rate or the basis of a UK Tax Deduction). If Agent receives such notification from a Lender, it shall promptly notify the Administrative
Borrower.


 






    158


     


    

 


5.9.4        Lender
Status Confirmation. Each New Lender which makes an advance to a Borrower incorporated in the UK shall
indicate, in the relevant Assignment and Acceptance which it executes on becoming a party, and for the benefit of Agent and
without liability to any Loan Party, which of the following categories it falls within:


 


(a)           not
a UK Qualifying Lender;


 


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


 


(c)           a
UK Treaty Lender.


 


If such a New Lender fails to indicate
its status in accordance with this Section 5.9.4, then such New Lender shall be treated for the purposes of this Agreement
(including by each Loan Party) as if it is not a UK Qualifying Lender until such time as it notifies Agent which category of UK
Qualifying Lender applies (and Agent, upon receipt of such notification, shall promptly inform the Administrative Borrower). For
the avoidance of doubt, an Assignment and Acceptance shall not be invalidated by any failure of a New Lender to comply with this
Section 5.9.4.


 


5.9.5      Lender
Obligations. Other than with respect to any advance under any Loan Document to a Borrower incorporated in the UK
(to which Section 5.9.3 shall apply), each Lender shall promptly notify the Administrative Borrower and Agent of any
change in circumstances that would change any claimed Tax exemption or reduction or information reporting obligation. Each Lender,
severally and not jointly with any other Lender, shall indemnify, hold harmless and reimburse (within ten days after demand therefor)
Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable and documented attorneys’
fees limited to the fees, disbursements and other charges or one primary counsel and one local counsel in each relevant jurisdiction)
incurred by or asserted against Agent by any Governmental Authority due to such Lender’s failure to deliver, or inaccuracy
or deficiency in, any documentation required to be delivered by it pursuant to Section 5.8 or this Section 5.9.
Each Lender authorizes Agent to set off any amounts due to Agent under this Section against any amounts payable to such Lender
under any Loan Document. Each Lender agrees that if any form or certificate it previously delivered expires or becomes obsolete
or inaccurate in any material respect, it shall update the form or certification or promptly notify the applicable Borrower or
Agent in writing of its legal inability to do so. If a payment made to Agent or a Lender under any Loan Document would be subject
to United States withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements
of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Agent or such Lender
shall deliver to the Borrowers and Agent at the time or times prescribed by Applicable Law and at such time or times reasonably
requested by the Borrowers or Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of
the Code) and such additional documentation reasonably requested by the Borrowers or Agent as may be necessary for the Borrowers
and Agent to comply with their obligations under FATCA and to determine that such Lender has complied with its obligations under
FATCA, or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.9.3,
 “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 






    159


     


    

 


5.9.6      Indemnification
by Lenders. Each Lender shall severally indemnify Agent, within 10 days after demand therefor, for
(i) any Indemnified Taxes attributable to such Lender (but only to the extent that a Borrower has not already
indemnified Agent for such Indemnified Taxes and without limiting the obligation of a Borrower to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 12.2.1 relating to the
maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are
payable or paid by Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to any Lender by Agent shall be conclusive absent
manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender
under any Loan Document or otherwise payable by Agent to the Lender from any other source against any amount due to Agent
under this Section 5.9.6.


 


5.10       Guarantees.


 


5.10.1    Joint
and Several Liability of Loan Parties. Each Guarantor agrees that it is jointly and severally liable for, and absolutely
and unconditionally guarantees to Agent and the other Secured Parties (as primary obligor, and not merely as a surety) the prompt
payment and performance of, all Secured Obligations and all agreements of each other Loan Party under the Credit Documents provided,
that a Guarantor shall not have any liability with respect to, or guarantee, any Excluded Swap Obligations of such Guarantor;
and provided, further that notwithstanding anything contained herein or in any other Loan Document to the contrary,
no UK Loan Party or Canadian Loan Party shall guarantee or be liable for the Secured Obligations of any US Loan Party. Each Guarantor
agrees that its guarantee obligations as a Guarantor of the Secured Obligations hereunder constitute a continuing guarantee of
payment and not of collection, that such guarantee obligations shall not be discharged until Full Payment of the Secured Obligations,
and that such guarantee obligations are absolute and unconditional, irrespective of (a) the genuineness, validity, regularity,
enforceability, subordination or any future modification of, or change in, any Secured Obligations or Credit Document, or any
other document, instrument or agreement to which any Loan Party is or may become a party or be bound; (b) the absence of
any action to enforce this Agreement (including this Section 5.10) or any other Credit Document, or any waiver, consent
or indulgence of any kind by Agent or any other Secured Party with respect thereto; (c) the existence, value or condition
of, or failure to perfect a Lien or to preserve rights against, any security or guarantee for the Secured Obligations or any action,
or the absence of any action, by Agent or any other Secured Party in respect thereof (including the release of any security or
guarantee); (d) the insolvency of any Loan Party; (e) any election by Agent or any other Secured Party in an Insolvency
Proceeding for the application of Section 1111(b)(2) of the US Bankruptcy Code or any other Applicable Law of any other
jurisdiction of similar effect; (f) any borrowing or grant of a Lien by any other Loan Party as debtor-in-possession under
Section 364 of the US Bankruptcy Code or any other Applicable Law of any other jurisdiction of similar effect or otherwise;
(g) the disallowance of any claims of Agent or any other Secured Party against any Loan Party for the repayment of any Secured
Obligations under Section 502 of the US Bankruptcy Code or any other Applicable Law of any other jurisdiction of similar
effect or otherwise; or (h) any other action or circumstances that might otherwise constitute a legal or equitable discharge
or defense of a surety or guarantor, except Full Payment of all Secured Obligations. For the avoidance of doubt, the guarantees
contained in this Agreement are subject to the reinstatement provisions contained in Section 13.21 of this Agreement.


 






    160


     


    

 


5.10.2       Waivers
by Loan Parties.


 


(a)           Each
Loan Party hereby expressly waives all rights that it may have now or in the future under any statute, at common law, in equity
or otherwise, to compel Agent or the other Secured Parties to marshal assets or to proceed against any Loan Party, other Person
or security for the payment or performance of any Secured Obligations before, or as a condition to, proceeding against such Loan
Party. To the extent permitted by Applicable Law, each Loan Party waives diligence, presentment, protest, demand, notice of dishonor,
notice of default, notice of non-payment and all other defenses available to a surety, guarantor or accommodation co-obligor other
than Full Payment of all Secured Obligations. It is agreed among each Loan Party, Agent and the other Secured Parties that the
provisions of this Section 5.10 are of the essence of the transaction contemplated by the Credit Documents and that,
but for such provisions, Agent, Fronting Banks and Lenders would decline to make Loans and issue Letters of Credit. Each Loan Party
acknowledges that its guarantee pursuant to this Section is necessary to the conduct and promotion of its business, and can
be expected to benefit such business.


 


(b)           Agent
and the other Secured Parties may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization
upon the Collateral by judicial foreclosure or non-judicial sale or enforcement, to the extent permitted under Applicable Law,
without affecting any rights and remedies under this Section 5.10. If, in taking any action in connection with the
exercise of any rights or remedies, Agent or any other Secured Party shall forfeit any other rights or remedies, including the
right to enter a deficiency judgment against any Loan Party or other Person, whether because of any Applicable Laws pertaining
to “election of remedies” or otherwise, each Loan Party consents to such action and, to the extent permitted under
Applicable Law, waives any claim based upon it, even if the action may result in loss of any rights of subrogation that any Loan
Party might otherwise have had. To the extent permitted under Applicable Law, any election of remedies that results in denial or
impairment of the right of Agent or any other Secured Party to seek a deficiency judgment against any Loan Party shall not impair
any other Loan Party’s obligation to pay the full amount of the Secured Obligations. To the extent permitted under Applicable
Law, each Loan Party waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with
respect to any security for the Secured Obligations, even though that election of remedies destroys such Loan Party’s rights
of subrogation against any other Person. To the extent permitted under Applicable Law, Agent may bid all or a portion of the Secured
Obligations at any foreclosure or trustee’s sale or at any private sale, and the amount of such bid need not be paid by Agent
but shall be credited against the Secured Obligations in accordance with the terms of this Agreement. To the extent permitted under
Applicable Law, the amount of the successful bid at any such sale, whether Agent or any other Person is the successful bidder,
shall be conclusively deemed to be the fair market value of the Collateral, and the difference between such bid amount and the
remaining balance of the Secured Obligations shall be conclusively deemed to be the amount of the Secured Obligations guaranteed
under this Section 5.10, notwithstanding that any present or future law or court decision may have the effect of reducing
the amount of any deficiency claim to which Agent or any other Secured Party might otherwise be entitled but for such bidding at
any such sale.


 






    161


     


    

 


5.10.3        Extent
of Liability of Loan Parties; Contribution.


 


(a)           Notwithstanding
anything herein to the contrary but provided that in no circumstance shall any Non-US Loan Party guarantee or be liable for the
Secured Obligations of any US Loan Party, each Loan Party’s liability under this Section 5.10 shall be limited
to the greater of (i) all amounts for which such Loan Party is primarily liable hereunder, as described below, and (ii) such
Loan Party’s Allocable Amount.


 


(b)           If
any Loan Party makes a payment under this Section 5.10 of any Secured Obligations (other than amounts for which such
Loan Party is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments
previously or concurrently made by any other Loan Party, exceeds the amount that such Loan Party would otherwise have paid if each
Loan Party had paid the aggregate Secured Obligations satisfied by such Guarantor Payments in the same proportion that such Loan
Party’s Allocable Amount bore to the total Allocable Amounts of all Loan Parties, then, subject to Section 5.10.4,
such Loan Party shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other
Loan Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to
such Guarantor Payment. The “Allocable Amount” for any Loan Party shall be the maximum amount that could then
be recovered from such Loan Party under this Section 5.10 without rendering such payment voidable under Section 548
of the US Bankruptcy Code or under any applicable state fraudulent transfer or conveyance act, or similar statute or common law
or any other Applicable Law of any other jurisdiction of similar effect.


 


(c)           Nothing
contained in this Section 5.10 shall limit the liability of any Loan Party to pay Loans made to that Loan Party, LC
Obligations relating to Letters of Credit issued to support such Loan Party’s business, and all accrued interest, fees, expenses
and other related Secured Obligations with respect thereto, for which such Loan Party shall be primarily liable for all purposes
hereunder.


 


5.10.4        Subordination.
Each Loan Party hereby subordinates any claims, including any rights at law or in equity to payment, subrogation, reimbursement,
exoneration, contribution, indemnification or set off, that it may have at any time against any other Loan Party, howsoever arising,
to the Full Payment of all Secured Obligations.


 


5.11       Currency
Matters. Dollars are the currency of account and payment for each and every sum at any time due from Borrowers
hereunder unless otherwise specifically provided in this Agreement, any other Loan Document or otherwise agreed to by Agent; provided,
that:


 


(a)           each
repayment of a Revolver Loan, LC Obligation or a part thereof shall be made in the currency in which such Revolver Loan or LC Obligation
is denominated at the time of that repayment;


 


(b)           each
payment of interest shall be made in the currency in which the principal or other sum in respect of which such interest is denominated;


 


(c)           each
payment of fees pursuant to Section 3.2.1 shall be in the currency therein provided, and if not so provided, in Dollars;


 






    162


     


    

 


(d)           each
payment of fees pursuant to Sections 3.2.2 through 3.2.4 shall be in the currency of the underlying Letter of Credit;
and


 


(e)           each
payment in respect of Extraordinary Expenses and any other costs, expenses and indemnities shall be made in the currency in which
the same were incurred by the party to whom payment is to be made.


 


No payment to any Credit Party (whether
under any judgment or court order or otherwise) shall discharge the obligation or liability of the Loan Party in respect of which
it was made unless and until such Credit Party shall have received Full Payment in the currency in which such obligation or liability
is payable pursuant to the above provisions of this Section 5.11. Agent has the right, at the expense of the applicable
Loan Party, to convert any payment made in an incorrect currency into the applicable currency required under this Agreement. To
the extent that the amount of any such payment shall, on actual conversion into such currency, fall short of such obligation or
liability actual or contingent expressed in that currency, such Loan Party (together with the other Loan Parties within its Loan
Party Group or other obligors pursuant to any Guarantee of the Obligations of such Loan Party Group) agrees to indemnify and hold
harmless such Credit Party, with respect to the amount of the shortfall with respect to amounts payable by such Loan Party hereunder,
with such indemnity surviving the termination of this Agreement and any legal proceeding, judgment or court order pursuant to which
the original payment was made which resulted in the shortfall. To the extent that the amount of any such payment to a Credit Party
shall, upon an actual conversion into such currency, exceed such obligation or liability, actual or contingent, expressed in that
currency, such Credit Party shall return such excess to the affected Borrowers.


 


5.12         Release
of Guarantors. Agent and Lenders agree that any Guarantor shall be automatically released from its guarantee hereunder
prior to Full Payment of the Secured Obligations to the extent the Equity Interests or all or substantially all of the property
(so that such Guarantor would no longer be a Material Subsidiary) of such Guarantor are being sold, transferred or otherwise disposed
of to a Person that is not a Loan Party (including through an Investment, a merger, consolidation, amalgamation, liquidation,
dissolution or designation as an Unrestricted Subsidiary) or such Guarantor otherwise becomes an Excluded Subsidiary (other than
pursuant to clause (b) of the definition thereof, unless such Guarantor is no longer a Subsidiary as a result of the
applicable transaction), in each case, in any transaction not prohibited by Sections 9.2.3, 9.2.4, and 9.2.5,
in each case, in accordance with Section 11.2.1.


 


5.13       Keepwell.
Subject to Section 2.5, Each Qualified ECP Guarantor hereby, jointly and severally, absolutely, unconditionally and
irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor
all of its obligations under the Guarantee under Section 5.10 of this Agreement in respect of Swap Obligations (provided,
however, that each Qualified ECP Guarantor shall only be liable under this Section 5.13 for the maximum amount
of such liability that can be hereby incurred without rendering its obligations under this Section 5.13, or otherwise
under the Guarantee under Section 5.10 of this Agreement, as it relates to such Loan Party, voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified
ECP Guarantor under this Section 5.13 shall remain in full force and effect until a Full Payment of the Secured Obligations.
Each Qualified ECP Guarantor intends that this Section 5.13 constitute, and this Section 5.13 shall be
deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes
of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 






    163


     


    

 


SECTION 6.          CONDITIONS
PRECEDENT


 


6.1         Conditions
Precedent to the Closing Date. The obligation of each Lender and Fronting Bank to make its extension of credit to be
made hereunder on the Closing Date is subject to the satisfaction (or waiver by the Joint Lead Arrangers) of the following conditions
precedent:


 


(a)           Loan
Documents. Agent shall have received counterparts of this Agreement that, when taken together, bear signatures of each Loan
Party, each Lender, each Fronting Bank and Agent. Subject to the Certain Funds Provision, Agent shall have received counterparts
of the Intercreditor Agreement, the US Security Agreements, the Canadian Security Agreements, the UK Security Agreements,
and each other Loan Document listed on Schedule 6.1(a) by each of the parties thereto.


 


(b)           Fees
and Expenses. The Joint Lead Arrangers, Lenders and Agent shall have received all fees required to be paid on the Closing Date
pursuant to the Fee Letter in connection with the Facilities and reasonable out-of-pocket expenses required to be paid on the Closing
Date pursuant to the Commitment Letter, to the extent invoiced at least three Business Days prior to the Closing Date (except as
otherwise agreed to by the Administrative Borrower) (which amounts may, at the Administrative Borrower’s option, be offset
against the proceeds of the Facilities).


 


(c)           Representations
and Warranties. The (i) Specified Representations and (ii) Specified Acquisition Agreement Representations shall,
in each case, be true and correct in all material respects as of the Closing Date (or, if any such representations or warranties
are qualified by materiality, material adverse effect or similar language, shall be true and correct in all respects, but as so
qualified), provided, that to the extent any Specified Representations and/or Specified Acquisition Agreement Representation
is qualified by Material Adverse Effect, the definition of “Company Material Adverse Effect” (as defined in the Acquisition
Agreement) shall apply for the purposes of making any Specified Representations and/or Specified Acquisition Agreement Representations
on or as of the Closing Date.


 


(d)           Notices.
With respect to the making of Loans, a completed Notice of Borrowing shall have been delivered to Agent on a timely basis. With
respect to the issuance of any Letters of Credit on the Closing Date (other than Existing Canadian Letters of Credit, Existing
UK Letters of Credit and Existing US Letters of Credit), the conditions set forth in clauses (b) through (i) of
the applicable definition of Canadian LC Conditions, UK LC Conditions and/or US LC Conditions, as applicable, shall be satisfied,
together with the conditions set forth in Section 2.2.1, Section 2.3.1 or Section 2.4.1, as
applicable.


 


(e)           No
Company Material Adverse Effect. Since the date of the Acquisition Agreement, there shall not have occurred any event, change,
effect, development or occurrence that has had or would reasonably be expected to have individually or in the aggregate, a Company
Material Adverse Effect (as defined in the Acquisition Agreement as in effect on March 1, 2020).


 






    164


     


    

 


(f)            Pro
Forma Financial Statements; Closing Date Financial Statements. Agent shall have received the Pro Forma Financial Statements
and the Closing Date Financial Statements.


 


(g)           Transactions.


 


(i)            The
Acquisition shall be consummated substantially concurrently with the extensions of credit to be made hereunder on the Closing Date
in all material respects in accordance with the terms of the Acquisition Agreement, after giving effect to any modifications, amendments
or waivers, other than any such modifications, amendments or waivers that either (a) are not materially adverse to the interests
of the Joint Lead Arrangers (it being understood that (i) a reduction in the purchase price under the Acquisition Agreement
will be deemed not to be materially adverse to the Joint Lead Arrangers and (ii) any change to the definition of “Company
Material Adverse Effect” or the “Xerox” provisions contained in the Acquisition Agreement as in effect on March 1,
2020 will be deemed to be materially adverse to the Joint Lead Arrangers) or (b) to which the Joint Lead Arrangers have consented
(such consent not to be unreasonably conditioned, withheld, or delayed) thereto, provided, that the Joint Lead Arrangers
shall be deemed to have consented to any such modification, amendment or waiver unless they objected in writing thereto within
three Business Days of receipt of written notice of such modification, amendment or waiver (or such later time as the Administrative
Borrower may agree in its sole discretion).


 


(ii)           The
Debt Repayment shall be consummated substantially concurrently with the extensions of credit to be made hereunder on the Closing
Date.


 


(h)           Personal
Property Collateral. Each Loan Party shall have delivered to Agent the following:


 


(i)            each
UCC financing statement in proper form for filing, registration or recordation;


 


(ii)           each
deed of hypothec constituting a Canadian Security Document in proper form for filing, registration or recordation;


 


(iii)          with
respect to each Canadian Loan Party, either (A) evidence of registration of financing statements against such Canadian Loan
Party in the applicable office under the PPSA or (B) a PPSA financing statement in proper form for filing, registration or
recordation with respect to such Canadian Loan Party; and


 






    165


     


    

 


(iv)          Agent
shall have received (1) the certificates representing the shares of certificated Equity Interests pledged, charged or mortgaged
pursuant to the Security Documents (to the extent possession of such certificates perfects a security interest therein and such
Equity Interests are certificated), together with an undated stock power or other instrument of transfer for each such certificate
executed in blank by a duly authorized officer of the pledgor, chargor or mortgagor thereof and (2) each promissory note pledged
pursuant to the Security Documents and required to be delivered thereunder duly executed (without recourse) in blank (or accompanied
by an undated instrument of transfer executed in blank and reasonably satisfactory to Agent) by the pledgor thereof; provided,
that for the purposes of satisfaction of this Section 6.1(h), Agent will accept the delivery by any Loan Party of any
documents in PDF form, and the applicable Loan Party will deliver the originals of the PDF documents to Agent as soon as possible
thereafter (and, in any event, within 90 days after the Closing Date (or such longer period as may be mutually agreed by the Administrative
Borrower and Agent)); provided, further, that to the extent any security interest in any Collateral is not or cannot
be provided and/or perfected on the Closing Date (other than (1) the pledge and perfection of the security interest in the
certificated equity interests of the Administrative Borrower and (2) other assets pursuant to which a Lien may be perfected
solely by the filing of a financing statement under the UCC or PPSA or other Applicable Law) after the Loan Parties’ use
of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security
interest in such Collateral shall not constitute a condition to any Lender or Fronting Bank making its extension of credit hereunder
on the Closing Date, but instead shall be required to be delivered or perfected within 90 days after the Closing Date (or such
longer period as may be mutually agreed by the Administrative Borrower and Agent); provided, that any certificated equity
interests issued by the Administrative Borrower required to be delivered pursuant this Agreement that are not delivered on the
Closing Date shall be required to be delivered within five Business Days after the Closing Date (or such longer period as may be
mutually agreed by the Administrative Borrower and Agent), in each case as set forth in greater detail on Schedule 9.1.15
(this proviso, the “Certain Funds Provision”).


 


(i)            Borrowing
Base. Agent shall have received Existing Borrowing Base Certificates dated the Closing Date (with the Borrowing Base thereunder
being the aggregate sum of the borrowing bases under the Existing WS Credit Agreement and Existing Mobile Mini Credit Agreement,
in each case, as of May 31, 2020) and signed by the chief financial officer or other officer with equivalent duties of the
Administrative Borrower based on the Existing Appraisals and Field Exams, provided, that, the Borrowing Base for purposes
of Borrowings and Letter of Credit issuances on the Closing Date shall be the Closing Date Borrowing Base and the Existing Borrowing
Base Certificates delivered pursuant to this clause (i) shall, notwithstanding any other provision of this Agreement,
give effect to such Closing Date Borrowing Base.


 


(j)            Solvency
Certificate. Agent shall have received a solvency certificate, substantially in the form attached hereto as Exhibit G
dated the Closing Date and signed by the chief financial officer or other Senior Officer with equivalent duties of the Administrative
Borrower, certifying that, after giving effect to the Transactions, the Borrowers and their Subsidiaries, on a consolidated basis,
are Solvent.


 






    166


     


    

 


(k)           Officer’s
Certificates. Agent shall have received with respect to Holdings, the Borrowers and each other Loan Party a certificate of
the secretary or assistant secretary (or similar Senior Officer or “Authorized Officer”) of each Loan Party dated the
Closing Date and certifying (A) that attached thereto is a true and complete copy of the Organizational Documents (including
each amendment thereto) of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete
copy of resolutions duly adopted by the board of directors, shareholders and/or any similar governing body of such Loan Party (and,
if applicable, any parent company of such Loan Party) (in the case of each UK Loan Party, including (x) a resolution of the
board of directors of such UK Loan Party and (y) a resolution signed by all of the holders of the issued shares (or partnership
interests, as applicable) in such UK Loan Party) approving and authorizing the execution, delivery and performance of this Agreement
and the other Loan Documents to which it is a party and the consummation of the Transactions, and that such resolutions have not
been modified, rescinded or amended and are in full force and effect, (C) that attached thereto is a copy of a certificate
of good standing (or other similar instrument) (to the extent a certificate of good standing or other similar instrument may be
obtained in the relevant jurisdiction) of such Loan Party from the Secretary of State or other applicable Governmental Authority
of the jurisdiction in which each such Loan Party is organized, incorporated or established (dated as of a date reasonably near
the Closing Date) and, with respect to the Canadian Borrowers, the jurisdiction in which their chief executive office is located
if (x) such jurisdiction is different than its jurisdiction of organization and (y) the relevant Canadian Borrower is
registered in such jurisdiction, (D) that attached thereto is an incumbency and specimen signature of each Person (including
with respect to the secretary or assistant secretary (or similar Senior Officer or “Authorized Officer”) providing
such certificate) authorized to execute any Loan Document or any other document delivered in connection herewith on behalf of such
Loan Party, and (E) in the case of each UK Loan Party, confirming that borrowing, guaranteeing and/or securing, as appropriate,
of the Commitments would not cause any borrowing, guarantee, security or similar limit binding on such UK Loan Party to be exceeded.


 


(l)            Legal
Opinions. Agent shall have received the following executed legal opinions:


 


(i)            (x) the
legal opinion of Allen & Overy LLP (New York), special counsel to the Loan Parties, (y) the legal opinion of Blake,
Cassels & Graydon LLP, special counsel to the Canadian Loan Parties and (z) the legal opinion of Latham and Watkins
LLP (London) special UK counsel to Agent; and


 


(ii)           the
legal opinion of local counsel in each jurisdiction in which a Loan Party is organized, to the extent such Loan Party is not covered
by the opinion referenced in Section 6.1(l)(i), as may be reasonably required by Agent.


 


(m)          Know
Your Customer. Agent shall have received at least three (3) Business Days before the Closing Date all documentation and
other information about the Borrowers and the Guarantors that shall have been reasonably requested by Agent or the Joint Lead Arrangers
in writing at least ten (10) Business Days prior to the Closing Date and that Agent and Joint Lead Arrangers reasonably determine
is required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and
regulations, including without limitation the PATRIOT Act, the Beneficial Ownership Regulation and the Canadian AML Legislation.


 






    167


     


    

 


(n)           Closing
Certificate. Agent shall have received a certificate
of a Senior Officer of the Administrative Borrower dated the Closing Date confirming satisfaction of the conditions set forth in
Sections 6.1(c)(i) and (g).


 


(o)            2025
Senior Secured Notes. WS International shall have received the net cash proceeds from the issuance of the 2025 Senior Secured
Notes, which will be released from escrow concurrently with the consummation of the Transactions.


 


(p)            Availability.
In the case of the funding of Revolver Loans or the issuance, extension or renewal of any Letter of Credit, (i) Availability
for the relevant Facility of not less than the amount of the proposed Borrowing or Letter of Credit shall exist and (ii) both
immediately before and immediately after giving effect thereto, no Overadvance shall exist or would result therefrom and the Total
Revolver Exposure would not exceed the Maximum Revolver Facility Amount.


 


6.2         Conditions
Precedent to All Credit Extensions after the Closing Date. Agent, Fronting Banks and Lenders shall not be required
to fund any Loans or arrange for issuance, extension or renewal of any Letters of Credit after the Closing Date, unless the following
conditions are satisfied:


 


(a)            No
Default or Event of Default shall exist at the time of, and after giving effect to the making of, such funding or issuance, provided,
that the requirements of this clause (a) may be limited by the proviso in Section 2.1.9(c)(i) as it
pertains to Revolver Commitment Increases;


 


(b)            The
representations and warranties of each Loan Party in the Loan Documents shall be true and correct in all material respects as of
the date of such extension of credit (it being understood and agreed that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and
any representation or warranty qualified by materiality, material adverse effect or similar language shall be true and correct
in all respects), provided, that the requirements of this clause (b) may be limited by the proviso in Section 2.1.9(c)(v) as
it pertains to Revolver Commitment Increases;


 


(c)            In
the case of the funding of Revolver Loans or the issuance, extension or renewal of any Letters of Credit, (i) Availability
for the relevant Facility of not less than the amount of the proposed Borrowing or Letter of Credit shall exist and (ii) both
immediately before and immediately after giving effect thereto, no Overadvance shall exist or would result therefrom and the Total
Revolver Exposure would not exceed the Maximum Revolver Facility Amount;


 


(d)            With
respect to the making of Loans, a completed Notice of Borrowing shall have been delivered to Agent on a timely basis; and


 


(e)            With
respect to the issuance of a Letter of Credit, the conditions set forth in clauses (b) through (i) of the
applicable definition of LC Conditions shall be satisfied, together with the conditions set forth in Section 2.2.1,
Section 2.3.1 or Section 2.4.1, as applicable.


 






    168


     


    

 


Each request (or any
deemed request, except a deemed request in connection with a Protective Advance or pursuant to Sections 2.2.2(a), 2.3.2(a) or
2.4.2(a)) by the Administrative Borrower or any Borrower for funding of a Loan or issuance of a Letter of Credit shall constitute
a representation by all Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such
funding, issuance or grant.


 


SECTION 7.           COLLATERAL
ADMINISTRATION


 


7.1         Administration
of Accounts.


 


7.1.1       Records
and Schedules of Accounts. Each Loan Party shall keep materially accurate and complete records of its Accounts,
including all payments and collections thereon, and shall submit to Agent sales, collection, reconciliation and other reports
in form reasonably satisfactory to Agent in accordance with Section 9.1.1(f).


 


7.1.2       Taxes.
During the continuance of an Event of Default, if an Account of any Loan Party includes a charge for any Taxes, Agent is authorized,
in its discretion, if the applicable Loan Party has not paid such Taxes when due, to pay the amount thereof to the proper Governmental
Authority for the account of such Loan Party and to charge the Loan Parties therefor; provided, however, that neither
Agent nor any other Secured Party shall be liable for any Taxes that may be due from the Loan Parties or with respect to any Collateral.


 


7.1.3       Account
Verification. During the continuance of an Event of Default or Cash Dominion Event, Agent shall have the right,
in the name of Agent, any designee of Agent or any Loan Party, upon notice to the relevant Loan Parties, to verify the validity,
amount or any other matter relating to any Accounts of the Loan Parties by mail, telephone or otherwise. The Loan Parties shall
cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process.


 


7.1.4       Proceeds
of Collateral. (a)            Each
Loan Party shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts, Chattel Paper
and all proceeds of other Collateral, in each case, included in any Borrowing Base are made directly to a Dominion Account. If
any such Loan Party receives cash or Payment Items with respect to any such Collateral, it shall hold same in trust for Agent
and within one (1) Business Day (or such later date as Agent shall reasonably agree) deposit the same into a Dominion Account.


 


(b)           The
Loan Parties shall not participate in any cash pooling arrangements.


 


7.2         Administration
of Rental Equipment, Equipment and Inventory.


 


7.2.1       Records
and Reports of Rental Equipment, Equipment and Inventory. Each Loan Party shall keep accurate and complete
records of its Rental Equipment, Equipment and Inventory, including costs and daily withdrawals and additions, and shall submit
to Agent Rental Equipment reconciliation reports (which reports shall set forth the Rental Equipment, Equipment and Inventory
information by location) in form reasonably satisfactory to Agent in accordance with Section 9.1.1(f).


 






    169


     


    

 


7.2.2       Storage
and Maintenance. The Loan Parties shall use, store and maintain all Rental Equipment located at any owned or leased
property with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity in all material
respects with all Applicable Law, including the FLSA, if applicable, and shall make current rent payments (within applicable grace
periods provided for in leases) at all locations of such Loan Party where any Collateral is located.


 


7.3         Administration
of Deposit Accounts.


 


7.3.1       Deposit
Accounts. Schedule 7.3 sets forth all Deposit Accounts maintained by the Loan
Parties as of the Closing Date and identifies Deposit Accounts intended to constitute Dominion Accounts pursuant to Section 7.3.2.
A Loan Party shall be the sole account holder of each of their Deposit Accounts (other than Excluded Deposit Accounts) and shall
not allow any other Person (other than Agent or, in the case of Capital Lease Deposit Accounts, the lessor with respect to the
related Capital Lease) to have control over a Deposit Account (other than Excluded Deposit Accounts) or any Property deposited
therein. The Administrative Borrower shall, concurrent with its delivery of a Borrowing Base Certificate pursuant to Section 9.1.1(e),
notify Agent of any opening or closing of a Deposit Account (other than a Capital Lease Deposit Account or Excluded Deposit Account)
of any Loan Party, and upon Agent’s receipt of such notice, Schedule 7.3 will automatically be deemed amended to reflect
the opening or closing of such Deposit Account(s).


 


7.3.2       Dominion
Accounts. Each Loan Party (other than
any New Loan Party, which shall be subject to the requirements set forth in Section 9.1.12) shall use commercially reasonable
efforts to obtain a Deposit Account Control Agreement establishing Agent’s control over and Lien on each lockbox or Deposit
Account (other than Excluded  Deposit Accounts) (or equivalent in each relevant jurisdiction which, in the UK, shall be either
(a) a fixed charge lien in favor of Agent or (b) a floating charge lien in favor of Agent which shall, upon the occurrence
of a Cash Dominion Event and subsequent creation of a fixed charge lien in favor of Agent over such lockboxes or Deposit Accounts,
become a fixed charge lien) as soon as reasonably practicable following the Closing Date and, in any event, within 120 days after
the later of the Closing Date and the establishment of such account (or such later date as Agent shall reasonably agree). If a
Loan Party is unable to obtain a Deposit Account Control Agreement (or equivalent in each relevant jurisdiction which, in the
UK, shall be either (a) a fixed charge lien in favor of Agent or (b) a floating charge lien in favor of Agent which
shall, upon the occurrence of a Cash Dominion Event and subsequent creation of a fixed charge lien in favor of Agent over such
lockboxes or Deposit Accounts, become a fixed charge lien) with respect of any lockbox or Deposit Account (other than Excluded
Accounts) within such time, such Loan Party shall move such lockbox or Deposit Account to Agent or such other bank which will
provide a Deposit Account Control Agreement (or equivalent in each relevant jurisdiction which, in the UK, shall be either (a) a
fixed charge lien in favor of Agent or (b) a floating charge lien in favor of Agent which shall, upon the occurrence of a
Cash Dominion Event and subsequent creation of a fixed charge lien in favor of Agent over such lockboxes or Deposit Accounts,
become a fixed charge lien). If a Dominion Account is not maintained with Bank of America, Agent may (or shall at the request
of the Required Lenders), during the existence of any Cash Dominion Event, require immediate transfer of all cash receipts in
such account to a Dominion Account maintained with Bank of America. Agent and Lenders assume no responsibility to any Loan Party
for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any
Payment Items accepted by any bank. For the avoidance of doubt, (i) in no event shall any Excluded Deposit Account be a Dominion
Account, (ii) prior to the occurrence of a Cash Dominion Event, Loan Parties shall be permitted to freely operate their lockboxes
and Deposit Accounts in accordance with the terms of the Loan Documents, including, without limitation, with respect to making
deposits and withdrawing funds notwithstanding such lockboxes or Deposit Accounts may be subject to a Deposit Account Control
Agreement or, with respect to any Deposit Account of a UK Loan Party, a floating charge and (iii) notwithstanding anything
to the contrary in this Agreement, on or prior to the Closing Date each UK Loan Party shall enter into a fixed charge Lien in
favor of Agent over the Eligible Qualified Cash Account (as defined in the UK Security Agreements) and a floating charge Lien
in favor of Agent in respect of its other lockboxes or Deposit Accounts (other than Excluded Deposit Accounts), pursuant to the
UK Security Agreements and clause (ii) above shall not apply to the Eligible Qualified Cash Account (as defined in
the UK Security Agreements) secured by a fixed charge Lien thereunder. For the avoidance of doubt, immediately upon and following
the occurrence of a Cash Dominion Event, each UK Loan Party shall, upon request from Agent, enter into a new fixed charge Lien
in favor of Agent in relation to any lockboxes or Deposit Accounts (other than Excluded Deposit Accounts) of any UK Loan Party.


 






    170


     


    

 


7.4         General
Provisions.


 


7.4.1       Location
of Collateral. (a) All tangible items of Specified Assets, other than goods in transit, shall at all times
be kept by the Loan Parties at the Loan Parties’ business locations set forth in Schedule 7.4.1, except that the
Loan Parties may (i) make sales, leases or other dispositions of Specified Assets not prohibited by Sections 9.2.3,
9.2.4, and 9.2.5; (ii) in the case of any US Loan Party, move Specified Assets to another location in the United
States or Canada; (iii) in the case of any UK Loan Party, move Specified Assets to another location in England and Wales;
and (iv) in the case of a Canadian Loan Party, move Specified Assets to another location in Canada or the United State set
forth on Schedule 7.4.1 or, upon five (5) Business Days’ prior written notice to Agent, and so long as all actions
shall have been taken prior to such move to ensure that Agent has a perfected first priority security interest in and Lien on
such Specified Assets, any other location in Canada or the United States. The Administrative Borrower may, in its own discretion,
from time to time revise Schedule 7.4.1 (provided that such revisions shall not include any locations (x) in
the case of the Canadian Loan Parties and the US Loan Parties, outside of Canada and the US and (y) in the case of the UK
Loan Parties, outside of England and Wales) by providing a copy of such revised schedule to Agent and, upon Agent’s receipt
thereof, such revised Schedule shall be deemed to replace any previous version of such Schedule and shall be deemed to be part
of this Agreement.


 


(b)           Each
Loan Party shall maintain insurance with respect to the Collateral as required under Section 9.1.4. From time to time
upon request, Borrowers shall deliver to Agent the originals or certified copies of their insurance policies. Unless not customary
in the relevant insurance market or available on commercially reasonable terms in the insurance market for the applicable jurisdiction
in the good faith determination of the Administrative Borrower, each policy shall within 120 days of the later of the Closing Date
and the establishment of such policy (or such later date as Agent shall reasonably agree) include endorsements (i) showing
Agent as loss payee or additional insured, as appropriate, and (ii) requiring at least ten (10) daysʼ prior written
notice to Agent (or such shorter period as agreed to by Agent) in the event of cancellation of the policy for any reason whatsoever.
If any Loan Party fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the
insurance and charge such Loan Party therefor.


 






    171


     


    

 


7.4.2       Protection
of Collateral. All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any
Collateral of a Loan Party, all Taxes payable with respect to any Collateral of a Loan Party (including any sale thereof), and
all other payments required to be made by Agent to any Person to realize upon any Collateral of a Loan Party, shall be borne and
paid by Loan Parties. Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss
or damage thereto (except for reasonable care in its custody while Collateral is in Agent’s actual possession), for any
diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever,
and the same shall be at Loan Parties’ sole risk.


 


7.4.3       Defense
of Title to Collateral. Each Loan Party shall use commercially reasonable efforts at all times to defend its title
to Collateral owned by it and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Liens permitted
pursuant to Section 9.2.2.


 


7.4.4       Power
of Attorney. Each of the Loan Parties hereby irrevocably constitutes and appoints Agent (and all Persons designated
by Agent) as such Loan Party’s true and lawful attorney (and agent-in-fact), coupled with an interest, for the purposes
provided in this Section 7.4.4. Agent, or Agent’s designee, may, without notice and in either its or a Loan
Party’s name, but at the cost and expense of such Loan Parties and exercisable only once an Event of Default has occurred
and is continuing:


 


(a)           endorse
a Loan Party’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into
Agent’s possession or control; and


 


(b)           (i) notify
any Account Debtors of a Loan Party whose Accounts constitute Collateral of the assignment of their Accounts, demand and enforce
payment of such Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to such
Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts included in the Collateral or other Collateral
of the Loan Parties or any legal proceedings brought to collect Accounts included in the Collateral or other Collateral of the
Loan Parties; (iii) sell or assign any Accounts included in the Collateral and other Collateral of the Loan Parties upon such
terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit
Accounts or Securities Accounts of the Loan Parties included in the Collateral, and take control, in any manner, of proceeds of
Collateral of the Loan Parties; (v) prepare, file and sign a Loan Party’s name to a proof of claim or other document
in a bankruptcy of an Account Debtor whose Accounts constitute Collateral, or to any notice, assignment or satisfaction of Lien
or similar document; (vi) receive, open and dispose of mail addressed to a Loan Party, and notify postal authorities to deliver
any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, bill of lading,
or other document or agreement relating to any Accounts, Rental Equipment or other Collateral of the Loan Parties (other than Accounts,
Rental Equipment or Stand-Alone Customer Capital Leases subject to a Permitted Stand-Alone Capital Lease Transaction) of the Loan
Parties; (viii) use a Loan Party’s stationery and sign its name to verifications of Accounts included in the Collateral
and notices to the related Account Debtors of the Loan Parties; (ix) use information contained in any data processing, electronic
or information systems relating to Collateral of a Loan Party; (x) make and adjust claims under insurance policies of the
Loan Parties required to be maintained under Section 7.4.1(b); (xi) take any action as may be necessary or appropriate
to obtain payment under any letter of credit, banker’s acceptance or other instrument, in each case, relating to the Collateral
for which a Loan Party is a beneficiary; and (xii) take all other actions as Agent reasonably deems appropriate to fulfill
any Loan Party’s obligations under the Loan Documents.


 






    172


     


    

 


7.5           Cash
Collateral. Any Cash Collateral may be invested, at Agent’s discretion, in Permitted Investments, but Agent
shall have no duty to do so, regardless of any agreement or course of dealing with any Loan Party, and shall have no responsibility
for any investment or loss. Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control
of Agent. No Loan Party or other Person claiming through or on behalf of any Loan Party shall have any right to any Cash Collateral,
until Full Payment of all Secured Obligations or as otherwise expressly provided herein or in the relevant documentation governing
such Cash Collateral.


 


SECTION 8.             REPRESENTATIONS
AND WARRANTIES


 


8.1           General
Representations and Warranties. In order to induce the Lenders and Fronting Banks to enter into this Agreement
and (as applicable) to make the Loans and issue or participate in Letters of Credit as provided for herein, each Loan Party (which
term, for purposes of this Section 8.1, shall exclude Holdings other than as used in Sections 8.1.1 and 8.1.2)
makes the following representations and warranties to, and agreements with, Agent, the Lenders and the Fronting Banks, all
of which shall survive the execution and delivery of this Agreement and the making of the Loans and the issuance of the Letters
of Credit:


 


8.1.1       Corporate
Status. Each Loan Party (a) is a duly organized, incorporated or established and validly existing corporation
or other entity in good standing under the laws of the jurisdiction of its organization or incorporation (to the extent such jurisdiction
provides for the designation of entities organized, incorporated or established thereunder as existing in good standing) and has
the corporate or other organizational power and authority to own its property and assets and to transact the business in which
it is engaged and (b) is duly qualified and is authorized to do business and in good standing (if applicable) in all jurisdictions
where it is required to be so qualified, except where the failure to be so qualified would not reasonably be expected to result
in a Material Adverse Effect. No Loan Party is a Relevant Financial Institution.


 


8.1.2       Power
and Authority; Enforceability. Each Loan Party has the corporate or other organizational power and authority to
execute, deliver and carry out the terms and provisions of the Loan Documents to which it is a party and has taken all necessary
corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it
is a party. Each Loan Party has duly executed and delivered each Loan Document to which it is a party and each such Loan Document
constitutes the legal, valid and binding obligation of such Loan Party enforceable in accordance with its terms, in each case
subject to (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, arrangement or similar laws relating
to or affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding
in equity or at law).


 






    173


     


    

 


8.1.3       No
Violation. Neither the execution, delivery or performance by any Loan Party of the Loan Documents to which it is
a party nor compliance with the terms and provisions thereof nor the consummation of the transactions contemplated hereby or thereby
will (a) contravene any material provision of any Applicable Law applicable to such Loan Party, (b) except as set forth
on Schedule 8.1.3, result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or
assets of such Loan Party (other than Liens created under the Loan Documents and Permitted Liens) pursuant to, the terms of any
material indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which
such Loan Party is a party or by which it or any of its property or assets is bound, (c) violate any provision of the Organizational
Documents of such Loan Party or (d) violate any provision of the 2023 Senior Secured Notes or the 2025 Senior Secured Notes.


 


8.1.4       Litigation.
Except as set forth on Schedule 8.1.4, there are no actions, suits or proceedings pending or, to the knowledge of such
Loan Party, threatened with respect to such Borrower or any of its Restricted Subsidiaries that would reasonably be expected to
result in a Material Adverse Effect.


 


8.1.5       Margin
Regulations. The making of any Loan hereunder (or the proceeds thereof) will not be used to purchase or carry any
 “margin stock” (as defined in Regulation U) or to extend credit for the purpose of purchasing or carrying any margin
stock. Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate the provisions of Regulation
T, U or X of the Board of Governors.


 


8.1.6       Governmental
Approvals. Under the laws of the United States, Canada and the UK (including any state, province, district or territory
thereof), the execution, delivery and performance of each Loan Document, and the enforcement by Agent of its rights thereunder,
does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority,
except for (a) such as have been obtained or made and are in full force and effect, (b) registrations, filings and recordings
in respect of the Liens created pursuant to the Loan Documents, (c) registrations, filings and associated actions necessary
to perfect the Liens of Agent granted under any Security Document, (d) registrations and filings that may be necessary in
connection with (i) the sale or transfer of any Equity Interests constituting Collateral under any applicable securities
laws of the United States or any state thereof and (ii) the foreclosure on, or sale or other transfer of, Collateral under
any applicable laws of any foreign jurisdiction and (e) such consents, approvals, registrations, filings or actions the failure
to obtain or make would not reasonably be expected to have a Material Adverse Effect.


 


8.1.7       Investment
Company Act. No Loan Party is an “investment company”, or a company “controlled” by an
 “investment company”, within the meaning of the Investment Company Act of 1940, as amended.


 


8.1.8       True
and Complete Disclosure.


 


(a)           All
written information and written data (other than (i) third party reports (but not the information upon which such memos or
reports are based on to the extent otherwise made available to the Joint Lead Arrangers), (ii) the Projections (as defined
below), (iii) forward looking information and (iv) information of a general economic or industry specific nature), that
has been made available to any Joint Lead Arranger on or before the Closing Date by a Loan Party or any of its representatives
on its behalf in connection with the Transactions, when taken as a whole is, as of the Closing Date, correct in all material respects
and does not when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements
are made (after giving effect to all supplements and updates thereto).


 






    174


     


    

 


(b)           The
financial estimates, forecasts and other projections (collectively, the “Projections”) and other forward looking
information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been
prepared in good faith based upon assumptions that were believed by the applicable Loan Party to be reasonable at the time such
Projections were furnished to the Joint Lead Arrangers; it being understood that the Projections are as to future events and are
not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are
beyond any Loan Party’s control, that no assurance can be given that any such Projections will be realized and that actual
results during the period or periods covered by any such Projections may differ significantly from the projected results and such
differences may be material and (ii) not a guarantee of performance.


 


(c)           As
of the Closing Date, the information included in any Beneficial Ownership Certification (if any) with respect to the Loan Parties
provided to any Lender is true and correct in all respects.


 


8.1.9       Financial
Condition; Financial Statements. The (a) consolidated financial statements of Parent contained in the Closing
Date Financial Statements and (b) the consolidated financial statements delivered pursuant to Section 9.1.1,
in each case present or will, when provided, present fairly in all material respects the consolidated financial position of WS
International and its Subsidiaries at the respective dates of said information, statements and the consolidated results of operations
for the respective periods covered thereby. The financial statements referred to in this Section 8.1.9 have been prepared
in accordance with GAAP consistently applied (except to the extent provided in the notes to said financial statements) (subject,
in the case of quarterly financial statements, to changes resulting from audit and normal year-end audit adjustments), and the
audit reports accompanying such financial statements delivered pursuant to Section 9.1.1(a) are not (except as
otherwise permitted by such Section) subject to any qualification as to the scope of the audit or the status of WS International
as a going concern. There has been no event or circumstance which has resulted in, or could reasonably be expected to result in,
a Material Adverse Effect since December 31, 2019.


 


8.1.10     Tax
Returns. Such Loan Party and each of its Subsidiaries have filed all federal and all material state and provincial
or territorial income tax returns and all other material tax returns, domestic and foreign, required to be filed by any of them
and have paid all income and other material Taxes payable by them that have become due, other than those (i) not yet delinquent,
(ii) contested in good faith as to which adequate reserves have been provided in accordance with GAAP or (iii) with
respect to which a failure to pay those Taxes would not reasonably be expected to result in a Material Adverse Effect. Such Loan
Party and each of its Material Subsidiaries have paid, or have provided adequate reserves in accordance with GAAP for the payment
of, all federal and all material state, provincial, territorial and foreign income taxes applicable for all prior fiscal years
and for the current fiscal year to the Closing Date.


 






    175


     


    

 


8.1.11       Employee
Benefit Plans.


 


(a)           US
Employee Plans; Multiemployer Plans.


 


(i)            Compliance
with ERISA. Each US Employee Plan is in compliance with ERISA, the Code, all Applicable Laws and the terms of such US Employee
Plan; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any US Employee Plan; no Multiemployer
Plan is “insolvent” (as defined under Section 4245 of ERISA) and no notice of any such insolvency has been given
to a US Loan Party or any ERISA Affiliate; no US Employee Plan has failed to satisfy the minimum funding standards (within the
meaning of Sections 412 and 430 of the Code or Section 302 or 303 of ERISA); no US Loan Party or any ERISA Affiliate has incurred
(or is reasonably likely to incur) any liability to or on account of a US Employee Plan pursuant to Section 409, 502(i), 502(l),
515, 4062, 4063, 4064 or 4069 of ERISA or Section 4971 or 4975 of the Code, or on account of a Multiemployer Plan pursuant
to Section 4201 or 4204 of ERISA, or has been notified that it will or may incur any liability under any of the foregoing
Sections with respect to any US Employee Plan or Multiemployer Plan, as applicable; no proceedings have been instituted (or are
reasonably likely to be instituted) to terminate any US Employee Plan or to appoint a trustee to administer any US Employee Plan,
no notice of any such proceedings has been given to such US Loan Party or any ERISA Affiliate; and no lien imposed under the Code
or ERISA on the assets of such US Loan Party or any ERISA Affiliate exists (or is reasonably likely to exist) nor has such US Loan
Party or any ERISA Affiliate been notified that such a lien will be imposed on the assets of such US Loan Party or any ERISA Affiliate
on account of any US Employee Plan or Multiemployer Plan, and there are no pending or, to the knowledge of such US Loan Party,
threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any US Employee Plan (and no such
claim, action or lawsuits or action by any Governmental Authority is reasonably likely to be asserted), except to the extent that
a breach of any of the representations, warranties or agreements in this Section 8.1.11(a)(i) would not result,
individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect.
No US Employee Plan has an Unfunded Current Liability that would, if such plan or plans were to be terminated as of the date hereof,
individually, in the aggregate or when taken together with any other liabilities referenced in this Section 8.1.11(a)(i),
be reasonably likely to have a Material Adverse Effect.


 


(ii)           Each
US Employee Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination
letter from the IRS or is comprised of a master or prototype plan that is the subject of a favorable opinion letter from the IRS
or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of the US
Loan Party or any Subsidiary or any ERISA Affiliate, nothing has occurred that would reasonably be expected to prevent, or cause
the loss of, such qualification, except to the extent that any non-qualification would not be reasonably likely to have a Material
Adverse Effect.


 






    176


     


    

 


(iii)          As
of the Closing Date, the Loan Parties and the Restricted Subsidiaries are not and will not 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 or the Revolver Commitments.


 


(b)          Canadian
Pension Plans.


 


(i)            Except
as would not reasonably be expected to give rise, individually or in the aggregate, to Material Adverse Effect (it being acknowledged
that, for purposes of this Section 8.1.11(b), funding deficiencies, other benefit liabilities and events, conditions
and circumstances that could give rise to liabilities, as such deficiencies, liabilities and circumstances exist as of the Closing
Date, to the extent that they remain applicable at the relevant determination date, and any future obligations arising therefrom
shall be included or considered in the determination of whether as of any date a Material Adverse Effect has occurred, exists or
would reasonably be expected to occur):


 


(ii)           Canadian
Loan Parties are in compliance in all material respects with the requirements of the PBA and any binding FSCO requirements of general
application with respect to each Canadian Pension Plan and in compliance with any FSCO directive or order directed specifically
at a Canadian Pension Plan. No fact or situation that may reasonably be expected to result in a Material Adverse Effect exists
in connection with any Canadian Pension Plan. No Canadian Loan Party or Subsidiary contributes to or participates in a Canadian
Multi-Employer Plan. No Canadian Loan Party or an Affiliate thereof maintains, contributes or has any liability with respect to
a Canadian Pension Plan which provides benefits on a defined benefit basis. No Termination Event has occurred. All contributions
required to be made by any Canadian Loan Party or Subsidiary to any Canadian Pension Plan have been made in a timely fashion in
accordance with the terms of such Canadian Pension Plan and the PBA. No Lien has arisen, choate or inchoate, in respect of any
Canadian Loan Party or their property in connection with any Canadian Pension Plan (save for contribution amounts not yet due).


 


(c)           UK
Plans. No UK Loan Party is or has at any time been an employer in relation to a UK DB Pension Plan or is or has been at any
time in the previous six years “connected” with or an “associate” (as those terms are used in sections
38 and 43 of the Pensions Act 2004 of the United Kingdom) (except to the extent any such connection or association has not, individually
or in the aggregate, and would not, reasonably be expected to have a Material Adverse Effect) of such employer.


 


8.1.12     Subsidiaries.
Schedule 8.1.12 lists each Restricted Subsidiary of each Loan Party (and the direct and indirect ownership interest of
such Loan Party therein), in each case existing on the Closing Date.


 






    177


     


    

 






8.1.13            Intellectual
Property. Such Loan Party and each of the Restricted Subsidiaries own, or otherwise possess the right to use, all
intellectual property that is necessary for the operation of their respective businesses as currently conducted, without any known
conflict with the rights of others which would, or except where the failure to own or otherwise possess the right to use such
intellectual property would not, reasonably be expected to have a Material Adverse Effect.


 


8.1.14            Environmental
Law.


 


(a)            Except
as would not reasonably be expected to have a Material Adverse Effect: (i) each Loan Party and each of the Restricted Subsidiaries
and all Real Estate are, and have been, in compliance with, and possess all permits, licenses and registrations required pursuant
to, all Environmental Laws; (ii) neither such Loan Party, nor any of the Restricted Subsidiaries is subject to any pending,
or to the knowledge of such Loan Party and its Restricted Subsidiaries, threatened Environmental Claim, or has received written
notice of potential liability under any Environmental Laws; (iii) to the knowledge of such Loan Party or any of its Restricted
Subsidiaries, Hazardous Materials have not been generated, used, treated or stored on, or transported to or from, or Released on
or from, any Real Estate currently or formerly owned, leased or operated by such Loan Party or any of its Subsidiaries or, to the
knowledge of such Loan Party or any other Restricted Subsidiaries, any property adjoining or adjacent to any Real Estate, where
such generation, use, treatment, storage, transportation or Release has violated or could be reasonably expected to violate any
applicable Environmental Law, require any investigation, removal, remediation or corrective action by any Loan Party, give rise
to an Environmental Claim against, or other material liability of, any Loan Party pursuant to Environmental Law.


 


8.1.15            Properties.
Each Loan Party and each of the Restricted Subsidiaries has good and marketable title to or leasehold interest in all properties
that are necessary for the operation of their respective businesses as currently conducted, free and clear of all Liens (other
than any Liens permitted by this Agreement), except where the failure to have such good title or such leasehold interest would
not reasonably be expected to have a Material Adverse Effect. Subject to the Certain Funds Provision and, with respect to Certificated
Units, Section 9.1.20(a), all Liens of Agent are duly perfected and first priority Liens (or in the case of Canadian
Loan Parties and UK Loan Parties valid and first priority Liens), in each case, (i) except where (A) any filings are
required to be made in the UK in respect of the Security Documents granted by UK Loan Parties, including but not limited to filings
required under the UK Companies Act 2006, or (B) any notices of assignment or charge are required to be given promptly following
the execution of the UK Security Agreements to record or perfect Liens created under the UK Security Agreements, (ii) subject
only to Liens permitted pursuant to Section 9.2.2 that are allowed to have priority over Agent’s Liens by operation
of law, (iii) except with respect to Non-Certificated Units owned by the Unit Subsidiary other than to the extent perfected
by the filing of a UCC-1 financing statement and (iv) except with respect to New Mexican Units.


 


8.1.16            Solvency.
On the Closing Date, after giving effect to the Transactions, the Borrowers and their Subsidiaries, taken as a whole, are Solvent.


 






    178


     


    

 


8.1.17            Accounts.
Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with
respect thereto. Each Borrower warrants with respect to each of its Accounts at the time it is shown as an Eligible Account in
a Borrowing Base Certificate that, to such Borrower’s knowledge, in all material respects, each Account reflected therein
as eligible for inclusion in the Borrowing Base is an Eligible Account.


 


8.1.18            Sanctions.


 


(a)            No
Loan Party (a) is a Restricted Party, (b) is engaged directly or knowingly indirectly in any dealings or transactions
with any Restricted Party that would be prohibited by applicable Sanctions, or (c) is otherwise the target of any other applicable
Sanctions. Each relevant Loan Party is and has been for the last five years in compliance, with applicable Sanctions. No part of
the proceeds of the Loans or the Letters of Credit will be paid, directly or, knowingly, indirectly, to any Restricted Party or
Sanctioned Country or in any manner that reasonably would result in placing any Party to this Agreement in violation of applicable
Sanctions or becoming a target of Sanctions.


 


(b)            If
making any representation and warranty in clause (a) above would result in the UK Loan Parties breaching the Blocking
Regulation, the UK Loan Parties are deemed not to make the representation and warranty but only to the extent of the breach.


 


8.1.19            AML
Legislation; Anti-Corruption. Each relevant Loan Party is in compliance, in all material respects, with (a) applicable
AML Legislation, (b) the Patriot Act and (c) all applicable Anti-Corruption Laws. No part of the proceeds of the Loans
or the Letters of Credit will be used, directly or, knowingly, 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, or other applicable Anti-Corruption Laws, including the UK Bribery Act and the Corruption of
Foreign Public Officials Act (Canada).


 


8.1.20            Compliance
with Applicable Laws. Each Loan Party and each Restricted Subsidiary thereof is in compliance in all material respects
with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Applicable Law or order, writ, injunction or decree is being contested
in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


8.1.21            Insurance.
The properties of the Loan Parties and each Restricted Subsidiary thereof are insured with insurance companies that each Loan
Party believes (in the good faith judgment of the management of such Loan Party) are financially sound and reputable (after giving
effect to any self-insurance which such Loan Party believes (in the good faith judgment of management of such Loan Party) is reasonable
and prudent in light of the size and nature of its business), in such amounts, with such deductibles and covering such risks as
are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable
Loan Party or the applicable Restricted Subsidiary operates.


 






    179


     


    

 


8.1.22            Labor
Matters. There are no collective bargaining agreements covering the employees of any Loan Party as of the Closing
Date except as set forth on Schedule 8.1.22 and neither any Loan Party nor any of its Restricted Subsidiaries has suffered
any strikes, walkouts, work stoppages resulting from its labor practices within the last five years which has had, or would
reasonably be expected to have, a Material Adverse Effect.


 


8.1.23            No
Default. No Default or Event of Default has occurred and is continuing or would result from the consummation of
the Transactions.


 


8.1.24            Unit
Subsidiary. All Non-Certificated Units located in the United States of America or any State or territory thereof
are owned by the Unit Subsidiary other than those Units that are not owned by a US Loan Party or are the subject of a Stand-Alone
Customer Capital Lease.


 


	SECTION
                            9.	COVENANTS
AND CONTINUING AGREEMENTS



 


9.1            Affirmative
Covenants. Each Loan Party (which term, for purposes of this Section 9.1, shall exclude Holdings, other
than as used in Sections 9.1.2, 9.1.3, 9.1.6, 9.1.18(a)(i) and 9.1.19, as such Sections
pertain to Holdings) hereby covenants and agrees that from the Closing Date and thereafter, until the Revolver Commitments and
the Swingline Commitments have terminated and Full Payment has occurred:


 


9.1.1            Financial
and Other Information. The Loan Parties will furnish to Agent:


 


(a)            as
soon as available and in any event on or before the date that is ninety (90) days after the end of each of WS International’s
fiscal years, (i) the consolidated balance sheet of WS International and its Subsidiaries as at the end of such fiscal year,
and the related consolidated statement of income and consolidated statement of cash flows for such fiscal year, setting forth comparative
consolidated figures for the preceding fiscal year, and certified by independent certified public accountants of recognized national
standing whose opinion shall not be qualified (or contain an explanatory paragraph) as to the scope of audit or as to the status
of WS International or any other Loan Party as a going concern (other than solely with respect to, or resulting solely from an
upcoming maturity date or prospective non-compliance with any financial covenants under any agreement, indenture or other document
governing any Indebtedness), together with a copy of management’s discussion and analysis of the financial condition and
results of operations of WS International and its Subsidiaries for such fiscal year, as compared to the previous fiscal year, and
(ii) at the request of Agent, unaudited consolidating balance sheets as at the end of such fiscal year and the related unaudited
consolidating statements of income and consolidating statements of Capital Expenditures for such fiscal year, in each case, of
WS International and its Subsidiaries to the extent available under, and consistent with, WS International’s internal reporting
framework;


 






    180


     


    

 


(b)            as
soon as available and in any event on or before the date that is sixty (60) days after the end of the quarterly accounting periods
ending on June 30, 2020 and September 30, 2020 and on or before the date that is forty-five (45) days after the end of
each quarterly accounting period thereafter (other than the fourth fiscal quarter of any fiscal year) of WS International, the
consolidated balance sheet of WS International and its Subsidiaries, in each case as at the end of each of such quarterly accounting
periods and the related consolidated statement of operations for such quarterly accounting period and for the elapsed portion of
the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such
quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and
setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated
balance sheet, for the last day of the related period in the prior fiscal year, all of which shall be certified by a Senior Officer
of WS International as presenting fairly in all material respects the consolidated financial position of WS International and its
Subsidiaries at the respective dates of said statements and the consolidated results of operations for the respective periods covered
thereby, subject to changes resulting from audit and normal year-end audit adjustments, together with a copy of management’s
discussion and analysis of the financial condition and results of operations of WS International and its Subsidiaries for such
fiscal quarter, as compared to the previous fiscal quarter; provided that solely with respect to the quarterly accounting
period ending on June 30, 2020, the Loan Parties will also furnish to the Agent unaudited quarterly financial statements with
respect to MMI and its Subsidiaries of a similar nature as described above in this clause (b);


 


(c)            not
more than ninety (90) days after the commencement of each fiscal year of WS International, a budget of WS International and its
Subsidiaries in reasonable detail for such fiscal year on a quarterly basis consistent in scope with the financial statements provided
pursuant to Section 9.1.1(a), setting forth the material assumptions upon which such budgets are based;


 


(d)            at
the time of the delivery of the financial statements provided for in Sections 9.1.1(a) and (b), a Compliance
Certificate of a Senior Officer of the Administrative Borrower to the effect that no Default or Event of Default exists or, if
any Default or Event of Default does exist, specifying the nature and extent thereof, which certificate shall set forth (i) in
the case of financial statements provided pursuant to Section 9.1.1(a) or (b), the Consolidated Fixed Charge
Coverage Ratio (and accompanying calculations, including any pro forma adjustments used in making such calculations and not previously
reflected in prior Compliance Certificates and, in reasonable detail, all relevant financial information in support of such calculations)
as at the end of such fiscal year or fiscal quarter, as the case may be, together with a reconciliation between the calculation
of such ratios and the financial statements so delivered (including the exclusion of Unrestricted Subsidiaries) from the consolidated
financial condition and results of WS International and its Subsidiaries and (ii) a specification of any change in the identity
of the Restricted Subsidiaries and Unrestricted Subsidiaries as at the end of such fiscal year or fiscal quarter, as the case may
be, from the Restricted Subsidiaries and Unrestricted Subsidiaries, respectively, provided to the Lenders on the Closing Date or
the most recent fiscal year or fiscal quarter, as the case may be;


 






    181


     


    

 


(e)            as
soon as available but in any event within twenty-five (25) days of the end of each calendar month, a Borrowing Base Certificate
(which, subject to in Section 2.6, shall be calculated in a consistent manner with the most recently delivered Borrowing
Base Certificate) covering each Borrowing Base, provided, that (i) on and after the Closing Date until the earlier
of (x) January 31, 2021 and (y) the date of receipt by Agent of the New WS Appraisals and Field Exams, the Administrative
Borrower shall deliver an Existing Borrowing Base Certificate in lieu of a Borrowing Base Certificate each time a Borrowing Base
Certificate is required to be delivered during such period), (ii) the Administrative Borrower will be required to furnish
a Borrowing Base Certificate on or before the Wednesday following each calendar week as of the end of such calendar week during
which a Borrowing Base Test Event is continuing, and (iii) the Administrative Borrower may, at its option, furnish a Borrowing
Base Certificate more frequently than otherwise required pursuant to this clause (e) so long as such frequency of reporting
is maintained for at least four weeks;


 


(f)            as
soon as available but in any event, within twenty-five (25) days after the end of each calendar month, in each case, as of the
period then ended:


 


(i)            (1) a
schedule in form reasonably satisfactory to Agent identifying the locations (whether owned or leased) of Rental Equipment, Equipment
and Inventory of each Loan Party and (2) a roll-forward of the Rental Equipment fleet as of the end of such month;


 


(ii)            a
worksheet of calculations prepared by the Administrative Borrower to determine Eligible Accounts, Eligible Container Inventory
Held For Sale, Eligible Machinery and Equipment, Eligible Raw Materials Inventory, Eligible Rental Equipment and Eligible Work-In-Process
Container Inventory, such worksheets detailing the Accounts, Rental Equipment, Equipment and Inventory excluded from Eligible Accounts,
Eligible Container Inventory Held For Sale, Eligible Machinery and Equipment, Eligible Raw Materials Inventory, Eligible Rental
Equipment and Eligible Work-In-Process Container Inventory and the reason for such exclusion; and


 


(iii)            a
summary of Accounts agings for each Loan Party as of the end of the preceding month, specifying each Account’s Account Debtor
name and address (if requested);


 


(g)            promptly
after a Senior Officer of any Loan Party obtains knowledge thereof, notice of (i) the occurrence of any event that constitutes
a Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the
applicable Loan Party proposes to take with respect thereto (which notice, to the extent captioned a “Notice of Default,”
shall be promptly forwarded by Agent to the Lenders) and (ii) any litigation or governmental proceeding pending against any
Loan Party or any Restricted Subsidiary that would reasonably be expected to result in a Material Adverse Effect;


 






    182


     


    

 


(h)            promptly
upon filing thereof, copies of any filings (including on Form 10-K, 10-Q or 8-K) or registration statements with, and reports
to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by Parent, Holdings, WS International or any Restricted
Subsidiary (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes
effective, is delivered to Agent), exhibits to any registration statement and, if applicable, any registration statements on Form S-8)
and copies of all financial statements, proxy statements, notices and reports that Parent, Holdings, WS International or any Restricted
Subsidiary shall send to the holders of any debt of Holdings, WS International and/or any Restricted Subsidiary in their capacity
as such holders (in each case to the extent not theretofore delivered to Agent pursuant to this Agreement) and, with reasonable
promptness, such other information (financial or otherwise) as Agent on its own behalf or on behalf of any Lender (acting through
Agent) may reasonably request in writing from time to time;


 


(i)            (i) not
later than fourteen (14) days prior to any change in the jurisdiction of organization of any Loan Party (and, for purposes of the
PPSA, the location of its chief executive office) (or such later date as Agent may agree in its reasonable discretion) for purposes
of the Uniform Commercial Code or PPSA and (ii) reasonably promptly but not later than forty-five (45) days following the
occurrence of any change referred to in subclauses (w) through (z) below (or such later period of time
as Agent may agree in its reasonable discretion), written notice of any change (w) in the legal name of any Loan Party, (x) in
the location of any Loan Party for purposes of the Uniform Commercial Code or PPSA (for purposes of the PPSA, at least fourteen
(14) days’ prior written notice, or such shorter period to which Agent may agree, of any change in location of such Loan
Party to a jurisdiction in which no PPSA filing has been previously made or no Lien has otherwise been previously perfected by
or in respect of such Loan Party in favor of Agent), (y) in the identity or type of organization of any Loan Party or (z) in
the Federal Taxpayer Identification Number (or the equivalent identifier in any other jurisdiction including tax file numbers)
or organizational or corporate identification number of any Loan Party, provided, that, notwithstanding the foregoing, with
respect to any Loan Party incorporated in Canada or any Loan Party who has granted a security interest over any Property which
is subject to the terms of the PPSA, at least fourteen (14) days’ prior written notice of any change in the legal name of
any such Loan Party must be provided (subject to any extensions of time as Agent may agree in its reasonable discretion). The Loan
Parties shall also promptly provide Agent with certified Organizational Documents reflecting any of the changes described in the
first sentence of this clause (k);


 


(j)            (A) upon
the written request of Agent, copies of (i) any annual information report (including all actuarial reports and other schedules
and attachments thereto) required to be filed with a Governmental Authority in connection with each US Employee Plan, any Foreign
Plan that is required by Applicable Law to be funded or any Canadian Pension Plan and (ii) any notice, demand, inquiry or
subpoena received from a Governmental Authority in connection with (x) any US Employee Plan concerning a Reportable Event,
or (y) any Canadian Pension Plan concerning a Termination Event which would reasonably be expected to result in a Material
Adverse Effect or any other event described in clauses (ii) or (iii) of Section 10.1.7, and
(B) upon written request of Agent, such other documents relating to any US Employee Plan or Canadian Pension Plan as may be
reasonably requested by Agent;


 


(k)            promptly
following receipt, a copy of any warning notice from the Pensions Regulator in which it proposes to take action which may result
in the issuance of a Contribution Notice or Financial Support Direction in respect of any UK DB Pension Plan; and


 






    183


     


    

 


(l)            at
the time of the delivery of the financial statements provided for in Sections 9.1.1(a) and (b), a list of the
Permitted Stand-Alone Capital Lease Transactions in effect as of the end of the applicable fiscal year or fiscal quarter.


 


Notwithstanding the
foregoing, the obligations in clauses (a) and (b) above may be satisfied with respect to financial information
of WS International and its Subsidiaries by furnishing (A) the applicable financial statements of Holdings or any other Parent
Entity or (B) the Form 10-K or 10-Q, as applicable, of WS International, Holdings or any other Parent Entity, as applicable,
filed with the SEC; provided, that, with respect to each of subclauses (A) and (B) of this paragraph,
such information shall be accompanied by a reasonably detailed description of the differences between the information relating
to Holdings or such Parent Entity, as applicable, on the one hand, and the information relating to WS International and its Restricted
Subsidiaries on a standalone basis, on the other hand and, if such differences are material, the Agent may request delivery of
a reconciliation.


 


Notwithstanding the
foregoing, and any documentation required to be delivered pursuant to this Section 9.1.1 may be delivered electronically
and (other than in the case of documents required to be delivered under clauses (e) and (f), above) if so delivered,
shall be deemed to be delivered on the earliest date on which (i) the Administrative Borrower (or a Parent Entity) posts such
documents, or provides a link thereto, on its website on the Internet to which each Lender and Agent have access (whether a commercial,
third-party website or whether sponsored by Agent); (ii) such documents are posted on behalf of the Borrowers on IntraLinks/IntraAgency
or another website, if any, to which each Lender and Agent have access (whether a commercial, third-party website or whether sponsored
by Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet
at www.sec.gov; provided, that (A) the Administrative Borrower shall, at the request of Agent, continue to deliver
copies (which delivery may be by electronic transmission) of such documents to Agent and (B) the Administrative Borrower shall
notify (which notification may be by facsimile or electronic transmission) Agent of the posting of any such documents on any website
described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery
of paper copies of such documents from Agent and maintaining its copies of such documents.


 


9.1.2            Books,
Records and Inspections. Each Loan Party will, and will cause each of its respective Restricted Subsidiaries to,
permit officers and designated representatives of Agent or the Required Lenders to visit and inspect any of their properties or
assets in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection,
and to examine their books and records and discuss their affairs, finances and accounts with, and be advised as to the same by,
its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as
Agent or the Required Lenders may desire (upon reasonable advance notice to the Administrative Borrower); provided, that,
excluding any such visits and inspections during the continuation of an Event of Default, only Agent (or any of its representatives
or independent contractors) on behalf of the Required Lenders may exercise rights of Agent and the Lenders under this Section 9.1.2
and Agent shall not exercise such rights more often than one time during any fiscal year absent the existence of an Event
of Default, provided, that, if Excess Availability is less than the greater of (i) 15% of the Line Cap and (y) $360,000,000
for a period of thirty (30) consecutive calendar days, Agent may conduct one additional visit and inspection per fiscal year,
in which case the second time shall be at the Borrowers’ expense; provided, further, that when an Event of
Default exists, Agent (or any of its representatives or independent contractors) or any representative of the Required Lenders
may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance
notice. Agent and the Required Lenders shall give any Loan Party the opportunity to participate in any discussions with such Loan
Party’s independent public accountants.


 






    184


     


    

 


9.1.3            Payment
of Taxes. Each Loan Party will pay and discharge, and will cause each of its Restricted Subsidiaries to pay and
discharge, all material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which material penalties attach thereto, and all lawful material claims
that, if unpaid, could reasonably be expected to become a material Lien (other than those Liens permitted pursuant to Section 9.2.2)
upon any properties of such Loan Party or any Restricted Subsidiary, provided, that no Loan Party, nor any Subsidiary shall
be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings
(other than any requirement of Applicable Law to make such payment while such proceedings are pending) if it has maintained adequate
reserves (in the good faith judgment of the management of such Loan Party) with respect thereto in accordance with GAAP or if
the failure to pay would not reasonably be expected to result in a Material Adverse Effect.


 


9.1.4            Maintenance
of Insurance.


 


(a)            The
Loan Parties will, and will cause each Material Subsidiary to, at all times maintain in full force and effect, with insurance companies
that each Loan Party believes (in the good faith judgment of the management of such Loan Party) are financially sound and responsible
at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance
which such Loan Party believes (in the good faith judgment of management of such Loan Party) is reasonable and prudent in light
of the size and nature of its business) and against at least such risks (and with such risk retentions) as such Loan Party believes
(in the good faith judgment of management of such Borrower) is reasonable and prudent in light of the size and nature of its business;
and will furnish to Agent (for delivery to the Lenders), upon written request from Agent, information presented in reasonable detail
as to the insurance so carried.


 


(b)            If
any portion of any Material Real Estate is at any time located in an area identified by the Federal Emergency Management Agency
(or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under Flood
Insurance Laws, then the Administrative Borrower shall, or shall cause the applicable US Loan Party to (i) maintain, or cause
to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply
with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws or as otherwise required by the
Lenders (and such flood insurance shall name Agent as loss payee and mortgagee or similar terms) and (ii) deliver to Agent
evidence of such compliance in form and substance reasonably acceptable to Agent.


 






    185


     


    

 


9.1.5            Quarterly
Lender Calls. The
Loan Parties will participate in conference calls for Lenders to discuss financial and other information regarding the Loan Parties
and their business, at times to be mutually agreed by Agent and the Administrative Borrower, each acting reasonably; provided,
that such calls shall be limited to once per quarter and, for the avoidance of doubt, such calls (i) may be a joint call
among (a) the Lenders and the holders of the 2023 Senior Secured Notes and 2025 Senior Secured Notes and/or (b) the
Lenders and investors holding public equity in a Parent Entity and (ii) shall not be required to the extent the 2023 Senior
Secured Notes and the 2025 Senior Secured Notes are no longer outstanding unless requested by the Required Lenders.


 


9.1.6            Compliance
with Statutes, Regulations, etc. Each Loan Party will, and will cause each of its Restricted Subsidiaries
to, comply with all applicable laws, rules, regulations and orders applicable to it or its property, including all
Environmental Laws and governmental approvals or authorizations required to conduct its business, and to maintain all such
governmental approvals or authorizations in full force and effect, in each case except where the failure to do so,
individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Loan Party will,
and will cause each Restricted Subsidiary to, promptly investigate and remediate any Release of Hazardous Substances, to the
extent such Release results in Hazardous Substances in the environment that exceed allowable limits under applicable
Environmental Law or as otherwise required by Environmental Law, in each case except where the failure to do so, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


9.1.7            ERISA.
Promptly after any US Loan Party or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following
events that, individually or in the aggregate (including in the aggregate with such events previously disclosed or exempt from
disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably likely to have a Material
Adverse Effect, the Administrative Borrower will deliver to each Lender a certificate of a Senior Officer of the applicable Borrower
setting forth details as to such occurrence and the action, if any, that such US Loan Party or such ERISA Affiliate is required
or proposes to take, together with any written notices (required, proposed or otherwise) given to or filed with or by such US
Loan Party, such ERISA Affiliate, the PBGC, a US Employee Plan participant (other than notices relating to an individual participant’s
benefits) or the US Employee Plan administrator with respect thereto: that a Reportable Event has occurred; that any US Employee
Plan has failed to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Sections 302 or
303 of ERISA) or that any Multiemployer Plan has failed to satisfy the minimum funding standards of Section 412 of the Code
or Sections 304 or 305 of ERISA or an application is to be made to the Secretary of the Treasury for a waiver or modification
of the minimum funding standard (including any required installment payments) or an extension of any amortization period under
Section 412 of the Code with respect to a US Employee Plan or Multiemployer Plan; that a US Employee Plan or a Multiemployer
Plan has been or is to be terminated, reorganized or declared insolvent under Title IV of ERISA (including the giving of written
notice thereof); that a US Employee Plan or Multiemployer Plan has an Unfunded Current Liability that has or will result in a
lien under ERISA or the Code; that proceedings will be or have been instituted to terminate a US Employee Plan or Multiemployer
Plan having an Unfunded Current Liability (including the giving of written notice thereof); that a proceeding has been instituted
against a US Loan Party or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a
US Employee Plan or Multiemployer Plan; that the PBGC has notified in writing any US Loan Party or any ERISA Affiliate of its
intention to appoint a trustee to administer any US Employee Plan or Multiemployer Plan; that any US Loan Party or any ERISA Affiliate
has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a US Employee
Plan or Multiemployer Plan; or that any US Loan Party or any ERISA Affiliate has incurred or will incur (or has been notified
in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of a US Employee
Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064 or 4069 of ERISA or Section 4971 or 4975 of the
Code, or on account of a Multiemployer Plan pursuant to Section 4201 or 4204 of ERISA.


 






    186


     


    

 


9.1.8            Canadian
Pension Plans and UK DB Pension Plans.


 


(a)            Promptly
after any Canadian Loan Party or any of its Subsidiaries or any of its Affiliates knows or has reason to know of the occurrence
of any of the following events, the applicable Canadian Loan Party will deliver to Agent a certificate of a Senior Officer of the
applicable Canadian Loan Party setting forth details as to such occurrence and the action, if any, that such Canadian Loan Party,
such Subsidiary or such Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise)
given to or filed with or by such Canadian Loan Party, such Subsidiary, such Affiliate, the FSCO, a Canadian Pension Plan participant
(other than notices relating to an individual participant’s benefits) or the Canadian Pension Plan administrator with respect
thereto: any violation or asserted violation of any Applicable Law (including the PBA), for which there is a reasonable likelihood
that there will be an adverse determination, and such adverse determination would reasonably be expected to have a Material Adverse
Effect; or the occurrence of any Termination Event.


 


(b)            Each
Canadian Loan Party’s and its Subsidiaries’ Canadian Pension Plans shall be duly registered and administered in all
respects in material compliance with, as applicable, the PBA, the Income Tax Act (Canada) and all other Applicable Law (including
regulations, orders and directives), and the terms of the Canadian Pension Plans and any agreements relating thereto. Each Canadian
Loan Party shall ensure that it and its Subsidiaries: (i) pays all amounts required to be paid by it or them in respect of
such Canadian Pension Plan when due; (ii) has no Lien on any of its or their property that arises or exists in respect of
any Canadian Pension Plan (except with respect to contribution amounts not yet due); (iii) does not engage in a prohibited
transaction or breach any Applicable Laws with respect to any Canadian Pension Plan; (iv) does not permit to occur or continue
any Termination Event; and (v) during the term of this Agreement, does not maintain, contribute or have any liability in respect
of a Canadian Multi-Employer Plan or Canadian Pension Plan which provides benefits on a defined benefit basis, in each case, to
the extent that such action or inaction would reasonably be expected to result in a Material Adverse Effect in respect of such
Canadian Pension Plan.


 


(c)            Each
Loan Party shall ensure that no UK Loan Party is or has been at any time (i) an employer (for the purposes of sections 38
to 51 of the Pensions Act 2004 of the United Kingdom) of a UK DB Pension Plan or (ii) except as would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect, “connected” with or an “associate”
of (as those terms are defined in sections 38 or 43 of the Pensions Act 2004 of the United Kingdom) such an employer without the
Loan Party disclosing that the UK Loan Party is or was “connected” with or an “associate” of an employer
(“connected” and “associated” all as defined previously in this clause) to Agent promptly upon the Loan
Party becoming aware of this and in advance of any acquisition unless the Loan Party having made reasonable due diligence inquiries
in this regard does not become aware of this until after any acquisition.


 






    187


     


    

 


9.1.9            Maintenance
of Properties. Each Loan Party will, and will cause each of its Restricted Subsidiaries to, keep and maintain all
property material to the conduct of its business in good working order and condition, ordinary wear and tear, casualty and condemnation
excepted, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


9.1.10            Transactions
with Affiliates. Each Loan Party will conduct, and cause each of its Restricted Subsidiaries to conduct, any transaction
or series of related transactions involving consideration in excess of $25,000,000 with any of its Affiliates (other than any
such transaction or series of transactions solely among Restricted Subsidiaries) on terms that are substantially as favorable
to such Loan Party or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person
that is not an Affiliate, provided, that the foregoing restrictions shall not apply to (a) transactions permitted
by Section 9.2.6, (b) the payment of any Transaction Expenses, (c) the issuance of Stock or other Equity
Interests of Holdings or any Parent Entity to the management of a Loan Party (or any direct or indirect parent thereof) or any
of its Subsidiaries pursuant to arrangements described in clause (e) of this Section 9.1.10 or to any
director, officer, employee or consultant (or their respective estates, investment funds, investment vehicles, spouses or former
spouses) of WS International, any of WS International’s Subsidiaries or any direct or indirect parent of WS International
and the granting and performing of reasonable and customary registration rights, (d) loans, investments and other transactions
by the Loan Parties and the Restricted Subsidiaries to the extent permitted under Section 9.2.1, 9.2.2, 9.2.3,
9.2.4, 9.2.5, and 9.2.7, (e) employment and severance arrangements between the Loan Parties and the
Restricted Subsidiaries and their respective officers and employees in the Ordinary Course of Business, (f) payments by any
Loan Party (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements
among such Loan Party (and any such parent) and the Restricted Subsidiaries on customary terms to the extent attributable to the
ownership or operation of such Loan Party and the Restricted Subsidiaries, (g) the payment of customary fees and reasonable
out of pocket costs, fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements
provided on behalf of, or for the benefit of, former, current or future directors, managers, consultants, officers and employees
of the Loan Parties and the Restricted Subsidiaries (or any Parent Entity) in the Ordinary Course of Business to the extent attributable
to the ownership or operation of the Loan Parties and the Restricted Subsidiaries, (h) transactions pursuant to (x) agreements
in existence on the Closing Date and set forth on Schedule 9.1.10 and (y) in each case, any amendment to the foregoing
to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect, (i) transactions
with customers, clients, suppliers or purchasers or sellers of goods or services that are Affiliates, in each case in the Ordinary
Course of Business and otherwise in compliance with the terms of this Agreement and which are fair to WS International and the
Restricted Subsidiaries, in the reasonable determination of the board of directors of WS International or the senior management
thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party,
(j) sales of accounts receivable, or participations therein, by WS International or any Restricted Subsidiary (other than
Loan Parties) to the extent permitted by Section 9.2.4(j), (k) investments by Affiliates (other than Holdings
and its Subsidiaries) in securities of WS International or any of the Restricted Subsidiaries (other than a Loan Party) (and payment
of reasonable out-of-pocket expenses incurred in connection therewith) so long as (i) the investment is being offered generally
to other investors on the same or more favorable terms and (ii) the investment constitutes less than 10.0% of the proposed
issue amount of such class of securities, (l) payments or loans (or cancellation of loans) to employees, directors or consultants
of WS International, any of the Restricted Subsidiaries to the extent permitted by Sections 9.2.1(b)(xix), 9.2.5(c) and
9.2.6(b) or any direct or indirect parent of WS International and employment agreements, stock option plans and other
similar arrangements with such employees, directors or consultants which, in each case, are approved by WS International in good
faith, (m) any lease entered into between WS International or any Restricted Subsidiary, as lessee, and any Affiliate of
WS International, as lessor, in the Ordinary Course of Business, (n) intellectual property licenses in the Ordinary Course
of Business to the extent permitted by Section 9.2.4(f), (o) the pledge, charge or mortgage of Equity Interests
of any Unrestricted Subsidiary to support Indebtedness not prohibited hereunder, (p) payments to any future, current or former
employee, director, officer or consultant of WS International, any of its Subsidiaries or any Parent Entity pursuant to a management
equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder
agreement; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto)
and any health, disability and similar insurance or benefit plans or supplemental executive retirement benefit plans or arrangements
with any such employees, directors, officers or consultants that are, in each case, approved by WS International in good faith,
(q) any contribution to the capital of WS International or any Restricted Subsidiary otherwise permitted hereunder, (r) transactions
to effect the Transactions and the payment of all fees and expenses related to the Transactions, (s) transactions with Affiliates
solely in their capacity as holders of Indebtedness or Equity Interests of WS International or any of the Restricted Subsidiaries,
so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are
treated no more favorably than all other holders of such class generally, (t) payments to and from and transactions with
any joint venture in the Ordinary Course of Business and (u) transactions in which any Loan Party or any other Restricted
Subsidiary delivers to Agent a letter from an independent accounting firm, appraisal firm, investment banking firm or consultant
of nationally recognized standing (which is, in the good faith judgment of the Administrative Borrower, disinterested in the applicable
transaction) stating that such transaction is fair to such Loan Party or Restricted Subsidiary from a financial point of view.


 






    188


     


    

 


9.1.11            End
of Fiscal Years; Fiscal Quarters. Each Loan Party will, for financial reporting purposes, (a) not, nor will
it permit any of its Subsidiaries’ to, change its fiscal year to end on a date other than December 31 of each year
and (b) cause its, and each of its Subsidiaries’, fiscal quarters to end on dates consistent with such fiscal year-end.


 


9.1.12            Additional
Loan Parties, etc.


 


(a)            Any
Restricted Subsidiary that is a Wholly-Owned Subsidiary of the Administrative Borrower organized under the laws of Canada, the
United States or the United Kingdom may, at the election of the Administrative Borrower, become a Borrower and/or a Guarantor,
as applicable, hereunder within the applicable Loan Party Group for its jurisdiction of organization upon (i) the execution
and delivery to Agent (A) by such Subsidiary of a supplement or joinder to this Agreement, substantially in the form of Exhibit H
and a joinder to the Intercreditor Agreement, (B) by such Subsidiary of Security Documents (or joinders or supplements to
existing Security Documents) in form and substance reasonably satisfactory to Agent as may be required for the relevant jurisdiction
(provided, that any new Security Document shall be in substantially the same form as the comparable Security Documents (if
any) to which the existing Loan Parties of the Loan Party Group of the New Loan Party are party and, in any event, shall not be
more onerous with respect to the obligations of such New Loan Party than those contained in the Security Documents (if any) to
which the other members of such New Loan Party’s Loan Party Group are party), and (C) by a Senior Officer of the Administrative
Borrower, of a Borrowing Base Certificate for such Subsidiary effective as of not more than 25 days preceding the date on which
such Subsidiary becomes a Borrower and/or Guarantor, as applicable, and (ii) the completion of Agent’s and the Lenders’
due diligence to their reasonable satisfaction and of compliance procedures for applicable “know your customer” and
anti-money laundering rules; provided, that, prior to permitting such Subsidiary to borrow any Revolver Loans or obtain
the issuance of any Letters of Credit hereunder or including such Subsidiary’s assets in the Borrowing Base, Agent shall
conduct an appraisal and field examination with respect to such Subsidiary, including, without limitation, of (x) such Subsidiary’s
practices in the computation of its Borrowing Base and (y) the assets included in such Subsidiary’s Borrowing Base and
related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case,
prepared on a basis reasonably satisfactory to Agent and at the sole expense of such Subsidiary; provided, further,
that Agent shall have the discretion not to require any appraisal or field examination as a condition to such New Loan Party becoming
a Borrower hereunder if such New Loan Party’s Specified Assets would constitute less than 10% of the aggregate Borrowing
Base in effect after giving effect to the joinder of such New Loan Party.


 






    189


     


    

 


(b)            In
the event that the Administrative Borrower has not elected to have any Wholly-Owned Subsidiary of the Administrative Borrower organized
under the laws of Canada, the United Kingdom or the United States become a Borrower under clause (a) above, within
forty-five (45) days (or such longer period as Agent may agree in its discretion) after such Subsidiary (other than an Excluded
Subsidiary) (x) has been formed or otherwise purchased or acquired after the Closing Date (including pursuant to a Permitted
Acquisition) or (y) has ceased to be an Excluded Subsidiary, the Borrowers shall (i) cause such Subsidiary to execute
(A) a supplement or joinder to this Agreement, substantially in the form of Exhibit H, in order for such Subsidiary
to become a Guarantor under Section 5.10 and a joinder to the Intercreditor Agreement, (B) such Security Documents
(or joinders to existing Security Documents) in form and substance reasonably satisfactory to Agent as may be required for the
relevant jurisdiction (provided, that any such new Security Document shall be in substantially the same form as the comparable
Security Documents (if any) to which the existing Loan Parties of the Loan Party Group of the New Loan Party are party and, in
any event, shall not be more onerous with respect to the obligations of such New Loan Party than those contained in the Security
Documents (if any) to which the other members of such New Loan Party’s Loan Party Group are party) and (ii) cause such
Subsidiary to provide such information as reasonably requested by Agent and the Lenders to assist in the completion of Agent’s
and the Lenders’ due diligence to their reasonable satisfaction and of compliance procedures for applicable “know your
customer” and anti-money laundering rules, provided, that, prior to including such Subsidiary’s assets in the
Borrowing Base, (1) a Senior Officer of the Administrative Borrower shall have delivered a Borrowing Base Certificate for
such Subsidiary effective as of not more than 25 days preceding the date on which such Subsidiary becomes a Borrower and/or Guarantor,
as applicable and (2) Agent shall conduct an appraisal and field examination with respect to such Subsidiary, including, without
limitation, of (x) such Subsidiary’s practices in the computation of its Borrowing Base and (y) the assets included
in such Subsidiary’s Borrowing Base and related financial information such as, but not limited to, sales, gross margins,
payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to Agent and at the sole expense of
such Subsidiary; provided, further, that Agent shall have the discretion not to require any appraisal or field examination
as a condition to such New Loan Party becoming a Guarantor hereunder if such New Loan Party’s Specified Assets would constitute
less than 10% of the aggregate Borrowing Base in effect after giving effect to the joinder of such New Loan Party.


 






    190


     


    

 


(c)            In
connection with a New Loan Party becoming a Borrower or Guarantor hereunder, the Loan Parties agree to cause such New Loan Party
(i) to execute and deliver a completed Perfection Certificate to Agent on or before the day such New Loan Party becomes a
Borrower or Guarantor, (ii) to deliver such other documentation as Agent may reasonably request in connection with the foregoing,
including appropriate UCC-1 or PPSA financing statements (and Lien searches) in such jurisdiction as may reasonably be requested
by Agent, and such other documentation necessary to grant Agent a security interest in and Lien on the Collateral of such New Loan
Party with the priority herein contemplated, including an amendment to the applicable Security Documents so as to grant Agent a
Lien on the equity interests of such New Loan Party by any other Loan Party (to the extent required under the applicable Security
Document) with the priority herein contemplated, certified resolutions and other organizational and authorizing documents of such
New Loan Party, and, if requested by Agent, favorable opinions of counsel to such New Loan Party, all in form, content and scope
reasonably satisfactory to Agent and (iii) use commercially reasonable efforts to obtain a Deposit Account Control Agreement
establishing Agent’s control over and Lien on each lockbox or Deposit Account (other than Excluded Deposit Accounts) (or
equivalent in each relevant jurisdiction which, in the UK, shall be either (a) a fixed charge lien in favor of Agent or (b) a
floating lien charge in favor of Agent which shall, upon the occurrence of a Cash Dominion Event and subsequent creation of a fixed
charge lien in favor of Agent over such lockboxes or Deposit Accounts, become a fixed charge lien) as soon as reasonably practicable
following the date on which such New Loan Party became a Loan Party and, in any event, within 120 days after such date (or such
later date as Agent shall reasonably agree), provided, that, if a New Loan Party is unable to obtain a Deposit Account Control
Agreement (or equivalent in each relevant jurisdiction which, in the UK, shall be either (a) a fixed charge lien in favor
of Agent or (b) a floating lien charge in favor of Agent which shall, upon the occurrence of a Cash Dominion Event and subsequent
creation of a fixed charge lien in favor of Agent over such lockboxes or Deposit Accounts, become a fixed charge lien) with respect
of any lockbox or Deposit Account (other than Excluded Accounts) within 120 days of the date on which such New Loan Party became
a Loan Party (or such later date as Agent shall reasonably agree), such Loan Party shall move such lockbox or Deposit Account to
Agent or such other bank which will provide a Deposit Account Control Agreement (or equivalent in each relevant jurisdiction which,
in the UK, shall be either (a) a fixed charge lien in favor of Agent or (b) a floating lien charge in favor of Agent
which shall, upon the occurrence of a Cash Dominion Event and subsequent creation of a fixed charge lien in favor of Agent over
such lockboxes or Deposit Accounts, become a fixed charge lien).


 






    191


     


    

 


(d)            With
respect to any Certificated Units at any time acquired by any US Loan Party after the Closing Date, such US Loan Party shall take,
or cause to be taken, all actions required pursuant to Section 9.1.20.


 


(e)            If
any US Loan Party acquires Material Real Estate after the Closing Date, such Loan Party shall, within ninety (90) days therefrom
(or such longer period as Agent may agree in its sole discretion), execute, deliver and record a Mortgage sufficient to create
a fully perfected first priority Lien in favor of Agent on such Material Real Estate, subject to no Liens other than those Liens
permitted pursuant to Section 9.2.2, and shall deliver all Related Real Estate Documents, together with an opinion
of counsel (which counsel shall be reasonably satisfactory to Agent) in the state in which such Material Real Estate is located
with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Agent
may reasonably request, in each case in form and substance reasonably satisfactory to Agent, provided, that, notwithstanding
any other provision of this Agreement or any other Loan Document, the Administrative Borrower may, in its sole discretion, deem
any real property located in a flood zone as not being Material Real Estate by providing written notice to Agent at any time and,
upon providing such written notice, such real property shall be treated as if it were not Material Real Estate for all purposes
under this Agreement and each Loan Document and the applicable US Loan Party shall not be required to deliver a Mortgage on such
real property or portion thereof with respect thereto.


 


9.1.13            Use
of Proceeds.


 


(a)            The
Borrowers will use the proceeds of all Revolver Loans made on the Closing Date solely for the purposes described in the final sentence
of Section 2.1.1(c).


 


(b)            After
the Closing Date, the Borrowers will use Letters of Credit and the proceeds of all Revolver Loans and Swingline Loans (i) to
finance ongoing working capital needs, (ii) for other general corporate purposes of any Borrower, including to fund permitted
Dividends, Investments and Permitted Acquisitions and (iii) to pay Transaction Expenses.


 


9.1.14            Appraisals;
Field Examinations. At any time that Agent reasonably requests, each Loan Party will permit Agent or professionals
(including consultants, accountants, lawyers and appraisers) retained by Agent, on reasonable prior notice and during normal business
hours, to conduct appraisals and commercial finance examinations or updates thereof including, without limitation, of (i) such
Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and
related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case,
prepared on a basis reasonably satisfactory to Agent and at the sole expense of the Borrowers; provided, that the New Appraisals
and Field Exams shall not be conducted prior to September 30, 2020, provided, however, if no Default or Event
of Default shall have occurred and be continuing, only one such appraisal and one such examination or update per fiscal year shall
be conducted (exclusive of (i) the appraisal and field examination commenced under the Existing WS Credit Agreement prior
to the Closing Date and (ii) any appraisals and field examinations conducted pursuant to Section 9.1.12); provided,
further, however, that (a) if Excess Availability is, for a period of thirty (30) consecutive calendar days,
less than the greater of (1) 15% of the Line Cap and (2) $360,000,000 at such time, one additional appraisal and one
additional examination per fiscal year may be conducted (for the avoidance of doubt, at the Borrowers’ expense) if more
than ninety (90) days have elapsed since the last appraisal or examination or update (as the case may be) and (b) to the
extent the Borrowing Base includes Eligible Machinery and Equipment, Agent may conduct one additional appraisal of such Eligible
Machinery and Equipment per fiscal year at the Borrowers’ expense. The foregoing shall not limit Agent’s ability to
perform additional appraisals, examinations and updates upon its reasonable request and at the sole expense of the Borrowers upon
the occurrence and continuance of an Event of Default.


 






    192


     


    

 


9.1.15            Post-Closing
Matters. Each Loan Party agrees that it will, or will cause its relevant Restricted Subsidiaries or Affiliates
to, complete each of the actions described on Schedule 9.1.15 as soon as commercially reasonable and by no later than the
date set forth in Schedule 9.1.15 with respect to such action or such later date as Agent may reasonably agree. All representations
and warranties contained in this Agreement and the other Loan Documents will be deemed modified to the extent necessary to effect
the foregoing (and to permit the taking of the actions described on Schedule 9.1.15 within the time periods specified thereon,
rather than as elsewhere provided in the Loan Documents).


 


9.1.16            Centre
of Main Interests and Establishments. For the purposes of Regulation (EU) 2015/848
of 20 May 2015 on insolvency proceedings (recast) (the “Regulation”), and/or (where relevant) the Regulation
as it may form part of retained EU law as defined in the European Union (Withdrawal) Act 2018, each of the UK Loan Parties’
centre of main interests is situated in England and Wales and it has no establishment in any other jurisdiction.


 


9.1.17            Anti-Corruption
Laws, Sanctions and AML Legislation.


 


(a)            Each
Loan Party shall (and the Administrative Borrower shall cause each Subsidiary to) comply with the requirements of applicable Anti-Corruption
Laws, applicable Sanctions and applicable AML Legislation and shall not engage in any activity in connection with this Agreement
that reasonably would result in placing any Party to this Agreement in violation of applicable Sanctions or becoming a target of
Sanctions.


 


(b)            If
complying with the undertaking in clause (a) above would result in the UK Loan Parties breaching the Blocking Regulation,
the UK Borrowers need not comply with that undertaking but only to the extent of the breach.


 


9.1.18            Preservation
of Existence, Etc. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to,
(a) preserve, renew and maintain in full force and effect (i) its legal existence under the laws of the
jurisdiction of its organization or incorporation (except in a transaction permitted by Section 9.2.3), except,
with respect to Persons other than Loan Parties, to the extent that the failure to do so would not reasonably be expected to
have a Material Adverse Effect and (ii) its good standing under the laws of the jurisdiction of its organization or
incorporation (to the extent such concept exists in such jurisdiction and except, with respect to Persons other than Loan
Parties, to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect) and
(b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or
desirable in the normal conduct of its business, except to the extent that failure to do so would not reasonably be expected
to have a Material Adverse Effect; provided, however, that any Loan Party and its Subsidiaries may consummate
any transaction permitted under Section 9.2.3, 9.2.4 or 9.2.5.


 






    193


     


    

 


9.1.19          Further
Assurances. Promptly upon the reasonable request by Agent, or any Lender through Agent, each Loan Party shall (a) correct
any technical defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation
thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all
such further acts, deeds, certificates, assurances and other instruments as Agent, or any Lender through Agent, may reasonably
require from time to time in order to (i) to the fullest extent permitted by Applicable Law, subject any Loan Party’s
or any of its Restricted Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to
be covered by any of the Security Documents, (ii) perfect and maintain the validity, effectiveness and priority of any of
the Security Documents and any of the Liens intended to be created thereunder, including obtaining, providing and making notations
of Agent’s security interest in and Lien on Certificates of Title of any Certificated Unit to the extent required by applicable
law for perfection of such Liens and (iii) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively
unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document
or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries
is or is to be a party, and cause each of its Subsidiaries to do so. Notwithstanding anything to the contrary contained in this
Section 9.1.19 and Section 9.1.20(a), Agent shall not request that any Loan Party obtain or provide any
Certificates of Title with respect to any Non-Certificated Units; provided, that, if any Certificates of Title are obtained,
or are required to be obtained pursuant to the statutes of a Titling State where any Non-Certificated Unit is permanently located,
for any previously Non-Certificated Units owned by a US Loan Party (other than New Mexican Units owned by the Unit Subsidiary
or any Unit that is subject to a Permitted Stand-Alone Capital Lease Transaction), a notation of Agent’s security interest
and Lien shall be made thereon as required by Section 9.1.20(a). All actions required to be taken pursuant to this
Section 9.1.19, as well as pursuant to Section 10 of the US Security Agreement and any further assurance or similar
provision under any other Security Document, shall be at the cost and expense of the Borrowers.


 


9.1.20          Provisions
Relating to Units.


 


(a)            Certificated
Units. With respect to any Certificated Units (other than (x) Units located outside of the United States of America or
any state or territory thereof and (y) Units that are the subject of a Stand-Alone Customer Capital Lease) (i) owned
by a US Loan Party as of the Closing Date, such US Loan Party shall take, or cause to be taken, all action as is necessary so that
within one-hundred-twenty (120) days (or such longer period as Agent may agree in its sole discretion) after the Closing Date,
the security interest and Lien of Agent therein and thereon is noted on the Certificate of Title issued with respect to such Certificated
Unit and (ii) at any time acquired by any US Loan Party after the Closing Date, such US Loan Party shall take, or cause to
be taken, all action as is necessary so that within ninety (90) days (or such longer period as Agent may agree in its sole discretion)
after any such acquisition of Certificated Units the security interest and Lien of Agent therein and thereon is noted on the Certificate
of Title issued with respect to such Certificated Unit.


 






    194


     


    

 


(b)            Non-Certificated
Units. With respect to any Non-Certificated Units (other than (x) Units located outside of the United States of America
or any state or territory thereof and (y) Units that are the subject of a Stand-Alone Customer Capital Lease) (i)  owned
by a US Loan Party as of the Closing Date, such US Loan Party shall take, or cause to be taken, all action as is necessary so that
within one-hundred-twenty (120) days (or such longer period as Agent may agree in its sole discretion) after the Closing Date,
each such Non-Certificated Unit is contributed as a capital contribution to the equity of the Unit Subsidiary and (ii) at
any time acquired by any US Loan Party after the Closing Date, such US Loan Party shall take, or cause to be taken, all action
as is necessary so that within ninety (90) days (or such longer period as Agent may agree in its sole discretion) after any such
acquisition of Non-Certificated Units each such Non-Certificated Unit is contributed as a capital contribution to the equity of
the Unit Subsidiary As a result of the requirements of the immediately preceding sentence, all Non-Certificated Units owned by
a US Loan Party (other than (i) Units located outside of the United States of America or any state or territory thereof and
(ii) Units that are the subject of a Stand-Alone Customer Capital Lease) shall have been transferred to the Unit Subsidiary
and shall be the exclusive property of the Unit Subsidiary.


 


9.1.21            Unit
Subsidiary.


 


(a)            Each
Loan Party shall at all times cause the Unit Subsidiary to be a direct, Wholly-Owned US Subsidiary of WS International or another
US Loan Party.


 


(b)            No
Loan Party nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which would be reasonably likely
to result in the separate existence of the Unit Subsidiary being ignored, or in the assets and liabilities of the Unit Subsidiary
being substantively consolidated with those of any of Holdings, any US Loan Party or any of their respective Subsidiaries (other
than the Unit Subsidiary) in a bankruptcy, reorganization or other insolvency proceeding. The Loan Parties shall not permit the
Unit Subsidiary to voluntarily incur any liabilities other than (i) the Unit Subsidiary’s Guarantee of the Obligations
hereunder and its obligations under the other Loan Documents to which it is a party, (ii) the guaranty by the Unit Subsidiary
under the 2023 Senior Secured Notes Indenture and the 2025 Senior Secured Notes Indenture, and the Indebtedness permitted
under Sections 9.2.1(a), 9.2.1(b)(iv) and 9.2.1(b)(xi), in each instance, to the extent permitted under
Sections 9.2.1(b)(i)(B), 9.2.1(a), 9.2.1(b)(iv) and 9.2.1(b)(xi), respectively, and (iii) liabilities
under the Unit Subsidiary Management Agreement, the Master Lease Agreements and the Custodian Agreement.


 


9.1.22            Financial
Assistance. Each Loan Party shall ensure that each Borrowing or Loan shall comply in all respects with sections
678 and 679 (inclusive) of the UK Companies Act 2006, including the execution of any Loan Document and payment of amounts due
under this Agreement.


 


9.2          Negative
Covenants. Each Loan Party (which term, for purposes of any prohibition in this Section 9.2, shall
exclude Holdings, other than under Section 9.2.14) hereby covenants and agrees that from the Closing Date and thereafter,
until the Revolver Commitments and the Swingline Commitments have terminated and Full Payment has occurred:


 






    195


     


    

 


9.2.1            Limitation
on Indebtedness and Disqualified Stock.


 


(a)            The
Loan Parties will not, and not permit their Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable with respect to, contingently or otherwise (collectively, “incur”
and collectively, an “incurrence”), any Indebtedness and the Loan Parties and their Restricted Subsidiaries will not
issue any shares of Disqualified Stock; provided, however, that the Loan Parties and their Restricted Subsidiaries may incur
Indebtedness and issue shares of Disqualified Stock if either (i) the Total Net Leverage Ratio on a consolidated basis for
the most recently ended Test Period for which financial statements have been or are required to be delivered pursuant to clause
(a) or (b) of Section 9.1.1 on or immediately preceding the date on which such additional Indebtedness
is incurred or such Disqualified Stock is issued would have been (x) no greater than 6.00 to 1.00 or (y) if such Indebtedness
or Disqualified Stock is incurred or issued to finance a Permitted Acquisition or similar Investment, no greater than the Total
Net Leverage Ratio immediately prior to such incurrence or issuance or (ii) the Interest Coverage Ratio on a consolidated
basis for the most recently ended Test Period for which financial statements have been or are required to be delivered pursuant
to clause (a) or (b) of Section 9.1.1 on or immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock is issued is not less than (x) 2.0 to 1.0 or (y) if such Indebtedness
or Disqualified Stock is incurred or issued to finance a Permitted Acquisition or similar Investment, the Interest Coverage Ratio
immediately prior to such incurrence or issuance, in each case, determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom, but without otherwise netting the cash proceeds of any such Indebtedness from the calculation of
Consolidated Total Debt), as if the additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the
case may be, and the application of proceeds therefrom, had occurred at the beginning of such Test Period, so long as, other than
with respect to an aggregate principal amount of such Indebtedness at any time then outstanding not to exceed, when combined with
the aggregate principal amount of Indebtedness incurred in reliance on the corresponding carveout contained in Section 9.2.1(b)(ix)(A)(6),
the greater of (x) $200,000,000 and (y) 3.5% of Consolidated Total Assets as of the last day of the most recently ended
Test Period, such Indebtedness has a final maturity date no earlier than (other any customary bridge loan facility, so long as
the long-term Indebtedness into which any such customary bridge facility is to be converted or exchanged satisfies the requirements
of this provision and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges),
and no scheduled amortization payments (other than 1.0% per annum or less) prior to, the date that is ninety-one (91) days following
the Revolver Facility Termination Date; provided, further, that (i) Non-US Loan Parties and Restricted Subsidiaries
that are not Loan Parties may not incur Indebtedness or issue shares of Disqualified Stock pursuant to this Section 9.2.1(a) in
an aggregate principal amount at any time outstanding which is in excess of the greater of (x) $400,000,000 and (y) 7.0%
of Consolidated Total Assets as of the last day of the most recently ended Test Period, (ii) such Indebtedness incurred pursuant
to this Section 9.2.1(a) shall not be (A) secured Indebtedness unless (x) the Total Net Leverage Ratio
on a consolidated basis for the most recently ended Test Period for which financial statements have been or are required to be
delivered pursuant to clause (a) or (b) of Section 9.1.1 on or immediately preceding the date
on which such additional Indebtedness is incurred or issued would have been (x) no greater than 6.00 to 1.00 or (y) if
such Indebtedness is incurred or issued to finance a Permitted Acquisition or similar Investment, no greater than the Total Net
Leverage Ratio immediately prior to such incurrence or issuance, in each case, determined on a pro forma basis (including
a pro forma application of the net proceeds therefrom, but without otherwise netting the cash proceeds of any such Indebtedness
from the calculation of Consolidated Total Debt), as if the additional Indebtedness had been incurred and the application of proceeds
therefrom had occurred at the beginning of such Test Period and (y) the Liens on the assets of any Loan Party securing such
Indebtedness shall be on Collateral and shall be subordinated to the Liens securing the Secured Obligations pursuant to the terms
of the Intercreditor Agreement (and the holders of such Indebtedness (or their duly appointed agent or other representative) shall
have become party to the Intercreditor Agreement) or (B) guaranteed by any Person that is not a Loan Party unless such Indebtedness
is incurred pursuant to clause (i) of the second proviso above and (iii) the Unit Subsidiary may not incur Indebtedness
under this Section 9.2.1(a) other than Guarantee Obligations that are subordinated to the Secured Obligations
in a manner at least as favorable to the Credit Parties as the subordination terms applicable to the Unit Subsidiary’s guaranty
of the 2023 Senior Secured Notes and the 2025 Senior Secured Notes on the Closing Date.


 






    196


     


    

 


(b)          The
limitation set forth in clause (a) of this Section 9.2.1 will not prohibit any of the following:


 


(i)            (A) Indebtedness
arising under the Loan Documents, (B)(x) Indebtedness arising under the 2025 Senior Secured Notes and (y) any Refinancing
Indebtedness with respect thereto; provided, that the incurrence of any such Refinancing Indebtedness shall not be deemed
to have refreshed capacity under the foregoing clause (i)(B)(x), so long as, in each case with respect to this clause
(B), the guarantee of the Unit Subsidiary thereof is subordinated on the terms as provided in the 2025 Senior Secured Notes
Indenture as in effect on the Closing Date and (C)(x) Indebtedness arising under the 2023 Senior Secured Notes and (y) any
Refinancing Indebtedness with respect thereto; provided, that the incurrence of any such Refinancing Indebtedness shall
not be deemed to have refreshed capacity under the foregoing clause (i)(C)(x), so long as, in each case with respect to
this clause (C), the guarantee of the Unit Subsidiary thereof is subordinated on the terms as provided in the 2023 Senior
Secured Notes Indenture as in effect on the Closing Date;


 


(ii)            Indebtedness
or Disqualified Stock of any Loan Party or any Restricted Subsidiary in respect of intercompany Investments permitted under Section 9.2.5;


 


(iii)            Indebtedness
of the Loan Parties and the Restricted Subsidiaries (other than the Unit Subsidiary) in respect of any bankers’ acceptance,
bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the Ordinary Course of Business, including
letters of credit in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee
benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type
obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits
or property, casualty or liability insurance or self-insurance; provided, however, that upon the drawing of such
letters of credit or the payment of such guarantees, such obligations are reimbursed within 30 days (or such later date as provided
for under the documents relating thereto, inclusive of any grace periods) following such drawing or incurrence and provided,
further, that the outstanding amount of Indebtedness of the Loan Parties and the Restricted Subsidiaries under any such bankers’
acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities shall not exceed an aggregate principal
amount at any one time outstanding equal to the greater of (x) $100,000,000 and (y) 2.0% of Consolidated Total Assets
as of the last day of the most recently ended Test Period;


 






    197


     


    

 


(iv)            subject
to compliance with Section 9.2.5 at the time of incurrence, Guarantee Obligations incurred by any Loan Parties or other
Restricted Subsidiaries in respect of Indebtedness of any Loan Parties or other Restricted Subsidiaries otherwise permitted to
be incurred hereunder or of other obligations of Loan Parties or other Restricted Subsidiaries that are not prohibited by the terms
of this Agreement, provided, that (A) in the event any Indebtedness so guaranteed is subordinated, the Guarantee Obligations
with respect thereto shall be subordinated to the same extent and (B) in the event of any guarantee by the Unit Subsidiary,
such guarantee shall be subordinated to the Secured Obligations on a basis at least as favorable to the Secured Parties as the
subordination terms applicable to the Unit Subsidiary’s guarantee of the 2023 Senior Secured Notes and the 2025 Senior Secured
Notes on the Closing Date;


 


(v)            Guarantee
Obligations incurred in the Ordinary Course of Business in respect of obligations of (or to) suppliers, customers, franchises,
lessors and licensors;


 


(vi)            (A) Indebtedness
(including Capitalized Lease Obligations and Indebtedness arising under Capital Leases entered into in connection with Permitted
Sale Leasebacks and Permitted Stand-Alone Capital Leases) and Disqualified Stock incurred by WS International or any of the Restricted
Subsidiaries to finance the purchase, lease, construction, installation or improvement of property (real or personal), equipment
or other assets that are used or useful in a Similar Business, whether through the direct purchase of assets or the Stock of any
Person owning such assets; provided, that the aggregate principal amount of Indebtedness and Disqualified Stock incurred
pursuant to this clause (vi) does not exceed an aggregate principal amount at any time outstanding equal to the greater
of (x) $400,000,000 and (y) 7.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period;
and (B) any Refinancing Indebtedness in respect of each of the foregoing; provided, that the incurrence of any such
Refinancing Indebtedness shall not be deemed to have refreshed capacity under the foregoing clause (A);


 






    198


     


    

 


(vii)            (A) Indebtedness
(including any unused commitment) outstanding on the Closing Date, provided, that, to the extent such Indebtedness is in
excess of $50,000,000 in the aggregate, it is listed on Schedule 9.2.1 and (B) any Refinancing Indebtedness with respect
to the foregoing; provided, that the incurrence of any such Refinancing Indebtedness shall not be deemed to have refreshed
capacity under the foregoing clause (A);


 


(viii)            Indebtedness
of the Loan Parties and the Restricted Subsidiaries (other than the Unit Subsidiary) in respect of Hedge Agreements (excluding
Indebtedness in respect of Hedge Agreements entered into for speculative purposes);


 


(ix)            (A) Indebtedness
or Disqualified Stock of a Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger or
is the continuing entity following an amalgamation with such Person) after the Closing Date as the result of a Permitted Acquisition
or similar Investment and that, if secured, is not secured by any Specified Assets (other than to the extent such Specified Assets
may be subject to a Permitted Lien pursuant to clause (h) or (i) of the definition thereof), or Indebtedness
secured only by assets that are acquired by a Restricted Subsidiary after the Closing Date as the result of a Permitted Acquisition
or similar Investment that do not constitute Specified Assets (other than to the extent such Specified Assets may be subject to
a Permitted Lien pursuant to clauses (h) or (i) of the definition thereof), provided, that (1) such
Indebtedness or Disqualified Stock existed at the time such Person became a Restricted Subsidiary or at the time such assets subject
to such Indebtedness were acquired and, in each case, was not created in anticipation thereof, (2) such Indebtedness is not
guaranteed in any respect by any Loan Party or any Restricted Subsidiary (other than by any such Person that guaranteed such Indebtedness
at the time such Person became a Restricted Subsidiary or at the time such assets subject to such Indebtedness were acquired or
is the survivor of a merger or is the continuing entity following an amalgamation with such Person and any of its Subsidiaries
or if such guarantees would be permitted by Section 9.2.5), (3) to the extent required under Section 9.1.12,
such Person executes a supplement or joinder to this Agreement, substantially in the form of Exhibit H, in order to
become a Loan Party and such other agreements, documents and actions required thereunder, (4) to the extent such Indebtedness
or Disqualified Stock is at any time outstanding in an amount or liquidation preference in excess of the greater of $150,000,000
and 2.75% of Consolidated Total Assets as of the last day of the most recently ended Test Period, either (i) the Total Net
Leverage Ratio on a consolidated basis for the most recently ended Test Period for which financial statements have been or are
required to be delivered pursuant to clause (a) or (b) of Section 9.1.1 on or immediately preceding
the date of the consummation of the applicable Permitted Acquisition would be (x) no greater than 6.00 to 1.00 or (y) no
greater than the Total Net Leverage Ratio immediately prior to the consummation of the applicable Permitted Acquisition or (ii) the
Interest Coverage Ratio on a consolidated basis for the most recently ended Test Period for which financial statements have been
or are required to be delivered pursuant to clause (a) or (b) of Section 9.1.1 on or immediately
preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued is not less than (x) 2.0
to 1.0 or (y) the Interest Coverage Ratio immediately prior to the consummation of the applicable Permitted Acquisition, in
each case, determined on a pro forma basis (including the assumption of such Indebtedness or Disqualified Stock), as if the additional
Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, at the beginning of such Test Period,
(5) to the extent such Indebtedness or, Disqualified Stock is at any time outstanding in an amount or liquidation preference
in excess of the greater of $150,000,000 and 2.75% of Consolidated Total Assets as of the last day of the most recently ended Test
Period, if such Indebtedness is secured, the Total Net Leverage Ratio on a consolidated basis for the most recently ended Test
Period for which financial statements have been or are required to be delivered pursuant to clause (a) or (b) of
Section 9.1.1 on or immediately preceding the date of the consummation of the applicable Permitted Acquisition would
be (x) no greater than 6.00 to 1.00 or (y) no greater than the Total Net Leverage Ratio immediately prior to the consummation
of the applicable Permitted Acquisition, determined on a pro forma basis (including the assumption of such Indebtedness),
as if the additional Indebtedness had been incurred at the beginning of such Test Period and (6) other than with respect to
an aggregate principal amount of such Indebtedness at any time then outstanding not to exceed, when combined with the aggregate
principal amount of Indebtedness incurred in reliance on the corresponding carveout contained in the first proviso of Section 9.2.1(a),
the greater of (x) $200,000,000 and (y) 3.5% of Consolidated Total Assets as of the last day of the most recently ended
Test Period, such Indebtedness has a final maturity date no earlier than (other any customary bridge loan facility, so long as
the long-term Indebtedness into which any such customary bridge facility is to be converted or exchanged satisfies the requirements
of this provision and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges),
and no scheduled amortization payments (other than 1.0% per annum or less) prior to, the date that is ninety-one days following
the Revolver Facility Termination Date, and (B) any Refinancing Indebtedness with respect thereto; provided, that the
incurrence of any such Refinancing Indebtedness shall not be deemed to have refreshed capacity under the foregoing clause (A);


 






    199


     


    

 


(x)            obligations
in respect of self-insurance and Indebtedness of the Loan Parties and the Restricted Subsidiaries in respect of Surety Bonds and
completion guarantees and similar obligations not in connection with money borrowed, in each case, provided in the Ordinary Course
of Business, or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, including
those incurred to secure health, safety and environmental obligations in the Ordinary Course of Business, in an amount at any time
outstanding not to exceed the greater of (x) $225,000,000 and (y) 3.9% of Consolidated Total Assets as of the last day
of the most recently ended Test Period; provided, that the Unit Subsidiary shall not incur any obligations or Indebtedness
under this clause (b)(x);


 


(xi)            (A) Indebtedness
and Disqualified Stock of the Loan Parties or any other Restricted Subsidiary in an aggregate principal amount, which when aggregated
with the principal amount and liquidation preference of all other Indebtedness and Disqualified Stock incurred and then outstanding
pursuant to this clause (xi)(A), does not at any one time outstanding exceed the greater of (x) $300,000,000 and (y) 6.0%
of Consolidated Total Assets as of the last day of the most recently ended Test Period; provided, that the Unit Subsidiary
may not incur Indebtedness under this Section 9.2.1(b)(xi) other than Guarantee Obligations that are subordinated
to the Secured Obligations in a manner at least as favorable to the Credit Parties as the subordination terms applicable to the
Unit Subsidiary’s guaranty of the 2023 Senior Secured Notes and the 2025 Senior Secured Notes on the Closing Date and (B) any
Refinancing Indebtedness with respect to any of the foregoing; provided, that the incurrence of any such Refinancing Indebtedness
shall not be deemed to have refreshed capacity under the foregoing clause (A);


 






    200


     


    

 


(xii)            customer
deposits and advance payments received in the Ordinary Course of Business from customers of goods and services purchased in the
Ordinary Course of Business;


 


(xiii)            cash
management obligations and other Indebtedness of WS International and the Restricted Subsidiaries (other than the Unit Subsidiary)
in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections,
other Bank Products and similar arrangements, in each case incurred in the Ordinary Course of Business;


 


(xiv)            Indebtedness
arising from agreements of WS International or the Restricted Subsidiaries (other than the Unit Subsidiary) providing for indemnification,
adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with (A) the
disposition of any business, assets or Equity Interests permitted hereunder, other than guarantees of Indebtedness incurred by
any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition
or (B) any Permitted Acquisition or other similar Investment permitted pursuant to Section 9.2.5;


 


(xv)            Indebtedness
of WS International or any of the Restricted Subsidiaries (other than the Unit Subsidiary) consisting of (A) the financing
of insurance premiums or (B) take or pay obligations contained in supply arrangements in each case, incurred in the Ordinary
Course of Business;


 


(xvi)            (A) Indebtedness
of any Receivables Entity in respect of any Qualified Receivables Transaction that is without recourse to any Loan Party or any
of their respective assets (other than as a result of a breach of representation, warranty or covenant in such purchase and sale
agreement or similar agreement entered into in connection with such Qualified Receivables Transaction) and (B) any Refinancing
Indebtedness with respect to any of the foregoing; provided, that the incurrence of any such Refinancing Indebtedness shall
not be deemed to have refreshed capacity under the foregoing clause (A);


 






    201


     


    

 


(xvii)            Indebtedness
supported by any letter of credit otherwise permitted to be incurred hereunder;


 


(xviii)            (A) Indebtedness
and Disqualified Stock of the Loan Parties or any other Restricted Subsidiary in an aggregate principal amount not to exceed the
portion, if any, of the Available Excluded Contribution Amount on such date that the Administrative Borrower elects to apply this
clause (xviii)(A) (which amounts shall reduce the amount of the Available Excluded Contribution Amount that may be
applied for any other purpose hereunder) and (B) any Refinancing Indebtedness with respect to any of the foregoing; provided,
that the incurrence of any such Refinancing Indebtedness shall not be deemed to have refreshed capacity under the foregoing clause
(A);


 


(xix)            (A) unsecured
or Subordinated Indebtedness consisting of promissory notes issued by WS International or its Restricted Subsidiaries to future,
current or former officers, directors and employees (or their respective spouses, former spouses, successors, executors, administrators,
heirs, legatees or distributees) to finance the purchase or redemption of Stock or other Equity Interests of Holdings (or any direct
or indirect parent thereof); provided, that the aggregate principal amount of Indebtedness incurred under this clause
(xix)(A) at any one time outstanding does not exceed the greater of (x)$25,000,000 and (y) 0.5% of Consolidated Total
Assets as of the last day of the most recently ended Test Period and (B) any Refinancing Indebtedness with respect to any
of the foregoing; provided, that the incurrence of any such Refinancing Indebtedness shall not be deemed to have refreshed
capacity under the foregoing clause (A);


 


(xx)            (A) Indebtedness
incurred by Non-US Loan Parties and Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any one
time outstanding not to exceed the greater of (x) $450,000,000 and (y) 8.0% of Consolidated Total Assets as of the last
day of the most recently ended Test Period and (B) any Refinancing Indebtedness with respect to any of the foregoing; provided
that the incurrence of any such Refinancing Indebtedness shall not be deemed to have refreshed capacity under the foregoing clause
(A);


 


(xxi)            (A) Indebtedness
incurred by Persons in connection with any Permitted Sale Leaseback and (B) any Refinancing Indebtedness with respect thereto;
provided that the incurrence of any such Refinancing Indebtedness shall not be deemed to have refreshed capacity under the
foregoing clause (A); provided that, except to the extent otherwise permitted hereunder, the aggregate principal
amount of such Indebtedness incurred in reliance on clause (xxi)(A) shall not at any time outstanding exceed the greater
of (x) $180,000,000 and (y) 3.2% of Consolidated Total Assets as of the last day of the most recently ended Test Period;
and


 






    202


     


    

 


(xxii)            Permitted
Capped Debt, so long as (A) before and immediately after giving effect to the incurrence thereof and any contemporaneous use
of proceeds thereof, no Default or Event of Default has occurred and is continuing or would be created thereby, (B) as of
the date of incurrence thereof, the Payment Condition is satisfied, (C) no such Indebtedness shall (x) be subject to
scheduled amortization in excess of 1% of its original principal balance per year or (y) have a final maturity, in either
case prior to the date that is ninety-one (91) following the Revolver Facility Termination Date and (D) such Permitted Capped
Debt shall not constitute an obligation (including pursuant to a guarantee) of any Person unless such Person is also a US Loan
Party.


 


Notwithstanding anything to the contrary
contained in this Agreement, the Loan Parties shall not be permitted to enter into Purchase Money Indebtedness, Capital Leases,
Capitalized Lease Obligations or operating leases with respect to Specified Assets (other than Real Estate) other than (i) Purchase
Money Indebtedness, Capital Leases, Capitalized Lease Obligations, Permitted Sale Leasebacks, Permitted Stand-Alone Capital Lease
Transactions and Stand Alone Customer Capital Leases in an aggregate amount at any one time outstanding not to exceed the greater
of (x) $300,000,000 and (y) 6.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period,
(ii) operating leases with respect to such assets that are consistent with past practices of the Loan Parties in all material
respects and (iii) to the extent permitted by Section 9.2.1(b)(vii). Accrual of interest or dividends, the accretion
of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form
of additional Indebtedness or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or Disqualified Stock for
purposes of this covenant.


 


9.2.2            Limitation
on Liens. The Loan Parties will not, and will not permit any of the Restricted Subsidiaries to, create, incur,
assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of such
Loan Party or any Restricted Subsidiary, whether now owned or hereafter acquired, except:


 


(a)            (i) Liens
arising under the Credit Documents, (ii) Liens on Collateral of the US Loan Parties arising under the 2025 Senior Secured
Notes Documents and Refinancing Indebtedness with respect thereto to the extent permitted by Section 9.2.1(b)(i)(B) and
(iii) Liens on Collateral of the US Loan Parties arising under the 2023 Senior Secured Notes Documents and Refinancing Indebtedness
with respect thereto to the extent permitted by Section 9.2.1(b)(i)(C); provided, that such Liens pursuant to
the foregoing clauses (ii) and (iii) shall be subordinated to the Liens securing the Secured Obligations
pursuant to the terms of the Intercreditor Agreement (and the holders of such Indebtedness (or their duly appointed agent or other
representative) shall have become party to the Intercreditor Agreement); and


 


(b)            Permitted
Liens.


 


Notwithstanding anything to the contrary
contained in this Agreement, the Unit Subsidiary shall not create, incur, assume or suffer to exist any Lien upon any property
or assets of any kind (real or personal, tangible or intangible) other than Liens permitted under Section 9.2.2(a),
Liens permitted under clause (f) and (g) of the definition of “Permitted Liens”, and Liens
permitted hereunder (and not securing Indebtedness) which arise in the Ordinary Course of Business of the Unit Subsidiary.


 






    203


     


    

 


9.2.3            Limitation
on Fundamental Changes. Except as permitted by, or to effect a transaction permitted by, Section 9.2.4
(other than Section 9.2.4(d) as it pertains to Section 9.2.3) or 9.2.5 (other than Section 9.2.5(p)),
each Loan Party will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation,
or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of all or substantially all its assets, except:


 


(a)            (i) any
Loan Party (other than the Unit Subsidiary) may be merged, amalgamated or consolidated with or into, or liquidated or dissolved
into, a Loan Party (other than the Unit Subsidiary) domiciled in the same Principal Jurisdiction, provided that if a Borrower
is a party to such merger, amalgamation or consolidation, a Borrower shall be the surviving or continuing entity or the surviving
or continuing entity shall assume such Borrower’s obligations under the Loan Documents in a manner reasonably satisfactory
to Agent and (ii) any Restricted Subsidiary may be merged into, or consolidated or amalgamated with, any other Restricted
Subsidiary; provided that in the case of clause (ii), if a Loan Party is a party to such merger, amalgamation or
consolidation, such Loan Party shall be the surviving or continuing entity of such merger, amalgamation or consolidation or the
transaction shall be treated as resulting in an Investment in a non-Loan Party that must be permitted hereunder;


 


(b)            that
any Restricted Subsidiary that is not a Loan Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to any Loan Party or any other Restricted Subsidiary (other than the Unit Subsidiary);


 


(c)            in
connection with the Acquisition as contemplated by the Acquisition Agreement;


 


(d)            that
any Loan Party (other than the Unit Subsidiary) may sell, lease, transfer or otherwise dispose of substantially all or any of its
assets (upon voluntary liquidation or otherwise) to another Loan Party (other than the Unit Subsidiary), but only if such sale,
lease, transfer or other disposition is permitted by Section 9.2.4(b) or (c); and


 


(e)            that
any Restricted Subsidiary may liquidate or dissolve if (i) the Administrative Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Loan Parties and if such Restricted Subsidiary is a Loan Party, that
such liquidation or dissolution is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary
is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 9.2.4 or 9.2.5,
or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, another Loan Party
(other than the Unit Subsidiary) after giving effect to such liquidation or dissolution.


 


Notwithstanding anything to the contrary
contained above, in no event shall the Unit Subsidiary be merged with or into or consolidated or amalgamated with or into any other
Person or be liquidated.


 






    204


     


    

 


9.2.4            Limitation
on Sale of Assets. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, (x) convey,
sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables and leasehold
interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting
from any casualty or condemnation of any assets of such Loan Party or the Restricted Subsidiaries) or (y) sell to any Person
any shares owned by it of any Restricted Subsidiary’s Stock and other Equity Interests of any Restricted Subsidiary, except
that:


 


(a)           (x) any
Loan Party and the Restricted Subsidiaries (other than the Unit Subsidiary) may sell, lease, transfer or otherwise dispose of (i) Inventory,
Equipment, and Rental Equipment in the Ordinary Course of Business, (ii) used or surplus equipment, vehicles and other assets
in the Ordinary Course of Business and (iii) Permitted Investments and (y) the Unit Subsidiary may sell or lease Non-Certificated
Units from time to time held by the Unit Subsidiary to WS International or any other US Loan Party pursuant to the Master Lease
Agreements; provided, that in the case of any such sale the respective Non-Certificated Units are contemporaneously sold
to a third party as provided in subclause (a)(x) above;


 


(b)           any
Loan Party and the Restricted Subsidiaries (other than the Unit Subsidiary) may sell, transfer or otherwise dispose of assets (collectively,
each a “Disposition”) for fair value, provided, that:


 


(i)            with
respect to any Disposition pursuant to this clause (b) for a purchase price in excess of the greater of (x) $50,000,000
and (y) 1.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period, such Loan Party or a
Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash, Permitted Investments, assets
of the type that would be included in the Borrowing Base not to exceed $200,000,000 in fair market value over the term of this
Agreement, or Designated Non-Cash Consideration (provided, (x) such Designated Non-Cash Consideration shall not have
an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 9.2.4(b) that
is at that time outstanding, in excess of 5% of Consolidated Total Assets as of the last day of the most recently ended Test Period
at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash
Consideration being measured at the time received and without giving effect to subsequent changes in value and (y) any liabilities
of such Loan Party or other Restricted Subsidiary (as shown on such Loan Party or other Restricted Subsidiary’s most recent
balance sheet or in the notes thereto or, if incurred, increased or decreased subsequent to the date of such balance sheet, such
liabilities that would have been reflected on such balance sheet had it taken place on the date of such balance sheet), other than
liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee (or a third party on its
behalf) of the assets subject to such Disposition pursuant to an agreement that releases or indemnifies such Loan Party or other
Restricted Subsidiary (or a third party on behalf of the transferee) from further liability, and any notes or other obligations
or other securities or assets received by such Loan Party or other Restricted Subsidiary from such transferee that are converted
into cash within 180 days of receipt thereof (to the extent of cash received), shall each be deemed to be a Permitted Investment
for purposes of this clause (b)(i));


 






    205


     


    

 


(ii)            if
the purchase price for Specified Assets exceeds the greater of (x) $75,000,000 and (y) 1.3% of Consolidated Total Assets
as of the last day of the most recently ended Test Period, or if the assets so sold constitute the Stock or all or a substantial
portion of the assets of any Loan Party, such Loan Party shall deliver an updated Borrowing Base Certificate, giving effect to
such Disposition and showing compliance with the applicable Borrowing Base; and


 


(iii)            after
giving effect to any such Disposition, no Event of Default shall have occurred and be continuing;


 


(c)           any
Loan Party and the Restricted Subsidiaries (other than the Unit Subsidiary) may make a Disposition of assets to any Loan Party
or to any Restricted Subsidiary (other than the Unit Subsidiary), provided that with respect to any such sales by US Loan
Parties to Non-US Loan Parties and any such sales by Loan Parties to Restricted Subsidiaries that are not Loan Parties, (i) such
sale, transfer or disposition shall be for fair value and (ii) the conditions set forth in clauses (ii) and (iii) of
clause (b) of this Section shall have been satisfied with respect to such sale, transfer or disposition;


 


(d)           any
Loan Party and any Restricted Subsidiary may effect any transaction permitted by Section 9.2.2, 9.2.3 (other
than pursuant to the carveout in the introductory paragraph thereof), 9.2.5 (other than Section 9.2.5(i) and
Section 9.2.5(j)) or 9.2.6;


 


(e)           in
addition to selling or transferring accounts receivable pursuant to the other provisions hereof, Loan Parties and the Restricted
Subsidiaries (other than the Unit Subsidiary) may sell or discount without recourse Accounts arising in the Ordinary Course of
Business in connection with the compromise or collection thereof consistent with such Person’s current credit and collection
practices;


 


(f)           any
Loan Party and any Restricted Subsidiary (other than the Unit Subsidiary) may lease, sublease, license or sublicense real, personal
or intellectual property in the Ordinary Course of Business;


 


(g)           any
Loan Party and any Restricted Subsidiary (other than the Unit Subsidiary) may make sales, transfers and other dispositions of property
to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or
(ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;


 


(h)           any
Loan Party and any Restricted Subsidiary (other than the Unit Subsidiary) may make sales, transfers and other dispositions of Investments
in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties
set forth in joint venture arrangements and similar binding arrangements;


 


(i)           any
Loan Party and any Restricted Subsidiary (other than the Unit Subsidiary) may make Dispositions in connection with Permitted Sale
Leasebacks permitted under Section 9.2.8;


 






    206


     


    

 






(j)            any
Restricted Subsidiary that is not a Loan Party and is domiciled outside of Canada, the UK and the US may make Dispositions of Accounts,
Chattel Paper and Related Assets to a Receivables Entity so long as the requirements included in the definition of Qualified Receivables
Transaction have been satisfied;


 


(k)            Dispositions
of Equity Interests of, or sales of Indebtedness of, Unrestricted Subsidiaries;


 


(l)             Dispositions
made to comply with any order of any anti-trust agency of the US federal government or any state anti-trust authority or other
anti-trust regulatory body or any applicable anti-trust law; and


 


(m)           other
Dispositions involving assets having a fair market value (as reasonably determined by the Administrative Borrower at the time thereof)
in the aggregate since the Closing Date of not more than the greater of (x) $150,000,000 and (y) 2.75% of Consolidated
Total Assets as of the last day of the most recently ended Test Period.


 


Notwithstanding anything to the contrary
contained above, (x) in no event shall WS International sell or otherwise dispose of any of its interests in the Unit Subsidiary
(other than to another US Loan Party) and (y) in no event shall the Unit Subsidiary transfer any Non-Certificated Units or
any interest therein (except for the sale or lease thereof pursuant to the Master Lease Agreements, provided, that in the
case of any such sale the respective Non-Certificated Units are contemporaneously sold to a third party pursuant to Section 9.2.4(a)(x))
to any Loan Party or any other Person).


 


9.2.5           Limitation
on Investments. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, make any Investment
in, any Person, except:


 


(a)            extensions
of trade credit and purchases of assets and services in the Ordinary Course of Business;


 


(b)            cash
or Investments that are Permitted Investments or were Permitted Investments at the time made;


 


(c)            loans
and advances to officers, directors and employees of any Loan Party or any of its Restricted Subsidiaries (other than, in the case
of subclauses (ii) and (iii) below, the Unit Subsidiary (except if such Persons are also employees, officers
or directors of another Loan Party or Restricted Subsidiary)) (i) for reasonable and customary business-related travel, entertainment,
relocation and analogous ordinary business purposes (including employee payroll advances), (ii) in connection with such Person’s
purchase of Stock or other Equity Interests of Holdings (or any Parent Entity) and (iii) for purposes not described in the
foregoing clauses (i) and (ii), in an aggregate principal amount under this clause (c) at any time
outstanding not to exceed the greater of (x) $25,000,000 and (y) 0.5% of Consolidated Total Assets as of the last day
of the most recently ended Test Period;


 


(d)           Investments
existing on, or contemplated as of, the Closing Date and listed on Schedule 9.2.5 and any extensions, renewals or reinvestments
thereof; provided, that the amount of such Investment may be increased in such extension, renewal or reinvestment only (x) as
required by the terms of such Investment as in existence on the Closing Date and detailed on Schedule 9.2.5 (including as
a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (y) as
otherwise permitted hereunder;


 






    207


     


    

 


(e)           Investments
received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations
of, and other disputes with, customers arising in the Ordinary Course of Business or upon foreclosure with respect to any secured
Investment or other transfer of title with respect to any secured Investment;


 


(f)            Investments
to the extent that payment for such Investments is made solely with Stock or other Equity Interests of a Parent Entity; provided,
that if a Restricted Subsidiary is acquired as a result of such Investment, then such Restricted Subsidiary shall become a Guarantor
to the extent required by, and in accordance with, Section 9.1.12 and shall grant Agent a security interest in and
Lien on the assets so acquired to the extent required by Section 9.1.12;


 


(g)            (i) Investments
by the Loan Parties and their Restricted Subsidiaries (other than the Unit Subsidiary) in Loan Parties (provided that if any Investment
by a US Loan Party in Non-US Loan Parties consists of a contribution of Specified Assets exceeding the greater of (x) $75,000,000
and (y) 1.3% of Consolidated Total Assets as of the last day of the most recently ended Test Period or of Stock or all or
a substantial portion of the assets of any US Loan Party, such US Loan Party shall deliver an updated Borrowing Base Certificate,
giving effect to such Investment and showing compliance with the applicable Borrowing Base), (ii) Investments by Restricted
Subsidiaries that are not Loan Parties in other Restricted Subsidiaries, (iii) loans and advances by the Loan Parties or any
Restricted Subsidiary to Parent or Holdings in an amount necessary (when combined with Dividends made by the Loan Parties in reliance
on Section 9.2.6(d)(i) or 9.2.6(d)(iii)) to permit Parent, Holdings or any direct or indirect parent thereof,
as applicable, to pay income tax or, as the case may be, franchise taxes or other fees, taxes or exceptions required to maintain
the corporate existence of Holdings or any direct or indirect parent of Holdings, to the extent a Dividend by such Loan Party or
Restricted Subsidiary (the proceeds of which would be used to pay such obligations) would be permitted under Section 9.2.6(d)(i) or
9.2.6(d)(iii), as the case may be, provided that Parent or Holdings, as applicable, shall apply the proceeds of such
loans and advances to such income tax or other obligations within thirty (30) days of its receipt of such proceeds, and (iv) Investments
by Loan Parties in Restricted Subsidiaries that are not Loan Parties, provided that unless the Payment Condition is satisfied
after giving effect to any Investment made pursuant to this subclause (iv), such Investments in Restricted Subsidiaries
that are not Loan Parties, together with other Investments made by Loan Parties in Restricted Subsidiaries that are not Loan Parties
pursuant to this subclause (iv) made at any other time when the Payment Condition was not satisfied, shall not exceed
an aggregate amount at any one time outstanding equal to the greater of (x) $300,000,000 and (y) 6.0% of Consolidated
Total Assets as of the last day of the most recently ended Test Period (provided, that (x) notwithstanding anything
to the contrary in this clause (g), a Loan Party may make an Investment in a Restricted Subsidiary that is not a Loan Party
if such Investment is part of a Series of Cash Neutral Transactions and no Event of Default has occurred and is continuing
at the time such Investment is made and (y) any loans or advances by any Restricted Subsidiary of Holdings that is not a Loan
Party to a Loan Party shall be subject to the subordination provisions contained in the Intercompany Note and (z) any obligations
of Restricted Subsidiaries that are not Loan Parties to a Loan Party in connection with an Investment permitted under subclause
(g)(iv) above, shall be evidenced by an Intercompany Note which shall be promptly delivered to Agent (with any necessary endorsement
in blank);


 






    208


     


    

 


(h)            Permitted
Acquisitions; provided, that, unless the Payment Condition is satisfied, the amount of such Permitted Acquisitions of Persons
that do not become Loan Parties and/or assets that do not constitute Collateral shall not exceed (A) with respect to any individual
Permitted Acquisition, the greater of (x) $115,000,000 and (y) 2.3% of Consolidated Total Assets as of the last day of
the most recently ended Test Period and (B) with respect to all Permitted Acquisitions in the aggregate for which the Payment
Condition was not satisfied at the applicable time of determination, the greater of (x) $225,000,000 and (y) 3.9% of
Consolidated Total Assets as of the last day of the most recently ended Test Period;


 


(i)             Investments
constituting non-cash proceeds of sales, transfers and other dispositions of assets to the extent permitted by Section 9.2.4
(other than Section 9.2.4(d));


 


(j)             Investments
by a Loan Party or a Restricted Subsidiary resulting from a disposition of stock or assets by another Loan Party or Restricted
Subsidiary permitted by Section 9.2.4 (other than Section 9.2.4(d));


 


(k)            the
Loan Parties and the Restricted Subsidiaries (other than the Unit Subsidiary) may make Investments (i) so long as the Payment
Condition is met after giving effect to such Investment; or (ii) if the Payment Condition is not satisfied after giving effect
to such Investment, all Investments under this subclause (k)(ii) made at any time the Payment Condition is not satisfied
shall not exceed an aggregate amount at any one time outstanding equal to the sum of (1) the greater of (x) $115,000,000
and (y) 2.3% of Consolidated Total Assets as of the last day of the most recently ended Test Period plus (2) (a) the
aggregate amount available pursuant to Section 9.2.6(c) that has not otherwise been used to pay a Dividend or
make a prepayment, repurchase, redemption, other defeasances or sinking fund payments of Junior Debt plus (b) the aggregate
amount available pursuant to Section 9.2.7(a)(i)(x) that has not otherwise been used to make a prepayment, repurchase
or redemption of Junior Debt; provided, that Investments made pursuant to clause (2) will reduce the amount
of Dividends or prepayments, repurchases, redemptions, other defeasances or sinking fund payments with respect to Junior Debt that
may be made pursuant to the aforementioned provisions (and, in the case of loans or advances made to or from the Loan Parties pursuant
to this clause (ii), any applicable conditions contained in subclauses (y) and (z) of clause (g),
above, are satisfied);


 


(l)             Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the Ordinary Course of Business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors and other credits to suppliers in the Ordinary Course of Business;


 






    209


     


    

 


(m)           Investments
in the Ordinary Course of Business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4
customary trade arrangements with customers consistent with past practices;


 


(n)            advances
of payroll payments to its employees in the Ordinary Course of Business;


 


(o)            Guarantee
Obligations of any Loan Party or any Restricted Subsidiary (other than the Unit Subsidiary) of leases (other than Capital Leases)
or of other obligations that do not constitute Indebtedness, in each case entered into in the Ordinary Course of Business or that
are otherwise permitted pursuant to Section 9.2.1(b)(v);


 


(p)            Investments
of a Restricted Subsidiary acquired after the Closing Date or of any Person merged into any Loan Party or merged or consolidated
with a Restricted Subsidiary in accordance with Section 9.2.3 (other than pursuant to the carveout in the introductory
paragraph thereof) after the Closing Date to the extent that such Investments were not made in contemplation of or in connection
with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;


 


(q)            Investments
made after the Closing Date by the Borrowers or any of their Restricted Subsidiaries in an aggregate outstanding amount not to
exceed the portion, if any, of the Available Excluded Contribution Amount on such date that the Administrative Borrower elects
to apply to this clause (q) (which amounts shall reduce the amount of the Available Excluded Contribution Amount that
may be applied for any other purpose hereunder);


 


(r)             Investments
by any Restricted Subsidiary that is not a Loan Party in a Receivables Entity pursuant to a Qualified Receivables Transaction;


 


(s)            loans
and advances to any direct or indirect parent of any Borrower in lieu of, and not in excess of the amount of, Dividends to the
extent permitted to be made to such parent in accordance with Section 9.2.6, subject to the limitations contained therein;


 


(t)             Investments
made by a Loan Party or a Restricted Subsidiary to repurchase or retire Equity Interests of Holdings (or any Parent Entity) owned
by any employee stock ownership plan or key employee stock ownership plan of any Borrower (or any direct or indirect parent thereof);


 


(u)            Investments
in hedge obligations permitted under Section 9.2.1(b)(viii);


 


(v)            Investments
in Unrestricted Subsidiaries not to exceed an aggregate amount at any one time outstanding equal to the greater of (x) $75,000,000
and (y) 1.3% of Consolidated Total Assets as of the last day of the most recently ended Test Period;


 


(w)            (i) Investments
in Subsidiaries and joint ventures in connection with reorganizations and related activities related to tax planning; provided,
that, after giving effect to any such reorganization and/or related activity, the value of the guarantees provided for herein and
the security interest of Agent in the Collateral, taken as a whole, are not materially impaired, and (ii) Investments made
in joint ventures as required by, or made pursuant to, buy/sell arrangements between the joint venture parties set forth in joint
venture agreements and similar binding arrangements in effect on the Closing Date (and any modification, replacement, renewal or
extension of such Investments so long as no such modification, renewal or extension thereof increased the amount of any such Investment
except by the terms thereof or as otherwise permitted by this Section 9.2.5); and


 






    210


     


    

 


(x)            Investments
consisting of advances and loans (but not sales on open account on ordinary course of business terms) made in the ordinary course
of business, including those made to finance the sale of Inventory, not to exceed $2,000,000 outstanding at any one time to any
one Person and $10,000,000 in the aggregate outstanding at any one time.


 


9.2.6            Limitation
on Dividends. No Loan Party or any Restricted Subsidiary shall declare or pay any dividends (other than dividends
payable solely in its Stock (other than Disqualified Stock)) or return any capital to its stockholders or make any other distribution,
payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly
or indirectly, for consideration, any shares of any class of its Stock or other Equity Interests or the Stock or other Equity
Interests of any direct or indirect parent now or hereafter outstanding, or set aside any funds for any of the foregoing purposes
(all of the foregoing “Dividends”); provided, that this Section 9.2.6 shall not prevent
any Dividend or payment if the Payment Condition is met with respect to such Dividend or payment at the time thereof and after
giving effect thereto or, in the case of a Limited Condition Transaction, at the LCT Test Date; provided, further,
that:


 


(a)            so
long as no Event of Default exists or would exist after giving effect thereto, the Loan Parties and their Restricted Subsidiaries
(other than the Unit Subsidiary) may redeem in whole or in part any of its Stock or other Equity Interests for another class of
its Stock or other Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Stock
or other Equity Interests, provided, that such new Stock or other Equity Interests contain terms and provisions at least
as advantageous to the Lenders in all respects material to their interests as those contained in the Stock or other Equity Interests
redeemed thereby;


 


(b)            so
long as no Event of Default exists or would exist after giving effect thereto, the Loan Parties and their Restricted Subsidiaries
(other than the Unit Subsidiary) may (or may make Dividends to permit any direct or indirect parent thereof to) repurchase shares
of Holdings’ (or a Parent Entity’s) Stock or other Equity Interests held by present or former officers, directors,
employees or consultants of the Loan Parties and the Restricted Subsidiaries (or any such parent), so long as such repurchase is
pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder
agreements; provided, that the aggregate amount of all cash paid in respect of all such shares so repurchased in any calendar
year does not exceed in any calendar year the sum of (i) the greater of (x) $25,000,000 and (y) 0.5% of Consolidated
Total Assets as of the last day of the most recently ended Test Period (with unused amounts in any calendar year being carried
over to succeeding calendar years; provided that Dividends made under this clause (b)(i) do not exceed the greater
of (x) $60,000,000 and (y) 1.2% of Consolidated Total Assets as of the last day of the most recently ended Test Period
in any calendar year); plus (ii) all amounts obtained by Holdings (or a Parent Entity) (to the extent contributed to
a Borrower) during such calendar year from the sale of such Stock or other Equity Interests to other officers, directors, employees
or consultants of Holdings and its Subsidiaries in connection with any permitted compensation and incentive arrangements plus
(iii) all amounts obtained from any key-man life insurance policies received during such calendar year;


 






    211


     


    

 


(c)           so
long as no Event of Default exists or would exist after giving effect thereto, the Loan Parties and their Restricted Subsidiaries
(other than the Unit Subsidiary) may pay additional Dividends in an aggregate amount per annum not to exceed the greater of (x) $125,000,000
and (y) 5.0% of Market Capitalization as of the last day of the most recently ended Test Period, less (y) the
amount of voluntary prepayments, repurchases, redemptions, other defeasances and sinking fund payments in respect of Junior Debt
made pursuant to Section 9.2.7(a)(i)(y) and less (z) the amount of Investments made pursuant to clause
(2)(a) of Section 9.2.5(k)(ii);


 


(d)           each
Loan Party and each Restricted Subsidiary may pay Dividends:


 


(i)            so
long as no Specified Default exists or would exist after giving effect thereto, to its direct or indirect parent in amounts sufficient
(when combined with loans and advances made by the Loan Parties for such purpose under Section 9.2.5(g)(iv)) for any
such parent to pay its income tax obligations for so long as such Loan Party is a member of a group filing a consolidated, combined,
unitary, affiliated or other similar tax return with such parent; provided that the amount of Dividends paid under this
clause (i) in respect of income tax obligations is limited to the extent such tax liability is directly attributable
to the taxable income of such Loan Party (that are included in such consolidated, combined, unitary, affiliated or other similar
tax return), determined as if such Loan Party and its Restricted Subsidiaries filed a separate consolidated, combined, unitary,
affiliated or other similar tax return as a stand-alone group and will be used to pay (or to make Dividends to allow any direct
or indirect parent to pay), within thirty (30) days of the receipt thereof, the tax liability in each relevant jurisdiction in
respect of such consolidated, combined, unitary, affiliated or other similar returns;


 


(ii)           the
proceeds of which (when combined with loans and advances made by the Loan Parties for such purpose under Section 9.2.5(g)(iv))
shall be used to allow any direct or indirect parent of such Loan Party to pay (A) its accrued operating expenses incurred
in the Ordinary Course of Business and other accrued corporate overhead costs and expenses (including administrative, legal, accounting
and similar expenses provided by third parties), which are reasonable and customary and incurred in the Ordinary Course of Business
of WS International (or any Parent Entity) plus any reasonable and customary indemnification claims made by directors or officers
of WS International (or any parent thereof) attributable to the ownership or operations of WS International and its Subsidiaries
or (B) fees and expenses otherwise (1) due and payable by WS International or any of its Subsidiaries and (2) permitted
to be paid by WS International or such Subsidiary under this Agreement;


 






    212


     


    

 


(iii)          without
duplication of clause (i), above, the proceeds of which (when combined with loans and advances made by the Loan Parties
for such purpose in reliance on Section 9.2.5(g)(iii)) shall be used to pay franchise taxes and other fees, similar
taxes and expenses required, in each case, to maintain the corporate existence of any Parent Entity within thirty (30) days of
the receipt thereof;


 


(iv)          constituting
repurchases of Stock or other Equity Interests upon the cashless exercise of stock options; and


 


(v)           the
proceeds of which are applied on the Closing Date, solely to effect the consummation of the Transactions;


 


(e)           (i) any
Restricted Subsidiary that is not a Loan Party may pay Dividends to a Loan Party, to any other Restricted Subsidiary or to its
equityholders ratably and (ii) any Loan Party may pay a Dividend to any other Loan Party (provided that if any Dividend by
a US Loan Party to a non-US Loan Party consists of a distribution of Specified Assets exceeding the greater of (x) $75,000,000
and (y) 1.3% of Consolidated Total Assets as of the last day of the most recently ended Test Period or of Stock or all or
a substantial portion of the assets of any US Loan Party, such US Loan Party shall deliver an updated Borrowing Base Certificate,
giving effect to such Dividend and showing compliance with the applicable Borrowing Base) or any Restricted Subsidiary that is
not a Loan Party if, in the case of a payment to a Restricted Subsidiary that is not a Loan Party, (x) such Dividend is a
part of a series of transactions by which such Dividend is ultimately and promptly paid to a Loan Party or (y) such Dividend
is part of a Dividend being made to the equityholders of any class of such Loan Party ratably;


 


(f)           the
Loan Parties and the Restricted Subsidiaries may make additional Dividends in an amount not to exceed the portion, if any, of the
Available Excluded Contribution Amount on such date that the Administrative Borrower elects to apply to this clause (f) (which
amounts shall reduce the amount of the Available Excluded Contribution Amount that may be applied for any other purpose hereunder);


 


(g)           the
Loan Parties and other Restricted Subsidiaries may make additional Dividends within sixty (60) days after the date of the declaration
thereof or the provision of a redemption notice with respect thereto, as the case may be, if (i) at the date of such declaration
or notice, such Dividend would have complied with another provision of this Section 9.2.6 and (ii) the Administrative
Borrower reasonably expects, as of such date of declaration or such date of provision of a redemption notice, the Loan Parties
and the other Restricted Subsidiaries to be able to comply with such other provision of this Section 9.2.6 through
either (x) the end of such sixty (60) day period or (y) if earlier, the latest date on which such declaration or provision
of a redemption notice allows for such Dividend to be made; provided, that the making of any such Dividend will reduce capacity
for Dividends pursuant to such other provision of this Section 9.2.6 when the declaration or provision of a redemption
notice is so made; and


 






    213


     


    

 


(h)            so
long as no Event of Default exists or would exist after giving effect thereto, the Loan Parties and Restricted Subsidiaries may
make Dividends to Holdings or any Parent Entity in an aggregate amount per annum not to exceed 6% of the net cash proceeds received
by or contributed to WS International from a capital contribution to Holdings or the issuance or offering of Equity Interests of
Holdings, other than (x) with respect to Disqualified Stock, (y) to the extent such proceeds constitute Available Excluded
Contribution Amounts the Administrative Borrower has elected to apply to clause (f) above or any other provision of
this Agreement or (z) with respect to a Cure Amount.


 


9.2.7            Limitations
on Debt Payments and Amendments; Limitations on Repayment of Intercompany Indebtedness.


 


(a)            No
Loan Party will, or will permit any Restricted Subsidiary to, voluntarily prepay, repurchase or redeem or otherwise defease, or
make any sinking fund payment in respect of, any Junior Debt prior to the stated maturity thereof (other than Indebtedness owing
to a Loan Party or any Restricted Subsidiary); provided, that this clause (a) shall not prevent the voluntary
prepayment, repurchase, redemption or defeasance of, or the making of any sinking fund payment in respect of, any Junior Debt if
the Payment Condition is met at the time thereof and after giving effect thereto; provided, further, that (i) so
long as no Event of Default exists or would exist after giving effect thereto, any Loan Party or any Restricted Subsidiary (other
than the Unit Subsidiary) may prepay, repurchase, redeem or otherwise defease, or make any sinking fund payment in respect of,
Junior Debt in an aggregate amount not to exceed (x) the greater of (x) $300,000,000 and (y) 6.0% of Consolidated
Total Assets as of the last day of the most recently ended Test Period, plus (y) the aggregate amount available pursuant
to Section 9.2.6(c) that has not otherwise been used to pay a Dividend or make an Investment, less (z) the
amount of Investments made pursuant to clause (2)(b) of Section 9.2.5(k)(ii) in reliance on this Section 9.2.7(a),
(ii) such Junior Debt may be refinanced with the proceeds of Refinancing Indebtedness and (iii) any Loan Party or any
Restricted Subsidiary (other than the Unit Subsidiary) may prepay, repurchase, redeem or otherwise defease, or make any sinking
fund payment in respect of Junior Debt (A) in exchange for, or with proceeds of any issuance of, Equity Interests (other than
Disqualified Stock) of the Loan Parties and/or any Restricted Subsidiaries (other than the Unit Subsidiary) and/or any capital
contribution in respect of such Equity Interests, in each case, other than any amounts constituting a Cure Amount or any amount
that has been added to the Available Excluded Contribution Amount or any amount that is otherwise applied to make a Dividend or
a prior voluntary prepayment, repurchase, redemption, other defeasances or sinking fund payment in respect of Junior Debt, (B) as
a result of the conversion of all or any portion of any Junior Debt into Equity Interests of any Loan Party and/or any Restricted
Subsidiary (other than the Unit Subsidiary) (other than Disqualified Stock), (C) in the form of payment-in-kind interest with
respect to any Junior Debt that is permitted under Section 9.2.1 and (D) in an aggregate amount not to exceed
the portion, if any, of the Available Excluded Contribution Amount on such date that the Administrative Borrower elects to apply
to this clause (a)(iii)(D) (which amounts shall reduce the amount of the Available Excluded Contribution Amount that
may be applied for any other purpose hereunder).


 


(b)            No
Loan Party will, or will permit any Restricted Subsidiary to, waive, amend or modify any of the 2023 Senior Secured Note Documents
or the 2025 Senior Secured Note Documents, in each case to the extent that any such waiver, amendment or modification would be
materially adverse to the Lenders.


 






    214


     


    

 


(c)            No
Loan Party will, or will permit any Restricted Subsidiary to, waive, amend, modify or terminate the Master Lease Agreements or
the Unit Subsidiary Management Agreement in any way that is materially adverse to the interests of the Lenders.


 


9.2.8            Limitations
on Sale Leasebacks. No Loan Party will, or will permit any Restricted Subsidiary to, enter into or effect any Sale
Leasebacks other than Permitted Sale Leasebacks; provided, that the aggregate amount of such Indebtedness in connection
with such Sale Leaseback is permitted under Section 9.2.1.


 


9.2.9            Changes
in Business. The Loan Parties and the Restricted Subsidiaries, taken as a whole, will not fundamentally and substantively
alter the character of their business, taken as a whole, from the business conducted by the Loan Parties and the Restricted Subsidiaries,
taken as a whole, on the Closing Date and other Similar Businesses.


 


9.2.10          Burdensome
Agreements. No Loan Party will, or will permit any Restricted Subsidiary that is not a Loan Party to enter
into (a) any prohibition or restriction on any Restricted Subsidiary to pay any Dividends to a Borrower or any other
Loan Party (other than any such prohibition or restriction in the Loan Documents), (b) any prohibition or restriction on
any Restricted Subsidiary to transfer property to or loan money to or otherwise invest in any Loan Party (other than any such
prohibition or restriction in the Loan Documents), or (c) any prohibition or restriction (including any agreement to
provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of Agent and the
Secured Parties) on the creation or existence of any Lien upon the Collateral of any Loan Party to secure the Obligations
(other than under the documents governing any Purchase Money Indebtedness and Capital Lease Obligations so long as such
restrictions are limited to the property subject thereto), other than, in each case, (A) by reason of Applicable Law,
(B) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Loan
Party or Restricted Subsidiary, (C) customary provisions restricting assignment of any licensing agreement (in which any
Loan Party or Restricted Subsidiary is the licensee) or other contract entered into by any Loan Party or Restricted
Subsidiary in the Ordinary Course of Business, (D) restrictions on the transfer of any asset pending the close of the
sale of such asset, (E) pursuant to the terms of any Indebtedness incurred pursuant to Sections 9.2.1(a) ̧ 9.2.1(b)(i)(B) or (C), 9.2.1(b)(vi),
9.2.1(b)(ix), 9.2.1(b)(xi), 9.2.1(b)(xviii), 9.2.1(b)(xx) and 9.2.1(b)(xxii) (provided
that, with respect to clause (c) above, (i) in the case of Indebtedness incurred pursuant to Sections
9.2.1(a), 9.2.1(b)(i)(B) or (C), 9.2.1(b)(xi), 9.2.1(b)(xviii), 9.2.1(b)(xx) or 9.2.1(b)(xxii),
any such prohibition or restriction is no more restrictive than those in the 2025 Senior Secured Notes Documents as in effect
on the Closing Date and (ii) in the case of Indebtedness incurred pursuant to Sections 9.2.1(b)(vi) or 9.2.1(b)(ix),
any such prohibition or restriction is limited to the property or Person subject thereto), (F) existing on the Closing
Date and (to the extent not otherwise permitted by this Section 9.2.10) are listed on Schedule 9.2.10 and
to the extent such contractual obligations are set forth in an agreement evidencing Indebtedness, are set forth in any
agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension
or refinancing does not expand the scope of such contractual obligation, (G) binding only a Loan Party (and not any
other Person) at the time such Loan Party first becomes a Loan Party or are assumed in connection with an acquisition of
assets permitted hereunder (so long as such prohibitions, restrictions and contractual obligations only apply to such
acquired assets), so long as such prohibitions, restrictions and contractual obligations were not entered into solely in
contemplation of such Person becoming a Loan Party or in connection with such acquisition, (H) arising in connection
with any Disposition permitted by Section 9.2.4 (but only to the extent relating directly to the property to be
disposed of), (I) customary provisions in joint venture agreements and other similar agreements applicable to joint
ventures permitted under Section 9.2.5, (J) customary restrictions on leases, subleases, licenses,
sublicenses, asset sale agreements or other similar agreements entered into in the Ordinary Course of Business (including
with respect to intellectual property) so long as such restrictions relate to the assets subject thereto,
(K) restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of
Business, (L) restrictions or conditions contained in any trading, netting, operating, construction, service, supply,
purchase, sale or other agreement to which any Loan Party is a party entered into in the Ordinary Course of Business; provided,
that such agreement prohibits the encumbrance of solely the property or assets of such Loan Party that are the subject of
such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or
property of such Loan Party or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary,
(M) purchase money obligations for property acquired in the Ordinary Course of Business and Capitalized Lease
Obligations that impose restrictions on the transfer of the property so acquired, (N) in any agreement for any
Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts
the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending
such Disposition, (O) arising under or as a result of the terms of any license, authorization, concession or permit, and
(P) any encumbrances or restrictions of the type referred to in clauses (a), (b), (c) and (d) above
imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings of the contracts, instruments or obligations referred to in clauses (A) through (Q) above; provided that
such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are
not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to
such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.


 






    215


     


    




 


9.2.11            Amendments
of Organizational Documents; etc. The Loan Parties and their Restricted Subsidiaries shall not amend any of
their Organizational Documents, the Master Lease Agreements or the Unit Subsidiary Management Agreement, in any manner that
would reasonably be expected to be materially adverse to Agent or the Lenders.


 


9.2.12            Unit
Subsidiary. Notwithstanding anything to the contrary contained elsewhere in this Agreement, in no event shall (i) the
Unit Subsidiary be liquidated and/or dissolved, or (ii) the Unit Subsidiary be merged or consolidated with or into any Loan
Party or any of their respective Subsidiaries or any other Person.


 


9.2.13            Hedge
Agreements. The Loan Parties and their Restricted Subsidiaries shall not enter into Hedge Agreement other than
in the Ordinary Course of Business and not for speculative purposes.


 


9.2.14            Limitation
on Activities of Holdings. In the case of Holdings, notwithstanding anything to the
contrary in this Agreement or any other Loan Document:


 


(a)            Holdings
shall not conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any material business
or operations or own any material assets other than (i) its ownership of the Equity Interests of WS International and activities
incidental thereto (including, but not limited to, its indirect ownership of Subsidiaries of WS International), (ii) activities
incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related
thereto and activities relating to its employees, including filing Tax reports and paying Taxes and other customary obligations
in the ordinary course (and contesting any Taxes), preparing reports to Governmental Authorities and to its shareholders, holding
director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its
separate organizational structure or to comply with applicable law, (iii) activities relating to the performance of obligations
under the Loan Documents and the documentation governing other permitted Indebtedness to which it is a party, (iv) holding
Cash, Permitted Investments and other assets received in connection with permitted distributions or dividends received from, or
permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of,
or proceeds from the issuance of Equity Interests of, any Parent Entity pending application thereof, (v) providing indemnification
for its officers, directors, members of management, employees and advisors or consultants, (vi) issuing its own Equity Interests
and the making of Dividends, (vii) the receipt of Dividends permitted to be made to Holdings under Section 9.2.6
and (viii) activities related to the Transactions and activities incidental to any of the foregoing; and


 






    216


     


    

 


(b)            Holdings
shall not incur Indebtedness, or create, assume or suffer to exist any Liens, except (i) the Secured Obligations, (ii) Guarantee
Obligations in respect of Indebtedness that is permitted by Section 9.2.1, (iii) obligations with respect to its
Equity Interests and (iv) non-consensual obligations imposed by operation of law.


 


9.3            Consolidated
Fixed Charge Coverage Ratio. The Loan Parties shall maintain a Consolidated Fixed Charge Coverage Ratio for each
Test Period ending on the last day of the fiscal quarter occurring immediately prior to the occurrence of (and as of the last
day of each fiscal quarter ending during) a Financial Covenant Test Event not less than 1.0 to 1.0.


 


SECTION 10.         EVENTS
OF DEFAULT; REMEDIES ON DEFAULT


 


10.1         Events
of Default. Upon the occurrence of any of the following specified events (each, an “Event of Default”),
if the same shall occur for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise:


 


10.1.1            Payments.
Any Loan Party shall (a) default in the payment when due of any principal of the Loans, (b) default in the payment when
due of any interest on the Loans or any fees or any other amounts owing hereunder or under any other Loan Document and such default
shall continue for five (5) or more Business Days or (c) default on the reimbursement of any amounts drawn under a Letter
of Credit and such default shall continue for one (1) day beyond the relevant Canadian Reimbursement Date, UK Reimbursement
Date or US Reimbursement Date, as applicable; or


 


10.1.2            Representations, etc. Any
representation, warranty or statement made or deemed made by any Loan Party herein or in any Loan Document or any
certificate, statement, report or other document delivered or required to be delivered pursuant hereto or thereto shall prove
to be untrue in any material respect (or, to the extent qualified by materiality, material adverse effect or similar
language, untrue in any respect) on the date as of which made or deemed made; or


 






    217


     


    

 


10.1.3            Covenants.
Any Loan Party shall:


 


(a)            default
in the due performance or observance by it of any term, covenant or agreement contained in Sections 7.3.2, 9.1.1(g)(i),
9.1.18(a)(i) (solely with respect to Holdings or any Borrower), 9.2 or 9.3;


 


(b)            default
in the due performance or observance by it of any term, covenant or agreement contained in Section 9.1.1(e) and,
other than with respect to the furnishing of any Borrowing Base Certificate required to be so furnished on a weekly basis, such
default shall continue unremedied for a period of five (5) or more Business Days;


 


(c)            default
in the due performance or observance by it of any term, covenant or agreement contained in Section 9.1.1(f) and
(g)(ii) and such default shall continue unremedied for a period of fifteen (15) days or more after the earlier of the
date on which a Senior Officer of such Loan Party has knowledge of such default and the date of receipt of written notice by such
Loan Party from Agent or the Required Lenders; or


 


(d)            default
in the due performance or observance by it of any term, covenant or agreement (other than those referred to in Section 10.1.1
or 10.1.2 or clauses (a), (b) or (c) of this Section 10.1.3) contained in this
Agreement or any other Loan Document and such default shall continue unremedied for a period of at least thirty (30) days from
the earlier of (x) a Senior Officer of any Loan Party having knowledge of such default and (y) receipt of written notice
by such Loan Party from Agent or the Required Lenders; or


 


10.1.4            Default
Under Other Agreements. (a) Any of the Loan Parties or any of the Restricted Subsidiaries shall (i) default
in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate, for such
Loan Parties and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under
which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating
to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event
shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become
due prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness
shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or
as a mandatory prepayment, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements),
prior to the stated maturity thereof; or


 






    218


     


    

 


10.1.5            Bankruptcy, etc. (a) Holdings,
any Borrower or any Material Subsidiary shall commence a voluntary Insolvency Proceeding; (b) an involuntary Insolvency
Proceeding is commenced against Holdings, any Borrower or any Material Subsidiary and the petition is not dismissed or stayed
within 60 days after commencement thereof; (c) a Creditor Representative or similar Person is appointed for, or takes
charge of, all or substantially all of the property of Holdings, any Borrower or any Material Subsidiary; (d) Holdings,
any Borrower or any Material Subsidiary commences any other proceeding or action under any reorganization, arrangement,
composition, adjustment of debt, relief of debtors, dissolution, winding-up, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to Holdings, any Borrower or any Material Subsidiary; (e) there
is commenced against Holdings, any Borrower or any Material Subsidiary any proceeding referred to in clause
(d) above or action that remains undismissed or unstayed for a period of 60 days; (f) Holdings, any Borrower or
any Material Subsidiary is adjudicated insolvent or bankrupt by a court of competent jurisdiction; (g) Holdings, any
Borrower or any Material Subsidiary suffers any appointment of any Creditor Representative or the like for it or any
substantial part of its Property to continue undischarged or unstayed for a period of 60 days; (h) Holdings, any
Borrower or any Material Subsidiary makes a general assignment for the benefit of creditors; (i) any corporate action is
taken by Holdings, any Borrower or any Material Subsidiary for the purpose of effecting any of the foregoing; or
(j) with respect to the UK Loan Parties (in addition to the preceding provisions of this Section 10.1.5,
such provisions not to be deemed to otherwise limit the following): (i) such UK Loan Party suspends or threatens in
writing to suspend making payment on any of its debts, is unable or admits in writing its inability to pay its debts as they
fall due or is deemed to, or is declared to, be unable to pay its debts under Applicable Law; (ii) a petition is
presented or meeting convened or application made for the purpose of appointing an administrator (either in or out of court)
or receiver or other similar officer of, or for the making of an administration order in respect of, any UK Loan Party and
(A) (other than in the case of a petition to appoint an administrator) such petition or application is not discharged
within 14 days; or (B) in the case of a petition to appoint an administrator, Agent is not satisfied that it will be
discharged before it is heard; (iii) any corporate action, legal proceedings or other procedure or step is taken in
relation to a composition, compromise, assignment or arrangements with any creditor of a UK Loan Party; (iv) any meeting
of any UK Loan Party is convened for the purpose of considering any resolution for (or to petition for) its winding up or any
UK Loan Party passes such a resolution; (v) a petition is presented for the winding-up of any UK Loan Party (other than
a frivolous or vexatious petition discharged within 14 days of being presented or any other petition which is contested on
bona fide grounds and discharged at least 7 days before its hearing date); or (vi) any order is made or resolution
passed or other action taken for the suspension of payments, protection from creditors or bankruptcy or insolvency of any UK
Loan Party; or


 


10.1.6            ERISA.
(a) Any US Employee Plan shall fail to satisfy the minimum funding standards required for any plan year or part thereof under
Sections 412 and 430 of the Code or Sections 302 or 303 of ERISA or a waiver of such standard or extension of any amortization
period is sought or granted under Section 302(c) of ERISA or Section 412(c) of the Code; any Reportable Event
shall have occurred with respect to any US Employee Plan; any US Employee Plan is or shall have been terminated or is the subject
of termination proceedings under ERISA (including the giving of written notice thereof); an event shall have occurred or a condition
shall exist in either case entitling the PBGC to terminate any US Employee Plan or to appoint a trustee to administer any US Employee
Plan (including the giving of written notice thereof); any US Loan Party or any ERISA Affiliate has incurred or is likely to incur
a liability to or on account of a US Employee Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069 of ERISA
or Section 4971 or 4975 of the Code, or on account of a Multiemployer Plan pursuant to Section 4201 or 4204 of ERISA
(including the giving of written notice thereof); (b) there could result from any event or events set forth in clause
(a) of this Section 10.1.6 the imposition of a lien, the granting of a security interest, or the incurrence
of any liability, or the reasonable likelihood of incurring a lien, security interest or liability; and (c) any such lien,
security interest or liability will or would be reasonably likely to have a Material Adverse Effect.


 






    219


     


    

 


10.1.7            Canadian
Pension Plans and UK Pensions Regulation


 


(a)            (i) A
Termination Event shall occur or any Canadian Multi-Employer Plan shall be terminated, in each case, in circumstances which would
result or would reasonably be expected to result in a Canadian Loan Party being required to make a contribution to or in respect
of a Canadian Pension Plan or a Canadian Multi-Employer Plan or results in the appointment, by the FSCO, of an administrator to
wind-up a Canadian Pension Plan, (ii) any Canadian Loan Party is in default with respect to any required contributions to
a Canadian Pension Plan, or (iii) any Lien arises (save for contribution amounts not yet due) in connection with any Canadian
Pension Plan, provided, that the events set forth in clause (i), individually or in the aggregate, would reasonably
be expected to result in a Material Adverse Effect (it being acknowledged that, for purposes of this Section, funding deficiencies
and other benefit liabilities existing as of the Closing Date shall be included in the determination of whether a Material Adverse
Effect has occurred or exists); or


 


(b)           The
Pensions Regulator issues a Financial Support Direction or a Contribution Notice to any UK Loan Party and such Financial Support
Direction or Contribution Notice will or would be reasonably likely to have a Material Adverse Effect; or


 


10.1.8            Guarantee.
Any Guarantee of a Loan Party shall cease to be in full force or effect or any such Loan Party thereunder or any Loan Party shall
deny or disaffirm, or purports to revoke, terminate or rescind, in writing, any such Loan Party’s obligations under the
Guarantee, in each case, other than in a transaction not prohibited hereby; or


 


10.1.9            Security
Documents. Any Security Document pursuant to which the assets of any Loan Party are pledged, charged, mortgaged
or otherwise secured as Collateral (whether or not any non-Loan Party is a party thereto) shall cease to be in full force or effect
(other than pursuant to the terms hereof or thereof and other than as a result of Agent failing to file any continuation statements
required under the Uniform Commercial Code or the PPSA or take similar action on a timely basis) or any Loan Party shall deny
or disaffirm, or purports to revoke, terminate or rescind, in writing any grantor’s obligations under such Security Document;
or


 


10.1.10          Judgments.
One or more judgments or decrees shall be entered against any Loan Party or any of the Restricted Subsidiaries (i) involving
a liability of $100,000,000 or more in the aggregate for all such judgments and decrees for the Loan Parties and the Restricted
Subsidiaries (to the extent not paid or fully covered by insurance provided by a carrier not disputing coverage) or (ii) in
the case of non-monetary judgments, which would reasonably be expected to result in a Material Adverse Effect, and any such judgments
or decrees shall not have been satisfied, vacated, discharged or stayed or bonded pending appeal within 60 days from the entry
thereof; or


 


10.1.11          Change
of Control. A Change of Control shall occur; or


 






    220


     


    

 


10.1.12          Intercreditor;
Subordination. The Intercreditor Agreement or any material provision thereof shall be invalidated or otherwise
cease to constitute the legal, valid and binding obligations of the Second Lien Claimholders (as defined therein), enforceable
in accordance with its terms (to the extent that any Indebtedness held by such parties remains outstanding) or the subordination
or intercreditor provisions of any document or instrument evidencing or relating to any Subordinated Indebtedness having a principal
amount in excess of $100,000,000 shall be invalidated or otherwise cease to be legal, valid and binding obligations of the holders
of such Subordinated Indebtedness, enforceable in accordance with their terms; or


 


10.1.13          Inability
to Pay Debts; Attachment. (i) Any Loan Party admits in writing its inability to pay its debts as they become
due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material
part of the property of any Loan Party and is not released, vacated or fully bonded within 60 days after its issue or levy; or


 


10.1.14          Invalidity
of Loan Documents. This Agreement, at any time after its execution and delivery and for any reason other than as
expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan
Party or any Subsidiary thereof contests in any manner any of its Obligations under this Agreement or any material obligations
under any Loan Document other than this Agreement or a Loan Document not referred to in Section 10.1.8, Section 10.1.9
or Section 10.1.12; or any Loan Party denies or disaffirms its Obligations under, or purports to revoke, terminate
or rescind, in writing any of its Obligations under this Agreement or any of its material obligations under any such other Loan
Document;


 


then, (1) upon the occurrence of any
Event of Default described in Section 10.1.5 with respect to any Person other than a UK Loan Party, automatically,
and (2) upon the occurrence of any other Event of Default, upon a determination by Agent, or at the request of (or with the
consent of) the Required Lenders, upon notice to the Administrative Borrower by Agent, (A) the Revolver Commitment of each
Lender and the obligation of any Fronting Bank to issue any Letter of Credit shall immediately terminate; (B) each of the
following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of
any kind, all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest
on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding
(regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time
to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other
Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.2.2,
2.3.2 or 2.4.2; (C) Agent may enforce any and all Liens and security interests created pursuant to Security
Documents and may exercise any other rights and remedies available to it under the Loan Documents, at law or in equity; and (D) Agent
shall direct the Borrowers to pay (and each Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event
of Default specified in Section 10.1.5 to pay) to Agent such additional amounts of cash as reasonably requested by
any Fronting Bank, to be held as security for the Borrowers’ reimbursement Obligations in respect of Letters of Credit then
outstanding.


 






    221


     


    

 


10.2            Cure
Right. (a) Notwithstanding anything to the contrary contained in Section 10.1,
in the event that the Loan Parties fail to comply with the covenant contained in Section 9.3 (the “Financial
Performance Covenant”) with respect to any fiscal quarter, after the end of such fiscal quarter until the expiration
of 15 Business Days subsequent to the date on which financial statements with respect to the fiscal quarter for which Financial
Performance Covenant is being measured are required to be delivered pursuant to Section 9.1.1(a) or (b),
any Specified Holder shall have the right to make a Specified Equity Contribution to Holdings (collectively, the “Cure
Right”), and upon the receipt by the Administrative Borrower from Holdings (which shall contribute such amount in cash
as common equity of the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by a Specified
Holder of such Cure Right (and so long as such Cure Amount is actually received by the Administrative Borrower no later than 15
Business Days after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance
Covenant is being measured are required to be delivered pursuant to Section 9.1.1(a) or (b)) and notice
from the Administrative Borrower to Agent as to the fiscal quarter with respect to which such Cure Amount is made, then the Financial
Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any pro
forma or actual reduction in Indebtedness in such fiscal quarter made with all or any portion of such Cure Amount or any portion
of the Cure Amount on the balance sheet of the Administrative Borrower and its Restricted Subsidiaries (including for purposes
of determining the amount of Consolidated Total Debt), provided that, to the extent any portion of the Cure Amount is actually
used to repay Indebtedness, such repayment and the effects thereof shall be regarded for all purposes of this Agreement in any
quarter following the quarter in which such Cure Right was exercised):


 


(i)            Consolidated
EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence
of an Event of Default set forth in Section 10.1 resulting from a breach of the Financial Performance Covenant and
not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such fiscal quarter and any four fiscal
quarter period that contains such fiscal quarter; and


 


(ii)            if,
after giving effect to the foregoing recalculations, the Loan Parties shall then be in compliance with the requirements of the
Financial Performance Covenant, the Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance
Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith
at such date, and any applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured
for purposes of this Agreement.


 


(b)            Notwithstanding
anything herein to the contrary, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters
in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes
of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than five times during
the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes
of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing
Consolidated EBITDA as provided in clause (a) above) or any available basket or thresholds under this Agreement and
shall not result in any adjustment to any amounts or calculations other than the amount of the Consolidated EBITDA to the extent
provided in clause (a) above. Neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate
the Revolver Commitments and none of Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take
possession of the Collateral or exercise any other remedy pursuant to Section 10.1, the other Loan Documents or Applicable
Law prior to the 15th Business Day after the date on which financial statements with respect to the fiscal quarter for
which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 9.1.1(a) or
(b) solely on the basis of an Event of Default having occurred and being continuing due to a breach of the Financial
Performance Covenant (except to the extent that the Administrative Borrower has confirmed in writing that it does not intend to
provide a Specified Equity Contribution). For the avoidance of doubt, from the time that the Loan Parties fail to comply with the
Financial Performance Covenant until the time of the exercise of the Cure Right and the receipt by the Administrative Borrower
of the Cure Amount, the Borrowers shall not be able to borrow any Loans hereunder or request the issuance, extension or renewal
of any Letter of Credit hereunder.


 






    222


     


    

 


10.3         Setoff.
At any time during the continuation of an Event of Default, each of Agent, any Fronting Bank, any Lender, and any of their Affiliates
is authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any
time owing by Agent, Fronting Bank, such Lender or such Affiliate to or for the credit or the account of a Loan Party against
any Obligations, irrespective of whether or not Agent, such Fronting Bank, such Lender or such Affiliate shall have made any demand
under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a
branch or office of Agent, such Fronting Bank, such Lender or such Affiliate different from the branch or office holding such
deposit or obligated on such indebtedness; provided, that, to the extent prohibited by applicable law as described in the
definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall
be applied to any Excluded Swap Obligations of such Guarantor. The rights of Agent, each Fronting Bank, each Lender and each such
Affiliate under this Section 10.3 are in addition to other rights and remedies (including other rights of setoff)
that such Person may have.


 


10.4         Remedies
Cumulative; No Waiver.


 


10.4.1            Cumulative
Rights. All agreements, warranties, guaranties, indemnities and other undertakings of Loan Parties under the Credit
Documents are cumulative and not in derogation of each other. The rights and remedies of Agent and Lenders are cumulative, may
be exercised at any time and from time to time, concurrently or in any order, and are not exclusive of any other rights or remedies
available by agreement, by law, at equity or otherwise. All such rights and remedies shall continue in full force and effect until
Full Payment of all Obligations.


 


10.4.2            Waivers.
No waiver or course of dealing shall be established by (a) the failure or delay of Agent or any Lender to require strict
performance by the Loan Parties with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral
or otherwise; (b) the making of any Loan or issuance of any Letter of Credit during a Default, Event of Default or other
failure to satisfy any conditions precedent; or (c) acceptance by Agent or any Lender of any payment or performance by a
Loan Party under any Loan Documents in a manner other than that specified therein. It is expressly acknowledged by the Loan Parties
that any failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by satisfaction of such
covenant on a subsequent date.


 






    223


     


    

 


10.5         Judgment
Currency. If, for the purpose of obtaining judgment in any court or obtaining an order enforcing a judgment, it
becomes necessary to convert any amount due under this Agreement in any currency (hereinafter in this Section 10.5
called the “first currency”) into any other currency (hereinafter in this Section 10.5 called the “second
currency”), then the conversion shall be made at the Exchange Rate for buying the first currency with the second currency
prevailing at Agent’s close of business on the Business Day next preceding the day on which the judgment is given or (as
the case may be) the order is made. Any payment made by any Loan Party to any Credit Party pursuant to this Agreement in the second
currency shall constitute a discharge of the obligations of any applicable Loan Parties to pay to such Credit Party any amount
originally due to the Credit Party in the first currency under this Agreement only to the extent of the amount of the first currency
which such Credit Party is able, on the date of the receipt by it of such payment in any second currency, to purchase, in accordance
with such Credit Party’s normal banking procedures, with the amount of such second currency so received. If the amount of
the first currency falls short of the amount originally due to such Credit Party in the first currency under this Agreement, the
Loan Parties agree that they will indemnify each Credit Party against and save such Credit harmless from any shortfall so arising.
This indemnity shall constitute an obligation of each such Loan Party separate and independent from the other obligations contained
in this Agreement, shall give rise to a separate and independent cause of action and shall continue in full force and effect notwithstanding
any judgment or order for a liquidated sum or sums in respect of amounts due to any Credit Party under any Loan Documents or under
any such judgment or order. Any such shortfall shall be deemed to constitute a loss suffered by such Credit Party and Loan Parties
shall not be entitled to require any proof or evidence of any actual loss. If the amount of the first currency exceeds the amount
originally due to a Credit Party in the first currency under this Agreement, such Credit Party shall promptly remit such excess
to Loan Parties. The covenants contained in this Section 10.5 shall survive the Full Payment of the Obligations under
this Agreement.


 


SECTION 11.           AGENT


 


11.1        Appointment,
Authority and Duties of Agent.


 


11.1.1            Appointment
and Authority.


 


(a)            Each
Secured Party appoints and designates Bank of America as Agent under all Loan Documents. Agent may, and each Secured Party authorizes
Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for Agent’s
benefit and the Pro Rata benefit of the Secured Parties. Each Secured Party agrees that any action taken by Agent, the Required
Lenders, Required Facility Lenders, the Super-Majority Lenders or the Super-Majority Facility Lenders in accordance with the provisions
of the Loan Documents, and the exercise by Agent or Required Lenders of any rights or remedies set forth therein, together with
all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. Without limiting the
generality of the foregoing, Agent shall have the sole and exclusive authority to (i) act as the disbursing and collecting
agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (ii) execute
and deliver as Agent each Loan Document, including any intercreditor or subordination agreement (or joinder thereto), and accept
delivery of each Loan Document from any Loan Party or other Person; (iii) act as collateral agent for Secured Parties for
purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (iv) manage,
supervise or otherwise deal with Collateral; and (v) take any Enforcement Action or otherwise exercise any rights or remedies
with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be ministerial
and administrative in nature, and Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person
by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to determine whether any Accounts,
Rental Equipment, Equipment or Inventory constitute Eligible Accounts, Eligible Goods Inventory, Eligible Container Inventory Held
for Sale, Eligible Machinery and Equipment, Eligible Raw Materials Inventory, Eligible Real Property, Eligible Rental Equipment
or Eligible Work-In-Process Container Inventory, whether to impose or release any reserve, or whether any conditions to funding
or to issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall
exonerate Agent from liability to any Lender or other Person for any error in judgment.


 






    224


     


    

 


(b)            For
the purposes of holding any security granted to a Secured Party pursuant to the laws of the Province of Quebec each of the Secured
Parties hereby irrevocably appoints and authorizes Agent and, to the extent necessary, ratifies the appointment and authorization
of Agent, to act as the hypothecary representative of the Secured Parties as contemplated under Article 2692 of the Civil
Code, and to enter into, to take and to hold on its behalf, and for its benefit, any hypothec, and to exercise such powers and
duties that are conferred upon Agent under any hypothec. Agent shall: (i) have the sole and exclusive right and authority
to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to Agent pursuant
to any hypothec, applicable laws or otherwise, (ii) benefit from and be subject to all provisions hereof with respect to Agent
mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to
and indemnification by the Lenders, and (iii) be entitled to delegate from time to time any of its powers or duties under
any hypothec on such terms and conditions as it may determine from time to time. Any person who becomes a Lender shall, by its
execution of an Assignment and Acceptance, be deemed to have consented to and confirmed Agent as the hypothecary representative
of the Secured Parties as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by Agent in such
capacity. The substitution of Agent pursuant to the provisions of this Section 11 also constitute the substitution
of Agent in its capacity as hypothecary representative as aforesaid.


 


11.1.2            Duties.
Agent shall not have any duties except those expressly set forth in the Loan Documents. The conferral upon Agent of any right
shall not imply a duty to exercise such right, unless instructed to do so by Lenders in accordance with this Agreement.


 


11.1.3            Agent
Professionals. Agent may perform its duties through agents and employees. Agent may consult with and employ Agent
Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon,
any advice given by an Agent Professional. Agent shall not be responsible for the negligence or misconduct of any agents, employees
or Agent Professionals selected by it with reasonable care.


 






    225


     


    

 


11.1.4            Instructions
of Required Lenders. The rights and remedies conferred upon Agent under the Loan Documents may be exercised without
the necessity of joinder of any other party, unless required by Applicable Law. Agent may request instructions from the Required
Lenders, the Required Facility Lenders, the Super-Majority Lenders or the Super-Majority Facility Lenders or other Secured Parties
with respect to any act (including the failure to act) in connection with any Loan Documents, and may seek assurances to its satisfaction
from the Secured Parties of their indemnification obligations against all Claims that could be incurred by Agent in connection
with any act. Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Agent
shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders, Required Facility Lenders,
the Super-Majority Lenders or the Super-Majority Facility Lenders shall be binding upon all Secured Parties, and no Secured Party
shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting in accordance with
the instructions of such Lenders. Notwithstanding the foregoing, instructions by and consent of specific parties shall be required
to the extent provided in Section 13.1.1. In no event shall Agent be required to take any action that, in its opinion,
is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to personal liability.


 


11.2         Agreements
Regarding Collateral and Field Examination Reports.


 


11.2.1            Lien
and Guarantee Releases; Care of Collateral.


 


(a)            The
Multicurrency Secured Parties authorize Agent to release, terminate and discharge any Lien with respect to any Collateral and release
any Guarantor from its Guarantee of the Multicurrency Facility Obligations (i) upon Full Payment of the Multicurrency Facility
Obligations; (ii) that the Administrative Borrower certifies in writing to Agent is permitted to be sold, transferred or otherwise
disposed of (including through a merger, consolidation, amalgamation, liquidation or dissolution, Investment or designation
as an Unrestricted Subsidiary) to a Person that is not a Loan Party or that is not required to be a Loan Party pursuant to a transaction
not prohibited by Sections 9.2.3, 9.2.4 or 9.2.5; (iii) following an Event of Default, in connection
with an enforcement action and realization by Agent on Collateral; or (iv) with the written consent of all Multicurrency Facility
Lenders.


 


(b)            The
US Secured Parties authorize Agent to release, terminate and discharge any Lien with respect to any Collateral and release any
Guarantor from its Guarantee of the US Facility Obligations (i) upon Full Payment of the US Facility Obligations; (ii) that
the Administrative Borrower certifies in writing to Agent is permitted to be sold, transferred or otherwise disposed of (including
through a merger, consolidation, amalgamation, liquidation or dissolution, Investment or designation as an Unrestricted Subsidiary)
to a Person that is not a Loan Party or that is not required to be a Loan Party pursuant to a transaction not prohibited by Sections
9.2.3, 9.2.4 or 9.2.5; (iii) following an Event of Default, in connection with an enforcement action and
realization by Agent on Collateral; or (iv) with the written consent of all US Facility Lenders.


 






    226


     


    

 


(c)            In
connection with any release, termination or discharge pursuant to this Section 11.2.1 or in connection with any
release of a Guarantor pursuant to Section 5.12, Agent shall execute and deliver to any Loan Party, at such Loan Party’s
expense, any acknowledgment, release or document that such Loan Party shall reasonably request to evidence such termination, release
or discharge and Agent shall be entitled to rely exclusively on an officer’s certificate of such Loan Party when executing
such acknowledgment, release or document. Any execution and delivery of documents pursuant to this Section 11.2.1 shall
be without recourse to or warranty by Agent.


 


(d)            Agent
shall have no obligation to assure that any Collateral exists or is owned by a Loan Party, or is cared for, protected or insured,
nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority,
nor to exercise any duty of care with respect to any Collateral.


 


11.2.2            Possession
of Collateral.


 


(a)            Agent
and Secured Parties appoint each Lender as agent (for the benefit of Secured Parties) for the purpose of perfecting Liens on any
Collateral held or controlled by such Lender, to the extent such Liens are perfected by possession or control.


 


(b)            If
any Lender obtains possession or control of any Collateral, it shall notify Agent thereof and, promptly upon Agent’s request,
deliver such Collateral to Agent or otherwise deal with it in accordance with Agent’s instructions.


 


11.2.3            Reports.
Agent shall promptly forward to each Applicable Lender, when complete, copies of any field audit, examination or appraisal report
prepared by or for Agent with respect to any Loan Party or Collateral (“Report”). Each Lender agrees (a) that
neither Bank of America nor Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall
not be liable for any information contained in or omitted from any Report; (b) that the Reports are not intended to be comprehensive
audits or examinations, and that Agent or any other Person performing any audit or examination will inspect only specific information
regarding Obligations or the Collateral and will rely significantly upon the applicable Loan Parties’ books and records
as well as upon representations of the applicable Loan Parties’ officers and employees; and (c) subject to the exceptions
contained in Section 13.12.1, to keep all Reports confidential and strictly for such Lender’s internal use,
and not to distribute any Report (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys
and accountants) or use any Report in any manner other than administration of the Loans and other Obligations. Each Lender shall
indemnify and hold harmless Agent and any other Person preparing a Report from any action such Lender may take as a result of
or any conclusion it may draw from any Report, as well as from any Claims arising as a direct or indirect result of Agent furnishing
a Report to such Lender.


 


11.3         Reliance
By Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice
or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it in good faith to be
genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.
Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under
any Loan Document, and shall not be liable for any delay in acting.


 






    227


     


    

 


11.4         Action
Upon Default. Agent shall not be deemed to have knowledge of any Default or Event of Default, or of any failure
to satisfy any conditions in Section 6, unless it has received written notice from a Loan Party or Required Lenders
specifying the occurrence and nature thereof. Notwithstanding anything herein to the contrary, the Loan Parties, Agent and each
Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral
or to enforce any Security Document, it being understood and agreed that all powers, rights and remedies under any of the Security
Documents may be exercised solely by Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in
the event of a foreclosure or similar enforcement action by Agent on any of the Collateral pursuant to a public or private sale
or other Disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise
of the US Bankruptcy Code or other applicable law), Agent (or any Lender, except with respect to a “credit bid” pursuant
to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the US Bankruptcy Code or other applicable law) may
be the purchaser or licensor of any or all of such Collateral at any such sale or other Disposition and Agent, as agent for and
representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be
entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase
price for all or any portion of the Collateral sold at any such sale or Disposition, to use and apply any of the Obligations as
a credit on account of the purchase price for any collateral payable by Agent at such sale or other Disposition.


 


11.5         Ratable
Sharing. If any Lender shall obtain any payment or reduction of any Obligation, whether through set-off or otherwise,
in excess of its share of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.5.1, as
applicable, such Lender shall forthwith purchase from Agent, any Fronting Bank and the other Applicable Lenders such participations
in the affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or reduction on a Pro Rata
basis or in accordance with Section 5.5.1, as applicable. If any of such payment or reduction is thereafter recovered
from the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but
without interest. Notwithstanding the foregoing, if a Defaulting Lender obtains a payment or reduction of any Obligation, it shall
immediately turn over the amount thereof to Agent for application under Section 4.2 and it shall provide a written
statement to Agent describing the Obligation affected by such payment or reduction. No Lender shall set-off against any Dominion
Account without the prior consent of Agent.


 


11.6         Indemnification
of Agent Indemnitees. EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES, TO THE EXTENT NOT REIMBURSED
BY LOAN PARTIES (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF LOAN PARTIES UNDER ANY CREDIT DOCUMENTS), ON A PRO RATA
BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY SUCH AGENT INDEMNITEE, PROVIDED, THAT ANY
CLAIM AGAINST AN AGENT INDEMNITEE RELATES TO OR ARISES FROM ITS ACTING AS OR FOR AGENT (IN THE CAPACITY OF AGENT). In no event
shall any Lender have any obligation hereunder to indemnify or hold harmless an Agent Indemnitee with respect to a Claim that
is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence, willful
misconduct or bad faith of such Agent Indemnitee. In Agent’s discretion, it may reserve for any Claims made against an Agent
Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making any
distribution of Collateral proceeds to the Secured Parties. If Agent is sued by any Creditor Representative, debtor-in-possession
or other Person for any alleged preference or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction
of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of
same, shall be promptly reimbursed to Agent by each Lender to the extent of its Pro Rata share.


 






    228


     


    

 


11.7         Limitation
on Responsibilities of Agent. Agent shall not be liable to any Secured Party for any action taken or omitted to
be taken under the Credit Documents, except for losses directly caused by Agent’s gross negligence, willful misconduct or
bad faith, as determined in a final, non-appealable judgment by a court of competent jurisdiction. Agent does not assume any responsibility
for any failure or delay in performance or any breach by any Loan Party, Lender or other Secured Party of any obligations under
the Credit Documents. Agent does not make any express or implied warranty, representation or guarantee to the Secured Parties
with respect to any Obligations, Collateral, Credit Documents or Loan Party. No Agent Indemnitee shall be responsible to the Secured
Parties for any recitals, statements, information, representations or warranties contained in any Credit Documents; the execution,
validity, genuineness, effectiveness or enforceability of any Credit Documents; the genuineness, enforceability, collectability,
value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein;
the validity, enforceability or collectability of any Obligations; or the assets, liabilities, financial condition, results of
operations, business, creditworthiness or legal status of any Loan Party or Account Debtor. No Agent Indemnitee shall have any
obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance
or performance by any Loan Party of any terms of the Credit Documents, or the satisfaction of any conditions precedent contained
in any Credit Documents. The Joint Lead Arrangers shall not have any power, obligation, liability, responsibility or duty under
this Agreement other than (to the extent such Person is a Lender) those applicable to all Lenders as such.





 






    229


     


    

 


11.8         Successor
Agent and Co-Agents.


 


11.8.1            Resignation;
Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and
the Administrative Borrower. Upon receipt of a notice of resignation from Agent, Required Lenders shall have the right to
appoint a successor Agent which shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) a
commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined
capital surplus of at least $200,000,000 and (provided no Event of Default exists) is reasonably acceptable to the
Administrative Borrower. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent
applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the
retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the
 “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of
the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been
appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective
Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder
upon the request of the Required Lenders and the Borrowers and by notice in writing to such Person. Upon delivery of a notice
of removal to Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth
above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Borrower. If no such
successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the
Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal
(or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such
removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the
Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be
discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any
collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the
retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed)
and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and
determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank
directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative
Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent
hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the
retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan
Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents,
the provisions of this Section 11 and Section 13.2 shall continue in effect for the benefit of such
retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect of any actions taken or omitted
to be taken by any of them while the retiring or removed Agent was acting as Agent. Any successor to Bank of America by
merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the
parties hereto, unless such successor resigns as provided above.


 


11.8.2            Separate
Agent. It is the intent of the parties that there shall be no violation of any Applicable Law denying or restricting
the right of financial institutions to transact business in any jurisdiction. If Agent believes that it may be limited in the
exercise of any rights or remedies under the Credit Documents due to any Applicable Law, Agent may appoint an additional Person
who is not so limited, as a separate security trustee, collateral agent or co-collateral agent. If Agent so appoints a security
trustee, collateral agent or co-collateral agent, each right and remedy intended to be available to Agent under the Credit Documents
shall also be vested in such separate agent. The Secured Parties shall execute and deliver such documents as Agent deems appropriate
to vest any rights or remedies in such agent. If any security trustee, collateral agent or co-collateral agent shall die or dissolve,
become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable
Law, shall vest in and be exercised by Agent until appointment of a new agent.


 






    230


     


    

 


11.9         Due
Diligence and Non-Reliance. Each Lender acknowledges and agrees that it has, independently and without reliance
upon Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its
own credit analysis of each Loan Party and its own decision to enter into this Agreement and to fund Loans and participate in
LC Obligations hereunder. Each Secured Party has made such inquiries as it deems necessary concerning the Credit Documents, the
Collateral and each Loan Party. Each Secured Party further acknowledges and agrees that the other Secured Parties and Agent have
made no representations or warranties concerning any Loan Party, any Collateral or the legality, validity, sufficiency or enforceability
of any Credit Documents or Secured Obligations. Each Secured Party will, independently and without reliance upon any other Secured
Party or Agent, and based upon such financial statements, documents and information as it deems appropriate at the time, continue
to make and rely upon its own credit decisions in making Loans and participating in LC Obligations, and in taking or refraining
from any action under any Credit Documents. Except for notices, reports and other information expressly requested by a Lender,
Agent shall have no duty or responsibility to provide any Secured Party with any notices, reports or certificates furnished to
Agent by any Loan Party or any credit or other information concerning the affairs, financial condition, business or Properties
of any Loan Party (or any of its Affiliates) which may come into possession of Agent or any of Agent’s Affiliates.


 


11.10       Remittance
of Payments and Collections.


 


11.10.1            Remittances
Generally. All payments by any Lender to Agent shall be made by the time and on the day set forth in this Agreement,
in immediately available funds. If no time for payment is specified or if payment is due on demand by Agent and request for payment
is made by Agent by 11:00 a.m. (Local Time) on a Business Day, payment shall be made by Lender not later than 2:00 p.m. (Local
Time) on such day, and if request is made after 11:00 a.m. (Local Time), then payment shall be made by 11:00 a.m. (Local
Time) on the next Business Day. Payment by Agent to any Secured Party shall be made by wire transfer, in the type of funds received
by Agent. Any such payment shall be subject to Agent’s right of offset for any amounts due from such payee under the Loan
Documents.


 


11.10.2            Failure
to Pay. If any Secured Party fails to pay any amount when due by it to Agent pursuant to the terms hereof, such
amount shall bear interest from the due date until paid at the rate determined by Agent as customary in the banking industry for
interbank compensation. In no event shall Loan Parties be entitled to receive credit for any interest paid by a Secured Party
to Agent, nor shall any Defaulting Lender be entitled to interest on any amounts held by Agent pursuant to Section 4.2.


 


11.10.3            Recovery
of Payments. If Agent pays any amount to a Secured Party in the expectation that a related payment will be received
by Agent from a Loan Party and such related payment is not received, then Agent may recover such amount from each Secured Party
that received it. If Agent determines at any time that an amount received under any Loan Document must be returned to a Loan Party
or paid to any other Person pursuant to Applicable Law or otherwise, then, notwithstanding any other term of any Loan Document,
Agent shall not be required to distribute such amount to any Lender. If any amounts received and applied by Agent to any Obligations
are later required to be returned by Agent pursuant to Applicable Law, each Lender shall pay to Agent, on demand, such Lender’s
Pro Rata share of the amounts required to be returned.


 






    231


     


    

 


11.11      Agent
in its Individual Capacity. As a Lender, Bank of America shall have the same rights and remedies under the other
Credit Documents as any other Lender, and the terms “Lenders,” “Required Lenders”, “Required
Facility Lenders”, “Super-Majority Lenders” or “Super-Majority Facility Lenders”
or any similar term shall include Bank of America and its Affiliates in their capacities as Lenders. Each of Bank of America and
its Affiliates may accept deposits from, lend money to, provide Bank Products to, act as financial or other advisor to, and generally
engage in any kind of business with, the Loan Parties and their Affiliates, as if Bank of America was not Agent hereunder, without
any duty to account therefor to Lenders. In their individual capacities, Bank of America and its Affiliates may receive information
regarding the Loan Parties, their Affiliates and their Account Debtors (including information subject to confidentiality obligations),
and each Secured Party agrees that Bank of America and its Affiliates shall be under no obligation to provide such information
to any Secured Party, if acquired in such individual capacity.


 


11.12      ERISA
Matters.


 


(a)           Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from
the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of
Agent, each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of
the Borrowers or any other Loan Party, that at least one of the following is and will be true:


 


(i)            such
Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42)
of ERISA) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection
with the Loans, the Letters of Credit, the Revolver Commitments or this Agreement,


 


(ii)            the
prohibited 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 so as to exempt from the prohibitions of Section 406
of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Revolver Commitments and this Agreement,


 


(iii)            (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter
into, participate in, administer and perform the Loans, the Letters of Credit, the Revolver Commitments and this Agreement, (C) the
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolver Commitments
and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to
the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with
respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of
Credit, the Revolver Commitments and this Agreement, or


 






    232


     


    

 


(iv)            such
other representation, warranty and covenant as may be agreed in writing between Agent, in its sole discretion, and such Lender.


 


(b)           In
addition, unless subclause (i) 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 (iv) in the
immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender
party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of Agent, each Joint Lead Arranger and their respective Affiliates, and not, for the
avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that:


 


none of Agent or any Joint Lead
Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in the Loans,
the Letters of Credit, the Revolving Loan Commitments and this Agreement (including in connection with the reservation or exercise
of any rights by Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 


11.13       Bank
Product Providers. By accepting the benefit of the provisions of the Loan Documents directly relating to the Guarantee
or the Collateral or any Lien granted thereunder, each Secured Bank Product Provider shall agree to be bound by Section 5.5
and this Section 11.


 


11.14       No
Third Party Beneficiaries. This Section 11 is an agreement solely among the Secured Parties and Agent,
and shall survive Full Payment of the Secured Obligations. Except to the extent expressly set forth herein (including with respect
to consent rights and approvals), this Section 11 does not confer any rights or benefits upon Loan Parties or any
other Person. As between Loan Parties and Agent, any action that Agent may take under any Credit Documents or with respect to
any Secured Obligations shall be conclusively presumed to have been authorized and directed by the Secured Parties.


 


11.15       Agent
May File Proofs of Claim. In case of the pendency of any Insolvency Proceedings or any other judicial proceeding
relative to any Loan Party, Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether Agent shall have made any demand on any Borrower)
shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:


 


(a)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the Fronting Banks and Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders, the Fronting Banks and Agent and their respective agents and counsel and all other amounts
due the Lenders, the Fronting Banks and Agent hereunder) allowed in such judicial proceeding; and


 






    233


     


    

 


(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, interim receiver,
receiver and manager, monitor, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender and each Fronting Bank to make such payments to Agent and, in the event that Agent shall consent
to the making of such payments directly to the Lenders and the Fronting Banks, to pay to Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Agent and its agents and counsel, and any other amounts due to Agent hereunder.


 


SECTION 12.         BENEFIT
OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS


 


12.1            Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of Loan Parties, Agent, Secured Parties,
and their respective successors and assigns, except that (a) other than as a result of transactions permitted under Section 9.2.3(a),
no Loan Party shall have the right to assign its rights or delegate its obligations under any Loan Documents without the consent
of each Lender (and any such assignment or delegation without such consent shall be null and void) and (b) any assignment
by a Lender must be made in compliance with Section 12.3. Agent may treat the Person which made any Loan as the owner
thereof for all purposes until such Person makes an assignment in accordance with Section 12.3. Any authorization
or consent of a Lender shall be conclusive and binding on any subsequent transferee or assignee of such Lender. Agent, acting
solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain a copy of each Assignment and Acceptance delivered
to it and a register for the recordation of the names and addresses of the Lenders and Fronting Banks, and the Revolver Commitments
of, and principal amounts (and stated interest) of the Loans, Letters of Credit and other obligations owing to, each Lender or
Fronting Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive absent manifest error (provided, that a failure to make any such recordation, or any error in such
recordation, shall not affect the Borrowers’ obligations in respect of such Loans, Letters of Credit or other obligations),
and the Borrowers, Agent, the Lenders and the Fronting Banks shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as the owner of the Revolver Commitments, Loans, Letters of Credit and other obligations recorded in the Register
as owing to such Person for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers and,
with respect to its own interests only, any Lender or Fronting Bank, at any reasonable time and from time to time upon reasonable
prior notice. Such Register shall be kept and maintained in the United States at all times.


 






    234


     


    

 


12.2        Participations.


 


12.2.1            Permitted
Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with Applicable
Law, at any time sell to a financial institution (“Participant”) a participating interest in the rights and
obligations of such Lender under any Loan Documents. Despite any sale by a Lender of participating interests to a Participant,
such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to
the other parties hereto for performance of such obligations, such Lender shall remain the holder of its Loans and (if applicable)
Revolver Commitments for all purposes, all amounts payable by Loan Parties within the applicable Loan Party Group shall be determined
as if such Lender had not sold such participating interests, and Loan Parties within the applicable Loan Party Group and Agent
shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely
responsible for notifying its Participants of any matters under the Loan Documents, and Loan Parties, Agent and the other Lenders
shall not have any obligation or liability to any such Participant. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 5.8 unless it agrees to comply with Section 5.8
as if it were a Lender (it being understood that any documentation required under Section 5.8 shall be delivered to
the participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent
of the applicable Borrower, maintain a register in the United States 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, Letters of Credit or other
obligations under the Loan Documents (the “Participant Register”); provided, that no Lender shall have
any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant
or any information relating to a Participant’s interest in any Revolver Commitments, Loans, Letters of Credit or its other
obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Revolver Commitment,
Loan, Letter of Credit or other obligation is in registered form under United States Treasury Regulations Section 5f.103-1(c) and
Proposed Treasury Regulations Section 1.163-5(b) (or, in each case, any amended or successor version). The entries in
the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary.


 


12.2.2            Voting
Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment,
waiver or other modification of any Loan Documents; provided, that a Lender may agree with its Participant that such Lender
will not, without the consent of such Participant, consent to any amendment, waiver or other modification which would require
the consent of all directly and adversely affected Lenders under Section 13.1.1(c) or of all Lenders under Section 13.1.1(d).


 





 






    235


     


    

 


12.3         Assignments.


 


12.3.1            Permitted
Assignments. Subject to Section 12.3.3 below, a Lender may assign to an Eligible Assignee any of
its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying,
percentage of the transferor Lender’s rights and obligations under the Loan Documents (unless otherwise agreed by
Agent), (it being understood and agreed that assignments hereunder shall not be required to be made on a pro rata basis
between the Multicurrency Facility Commitments and the US Facility Commitments of a transferor Lender) and, in the case of a
partial assignment of Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000
(unless otherwise agreed by Agent and the Administrative Borrower) and integral multiples of $1,000,000 in excess of that
amount or, in each case, if less, is all of the transferor Lender’s Revolver Commitments and any related Revolver Loans
of a given Facility; (b) the written consent of (i) the Administrative Borrower and Agent is obtained, in each case
as and to the extent required by the definition of Eligible Assignee, (ii) except in the case of an assignment to
another Lender or an Affiliate or branch of a Lender or to an Approved Fund, each Fronting Bank under the applicable Facility
(such consent not to be unreasonably conditioned, withheld or delayed) is obtained and (iii) except in the case of an
assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, the Swingline Lender under the
applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed) is obtained; (c) the parties
to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance
and Agent shall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (d) if a Lender
assigns or transfers any of its rights or obligations under the Loan Documents or changes its Lending Office and as a result
of circumstances existing at the date the assignment, transfer or change occurs, a relevant Borrower would be obliged to make
a payment to the New Lender or Lender acting through its new Lending Office under Section 3.7, then the New
Lender or Lender acting through its new Lending Office is only entitled to receive payment under Section 3.7 to
the same extent as the existing Lender or Lender acting through its previous Lending Office would have been if the
assignment, transfer or change had not occurred, except to the extent such entitlement to receive a greater payment results
from a Change in Law that occurs after the New Lender acquired the applicable participation. Agent shall not be responsible
or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions
hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, Agent shall not
 ‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or
participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or
participation of Loans or Revolver Commitments, or disclosure of confidential information, to any ‎Disqualified
Institution. Agent is hereby authorized by the Administrative Borrower to make available the list of Disqualified
Institutions to all Lenders and potential Lenders.


 


Nothing herein shall limit the right of
a Lender to pledge or assign any rights under the Loan Documents to any Federal Reserve Bank, the United States Treasury or any
other central bank as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued
by such Federal Reserve Bank or similar regulation or notice issued by any other central bank; provided, however,
(1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder,
(2) Borrowers, Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement, (3) any payment by Loan Parties to the assigning Lender
in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to
the extent of such payment, and (4) no such assignment shall release the assigning Lender from its obligations hereunder.


 


12.3.2            Effect;
Effective Date. Subject to acceptance and recording thereof by Agent pursuant to Section 12.1, and
receipt by Agent of a processing fee of $3,500 (unless otherwise agreed by Agent in its discretion), from and after the effective
date specified in each Assignment and Acceptance, such Assignment and Acceptance shall become effective if it complies with this
Section 12.3. From such effective date, the Eligible Assignee shall for all purposes be a Lender under the Loan Documents,
and shall have all rights and obligations of a Lender thereunder (and the transferor Lender shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment
and Acceptance covering all of the transferor Lender’s rights and obligations under this Agreement, such transferor Lender
shall cease to be a party to this Agreement) but shall continue to be entitled to the benefits of Section 3.4, Section 3.7,
Section 5.8 and Section 13.2). Upon consummation of an assignment, the transferor Lender, Agent and Loan
Parties shall make appropriate arrangements for issuance of replacement and/or new Revolver Notes, as applicable. The transferee
Lender shall comply with Sections 5.8 and 5.9 and deliver, upon request, an administrative questionnaire reasonably
satisfactory to Agent.


 






    236


     


    

 


12.3.3            Certain
Assignees. No assignment or participation may be made to any Borrower, any Affiliate of any Borrower, any Disqualified
Institution or a Defaulting Lender. In connection with any assignment by a Defaulting Lender, such assignment shall be effective
only upon payment by the Eligible Assignee or Defaulting Lender to Agent of an aggregate amount sufficient, upon distribution
(through direct payment, purchases of participations or other compensating actions as Agent deems appropriate), (a) to satisfy
all funding and payment liabilities then owing by the Defaulting Lender hereunder, and (b) to acquire its Pro Rata share
of all Revolver Loans and LC Obligations. If an assignment by a Defaulting Lender shall become effective under Applicable Law
for any reason without compliance with the foregoing sentence, then the assignee shall be deemed a Defaulting Lender for all purposes
until such compliance occurs.


 


12.3.4            Replacement
of Certain Lenders. If (x) a Lender (a) fails to give its consent to any amendment, waiver or action
for which consent of all Lenders or of all directly and adversely affected Lenders (or of all Lenders in a Facility or of all
directly and adversely affected Lenders in a Facility) was required and Required Lenders consented, (b) is a Defaulting Lender,
or (c) gives a notice under Section 3.5 or requests compensation under Section 3.7, or (y) if
any Borrower is required to pay additional amounts or indemnity payments with respect to a Lender under Section 5.8,
then, in addition to any other rights and remedies that any Person may have, Agent or the Administrative Borrower may, by notice
to such Lender, require such Lender to assign all of its rights and obligations under the Loan Documents to one or more Eligible
Assignees pursuant to appropriate Assignment and Acceptances; provided, that any such Lender shall be deemed to have consented
to the applicable Assignment and Acceptances and the assignments of all of its rights and obligations under the Loan Documents
to one or more Eligible Assignees if it does not execute and deliver the applicable Assignment and Acceptances to Agent within
one Business Day after having received a request therefor. Such Lender shall be entitled to receive, in cash, concurrently with
such assignment, all amounts owed to it under the Loan Documents at par, including all principal, interest and fees through the
date of assignment (but excluding any prepayment charge other than any amounts payable pursuant to Section 3.9). Notwithstanding
anything to the contrary contained above, any Lender that acts as a Fronting Bank may not be replaced as a Fronting Bank hereunder
at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Fronting
Bank (including the furnishing of a back-up standby letter of credit in form and substance and issued by an issuer reasonably
satisfactory to such Fronting Bank or the depositing of cash collateral into a cash collateral account in amounts and pursuant
to arrangements reasonably satisfactory to such Fronting Bank) have been made with respect to each such outstanding Letter of
Credit issued by such Fronting Bank.


 


12.3.5            No
Assignments or Participations to Natural Persons. Notwithstanding anything to the contrary herein, no assignments
or participations shall be made to any natural person (or a holding company, investment vehicle or trust for, or owned and operated
by or for the primary benefit of, any natural person).


 






    237


     


    

 



 


12.3.6            Disqualified
Institutions. In the event of any assignment by a Lender without the Administrative Borrower’s consent or,
in the case of clause (ii), deemed consent (if applicable) (i) to any Disqualified Institution or (ii) to the
extent the Administrative Borrower’s consent is required under Section 12.3 but has not been obtained (or deemed
obtained), to any other Person, the Administrative Borrower may, at its sole expense and effort, upon notice to the applicable
Disqualified Institution or Person and Agent, (A) terminate any Commitments of such Disqualified Institution or Person and
repay all obligations of the Borrowers owing to such Disqualified Institution or Person hereunder and the other Loan Documents
and/or (B) require such Disqualified Institution or Person to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in Section 12.3), all of its interest, rights and obligations under this Agreement
and the other Loan Documents to an Eligible Assignee that shall assume such obligations at the lesser of (x) the principal
amount thereof and (y) the amount that such Disqualified Institution or Person paid to acquire such interests, rights and
obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to
it hereunder and the other Loan Documents; provided, that (i) the Administrative Borrower shall have paid to Agent
the assignment fee (if any) required under this Section 12.3 and (ii) such assignment does not conflict with
applicable laws. The rights of the Administrative Borrower under this Section 12.3.6 with respect to non-permitted
assignments shall be in addition to any other rights of the Administrative Borrower at law or in equity.


 


SECTION 13.          MISCELLANEOUS


 


13.1        Consents,
Amendments and Waivers.


 


13.1.1            Amendment.
No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event
of Default, shall be effective without the prior written agreement of the Required Lenders or Agent (acting at the direction of
the Required Lenders or other percentage or composition of Lenders set forth below) and each Loan Party party to such Loan Document
and, with respect to any modifications of Section 5.10 or Section 13.1.1(d)(iv) only, the consent
of the Guarantors; provided, however, that:


 


(a)           without
the prior written consent of Agent or the applicable Swingline Lender, no modification shall be effective with respect to any provision
in a Loan Document that relates to any rights, duties or discretion of Agent or such Swingline Lender;


 


(b)           (i) without
the prior written consent of each Canadian Fronting Bank, no modification shall be effective with respect to any Canadian LC Obligations
or Section 2.2.1, 2.2.2 or 2.2.3 or any other provision in a Loan Document that relates to any rights,
duties or discretion of the Canadian Fronting Bank, (ii) without the prior written consent of each UK Fronting Bank, no modification
shall be effective with respect to any UK LC Obligations or Section 2.3.1, 2.3.2 or 2.3.3 or any other
provision in a Loan Document that relates to any rights, duties or discretion of the UK Fronting Bank and (iii) without the
prior written consent of each US Fronting Bank, no modification shall be effective with respect to any US LC Obligations or Section 2.4.1,
2.4.2 or 2.4.3 or any other provision in a Loan Document that relates to any rights, duties or discretion of any
US Fronting Bank;


 






    238


     


    

 


(c)           without
the prior written consent of each directly and adversely affected Lender, including a Defaulting Lender, and Agent, but without
the consent of the Required Lenders, no modification shall be effective that would (i) increase the Revolver Commitments of
such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender
(except as provided in Section 4.2); (iii) other than as contemplated under Section 2.1.8, extend
any applicable Facility Termination Date or the Revolver Facility Termination Date with respect to such Lender; provided, however,
that (A) only the consent of the Required Facility Lenders shall be necessary to amend the definition of “Default Rate”
or to waive any obligation of any Borrower to pay interest or fees in respect of Letters of Credit with respect to the applicable
Facility at the Default Rate, (B) only the consent of the Required Lenders shall be necessary to amend any financial covenant
or calculation hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of
interest on any Loan, Letter of Credit or other extension of credit hereunder or to reduce any fee payable hereunder or to waive
a Default or Event of Default and (C) only the consent of the Required Facility Lenders shall be necessary to waive any mandatory
prepayment hereunder with respect to the applicable Facility or (iv) modify the ratable commitment reduction requirements
set forth in the parenthetical appearing in clause (2) of Section 2.1.3(d);


 


(d)           without
the prior written consent of all Lenders (except any Defaulting Lender), no modification shall be effective that would (i) alter
Section 5.5 (it being understood that Section 5.5 of this Agreement may be amended by the Administrative
Borrower and Agent to provide additional extensions of credit pursuant to Section 2.1.9 of this Agreement substantially
similar benefits to those afforded to the Revolver Loans and other Secured Obligations on the Closing Date) or Section 11.5;
(ii) amend the definitions of Pro Rata, Required Lenders, Required Facility Lenders, Super-Majority Lenders or Super-Majority
Facility Lenders (it being understood such definitions may be amended by the Administrative Borrower and Agent to provide additional
extensions of credit pursuant to Section 2.1.9 of this Agreement substantially the same treatment in the determination
of Pro Rata, Required Lenders, Required Facility Lenders, Super-Majority Lenders or Super-Majority Facility Lenders as the extensions
of Revolver Loans and Revolver Commitments are included on the Closing Date); (iii) amend this Section 13.1.1
(except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections
to such additional extensions of credit pursuant to Section 2.1.9 of this Agreement substantially the same treatment
of the type provided to the Revolver Loans and Revolver Commitments and the Loans on the Closing Date); (iv) subordinate the
Liens granted for the benefit of the Lenders to secure the Obligations hereunder; (v) other than as a result of transactions
permitted under Section 9.2.3 (a)(i), consent to the assignment or transfer by any Borrower or any Guarantor of their
rights or obligations hereunder; (vi) amend clause (a) of the first sentence of Section 12.1; (vii) release
all or substantially all of the value of the guaranties of the Obligations made by the Guarantors; (viii) release all or substantially
all of Agent’s Liens in the Collateral; or (ix) subordinate any Obligations in right of payment to any other Indebtedness;


 






    239


     


    

 


(e)           without
the prior written consent of the Super-Majority Facility Lenders under the applicable Facility, no amendment or waiver shall be
effective that would:


 


(i)           increase
the advance rates under the Borrowing Base for such Facility (or have the effect of increasing such advance rates);


 


(ii)          (A) amend
the definition of the Borrowing Base for such Facility (and the defined terms used in such definition) if the effect of such amendment
is to increase the advance rates contained therein, to make more credit available or to add new types of Collateral thereunder
or (B) amend the applicable Availability for such Facility in a manner that could have the effect of increasing the amount
of such Availability thereunder; provided, that the foregoing shall not impair the ability of Agent to add, remove, reduce
or increase reserves against the Borrowing Base assets in its Permitted Discretion; or


 


(iii)         amend
the definition of Specified Excess Availability or Excess Availability in a manner that would have the effect of increasing the
amount thereof; and


 


(f)            notwithstanding
anything in this Section 13.1.1 to the contrary, (i) if Agent and the Administrative Borrower shall have jointly
identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents,
then Agent and the Administrative Borrower shall be permitted to amend such provision and, in each case, such amendment shall become
effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing
by the Required Lenders to Agent within five (5) Business Days following receipt of notice thereof and (ii) this Agreement
and the other Loan Documents may be amended by Agent and each Loan Party party thereto in accordance with Sections 2.1.8
or 2.1.9 to incorporate the terms of any Extended Tranches or increased Commitments and the related Loans thereunder and
to provide for non-Pro Rata borrowings and payments of any amounts hereunder as between the Loans and any Extended Tranches or
increased Commitments in connection therewith, in each case with the consent of Agent but without the consent of any Lender.


 


Notwithstanding anything herein to the
contrary, each of the parties hereto acknowledges and agrees that, if there is any Mortgage then in effect, any increase, extension
or renewal of any of the Commitments or Loans (including the provision of Revolver Commitment Increases or any other incremental
credit facilities hereunder or any Extension hereunder, but excluding (i) any continuation or conversion of Borrowings, (ii) the
making of any Revolver Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned
upon): (1) the prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance
and other flood-related documentation with respect to the Material Real Estate that is subject to any such Mortgage as required
by Flood Insurance Laws and as otherwise reasonably required by Agent and (2) Agent having received written confirmation from
each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed to its satisfaction (such
written confirmation not to be unreasonably withheld, conditioned or delayed).


 






    240


     


    

 


13.1.2            Limitations.
The agreement of Loan Parties shall not be necessary to the effectiveness of any modification of a Loan Document that deals solely
with the rights and duties of Lenders, Agent and/or any Fronting Bank as among themselves. Only the consent of the parties to
the Fee Letter or any agreement relating to a Bank Product or any Hedge Agreement shall be required for any modification of such
agreement. No party to a Bank Product Document or Hedge Agreement that is not a Lender shall have any right to participate in
any manner in modification of any Loan Document. The making of any Loans during the existence of a Default or Event of Default
shall not be deemed to constitute a waiver of such Default or Event of Default, nor to establish a course of dealing. Any waiver
or consent granted by Agent or Lenders hereunder shall be effective only if in writing and only for the matter specified.


 


13.2        Indemnity.
In addition to the indemnification obligations set forth in Section 5.8 or any other provision of this Agreement or
any other Loan Document, each Loan Party shall indemnify and hold harmless the Indemnitees against any Claims that may be incurred
by or asserted against any Indemnitee, including Claims asserted by any Loan Party or other Person or arising from the negligence
of an Indemnitee, regardless of whether any such Indemnitee is a party to any such claim, litigation, investigation or proceeding
(including any inquiry or investigation) and whether or not any such claim, litigation, investigation or proceeding (including
any inquiry or investigation) is brought by the Administrative Borrower, its equity holders, Affiliates, creditors or any other
third person; provided that in no event shall any party to a Loan Document have any obligation thereunder to indemnify
or hold harmless an Indemnitee with respect to a Claim (i) that is determined in a final, non-appealable judgment by a court
of competent jurisdiction to have arisen from the gross negligence, willful misconduct or bad faith of such Indemnitee, (ii) that
is determined in a final, non-appealable judgment by a court of competent jurisdiction to have arisen from a material breach by
such Indemnitee of its obligations under this Agreement or any other Loan Document or (iii) arising from any claim, litigation,
investigation or proceeding (including any inquiry or investigation) (other than a claim, litigation, investigation or proceeding
(including any inquiry or investigation) against Agent or a Joint Lead Arranger acting pursuant to this Agreement or any other
Loan Document in its capacity as such or of any of its Affiliates or its or their respective officers, directors, employees, agents,
advisors and other representatives and the successors of each of the foregoing but subject to clauses (i) and (ii) above)
solely between or among Indemnitees not arising from any act or omission by the Administrative Borrower, a Loan Party or any of
its Restricted Subsidiaries or any of their respective Affiliates. The indemnity under this Section 13.2 shall not
apply to any Taxes, other than Taxes arising with respect to a non-Tax Claim.


 


13.3        Notices
and Communications.


 


13.3.1            Notice
Address. Subject to Section 4.4, all notices and other communications by or to a party hereto shall
be in writing and shall be given to any Loan Party, at the Administrative Borrower’s address shown on Schedule 13.3.1,
to any Lender at the address shown on the administrative details provided by such Lender to Agent, and to Agent or any Fronting
Bank at its respective address shown on Schedule 13.3.1 (or, in the case of a Person who becomes a Lender after the Closing
Date, at the address shown on its Assignment and Acceptance), or at such other address as a party may hereafter specify by notice
in accordance with this Section 13.3. Each such notice or other communication shall be effective only (a) if
given by facsimile transmission, when transmitted to the applicable facsimile number, if confirmation of receipt is received (it
being understood that any transmission received after normal business hours will be deemed to be received at the opening of business
of the recipient on its next succeeding business day); (b) if given by mail, three Business Days after deposit in the local
mail system of the recipient, with first-class postage pre-paid, addressed to the applicable address; or (c) if given by
personal delivery (including overnight and courier service), when duly delivered to the notice address with receipt acknowledged.
Notwithstanding the foregoing, no notice to Agent pursuant to Sections 2.1.3, 2.2, 2.3, 2.4, 3.1.2
or 4.1.1 shall be effective until actually received by the individual to whose attention at Agent such notice is required
to be sent. Any written notice or other communication that is not sent in conformity with the foregoing provisions shall nevertheless
be effective on the date actually received by the noticed party. Any notice received by Administrative Borrower shall be deemed
received by all Loan Parties.


 






    241


     


    

 


13.3.2            Electronic
Communications; Voice Mail. Electronic mail and internet websites may be used for routine communications, such
as financial statements, Borrowing Base Certificates and other information required by Section 9.1.1, administrative
matters, distribution of Loan Documents for execution, and matters permitted under Section 4.1.3. Agent and Lenders
make no assurances as to the privacy and security of electronic communications. Electronic mail and voice mail may not be used
as effective notice under the Loan Documents.


 


13.3.3            Non-Conforming
Communications. Agent and Lenders may rely upon any notices purportedly given by or on behalf of any Loan Party
even if such notices were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof,
as understood by the recipient, varied from a later confirmation. Each Loan Party shall indemnify and hold harmless each Indemnitee
from any liabilities, losses, costs and expenses arising from any telephonic communication purportedly given by or on behalf of
a Loan Party.


 


13.4        Performance
of Loan Parties’ Obligations. Agent may, in its discretion at any time and from time to time, at the expense
of the Loan Parties of the applicable Loan Party Group, pay any amount or do any act required of a Loan Party under any Loan Documents
or otherwise lawfully requested by Agent to (a) enforce any Loan Documents or collect any Obligations; (b) protect,
insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of Agent’s Liens
on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or
landlord claim, or any discharge of a Lien. All payments, costs and expenses (including Extraordinary Expenses) of Agent under
this Section 13.4 shall be reimbursed to Agent by Loan Parties, on demand, with interest from the date incurred to
the date of payment thereof at the Default Rate applicable to US Base Rate Loans. Any payment made or action taken by Agent under
this Section 13.4 shall be without prejudice to any right to assert an Event of Default or to exercise any other rights
or remedies under the Loan Documents.


 


13.5        Credit
Inquiries. Each Loan Party hereby authorizes Agent and Lenders (but they shall have no obligation) to respond to
usual and customary credit inquiries from third parties concerning any Loan Party or Subsidiary.


 


13.6        Severability.
Wherever possible, each provision of this Agreement and the other Loan Documents shall be interpreted in such manner as to be
valid under Applicable Law. Any provision of this Agreement or the other Loan Documents which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or thereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith
negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to that of the invalid, illegal or unenforceable provisions.


 






    242


     


    

 


13.7        Cumulative
Effect; Conflict of Terms; Headings. The provisions of the Loan Documents are cumulative. The parties acknowledge
that the Loan Documents may use several limitations, tests or measurements to regulate similar matters, and they agree that these
are cumulative and that each must be performed as provided. Except as otherwise provided in another Loan Document (by specific
reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision
in another Loan Document, the provision herein shall govern and control. The Section headings and Table of Contents used
in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration
in the interpretation hereof.


 


13.8        Counterparts.
This Agreement and any other Loan Documents may be executed by one or more of the parties to this Agreement or such other Loan
Document on any number of separate counterparts (including by facsimile or other electronic imaging means), each of which shall
constitute an original, but all of which when taken together shall be deemed to constitute one and the same instrument. Delivery
of an executed signature page of this Agreement or any other Loan Document by facsimile or other electronic transmission
(e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof.
The words “execute,” “execution,” “signed,” “signature,” and words of like import
in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including
without limitation Assignment and Acceptances, amendments or other modifications, Notices of Borrowing, Notices of Conversion/Continuation,
waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract
formations on electronic platforms approved by Agent, or the keeping of records in electronic form, each of which shall be of
the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary Agent is under
no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by Agent pursuant
to procedures approved by it.


 


13.9        Entire
Agreement. Time is of the essence of the Loan Documents. This Agreement and the other Loan Documents represent
the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof and thereof.


 


13.10      Relationship
with Lenders. The obligations of each Lender hereunder are several, and no Lender shall be responsible for the
obligations or Revolver Commitments of any other Lender. Amounts payable hereunder to each Lender shall be a separate and independent
debt. It shall not be necessary for Agent or any other Lender to be joined as an additional party in any proceeding for such purposes.
Nothing in this Agreement and no action of Agent, Lenders or any other Secured Party pursuant to the Credit Documents shall be
deemed to constitute Agent and any Secured Party to be a partnership, association, joint venture or any other kind of entity,
nor to constitute control of any Loan Party.


 






    243


     


    

 


13.11     No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated by any Credit
Document, Loan Parties acknowledge and agree that (a)(i) this credit facility and any related arranging or other services
by Agent, any Lender, any of their Affiliates or any arranger are arm’s-length commercial transactions between Loan Parties
and such Person; (ii) Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent
they have deemed appropriate; and (iii) Loan Parties are capable of evaluating, and understand and accept, the terms, risks
and conditions of the transactions contemplated by the Credit Documents; (b) each of Agent, Lenders, their Affiliates and
any arranger 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 Loan Parties, any of their Affiliates or any
other Person, and has no obligation with respect to the transactions contemplated by the Loan Documents except as expressly set
forth therein; and (c) Agent, Lenders, their Affiliates and any arranger may be engaged in a broad range of transactions
that involve interests that differ from those of Loan Parties and their Affiliates, and have no obligation to disclose any of
such interests to Loan Parties or their Affiliates. To the fullest extent permitted by Applicable Law, each Loan Party hereby
waives and releases any claims that it may have against Agent, Lenders, their Affiliates and any arranger with respect to any
breach of agency or fiduciary duty in connection with any transaction contemplated by a Loan Document.


 


13.12      Confidentiality.


 


13.12.1          General
Provisions. Each of Agent, Lenders and each Fronting Bank shall maintain the confidentiality of all Information
(as defined below), except that Information may be disclosed (a) to its Affiliates, and to its and their partners, members,
directors, officers, employees, agents, advisors and representatives (provided that such Persons are informed of the confidential
nature of the Information and instructed to keep it confidential); (b) to the extent requested by any governmental, regulatory
or self-regulatory authority purporting to have jurisdiction over it or its Affiliates; (c) to the extent required by Applicable
Law or by any subpoena or other legal process; (d) to any other party hereto; (e) in connection with any action or proceeding,
or other exercise of rights or remedies, relating to any Loan Documents or Obligations; (f) subject to an agreement containing
provisions substantially the same (or at least as restrictive) as this Section 13.12, to any Transferee (other than
Participants that are also Disqualified Institutions) (it being understood and agreed that, for the avoidance of doubt, the list
of Disqualified Institutions may be provided to any such Transferee (other than Participants that are also Disqualified Institutions)
pursuant to this clause (f)) or any actual or prospective party (or its advisors) to any Bank Product; (g) with the
written consent of the Administrative Borrower; (h) to the extent such Information (i) becomes publicly available or
independently developed in each case other than as a result of a breach of this Section 13.12 or (ii) is available
to Agent, any Lender, Fronting Bank or any of their Affiliates on a non-confidential basis from a source other than Loan Parties
or (i) on a confidential basis to (A) any rating agency in connection with rating any Borrower or its Subsidiaries or
(B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other
market identifiers with respect to the credit facility provided hereunder. Notwithstanding the foregoing, Agent, the Fronting
Banks and the Lenders may publish or disseminate general information describing this credit facility, including the names and
addresses of Loan Parties and a general description of Loan Parties’ businesses. In addition, Agent, the Fronting Banks
and the Lenders may disclose the existence of this Agreement and nonconfidential information about this Agreement to market data
collectors, similar service providers to the lending industry, and service providers to Agent, the Fronting Banks and the Lenders
in connection with the administration and management of this Agreement and the other Loan Documents. As used herein, “Information”
means all information received from a Loan Party or Subsidiary relating to it or its business that is identified as confidential
when delivered. Any Person required to maintain the confidentiality of Information pursuant to this Section 13.12
shall be deemed to have complied if it exercises the same degree of care that it accords its own confidential information. Each
of Agent, Lenders and each Fronting Bank acknowledges that (A) Information may include material non-public information concerning
a Loan Party or Subsidiary; (B) it has developed compliance procedures regarding the use of material non-public information;
and (C) it will handle such material non-public information in accordance with Applicable Law, including federal, state,
provincial and territorial securities laws.


 






    244


     


    

 


13.13      GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS OTHERWISE SPECIFIED, AND ANY DISPUTE, CLAIM OR CONTROVERSY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


13.14      Consent
to Forum; Process Agent.


 


13.14.1          Forum.
EACH PARTY HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE courts of the State
of New York sitting in the Borough of Manhattan, the courts of the United States for the Southern District of New York sitting
in the Borough of Manhattan, and appellate courts from any thereof, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY
TO ANY LOAN DOCUMENTS, AND EACH LOAN PARTY AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT; PROVIDED,
THAT AGENT, ANY APPLICABLE SECURITY TRUSTEE OR THE LENDERS MAY BRING ACTIONS TO ENFORCE ANY SECURITY DOCUMENT OR LIEN GOVERNED
BY LAWS OTHER THAN THE STATE OF NEW YORK IN SUCH JURISDICTION AS MAY BE SELECTED BY AGENT, THE APPLICABLE SECURITY TRUSTEE
OR THE APPLICABLE LENDER, IN WHICH CASE THE BORROWERS AND GUARANTORS SHALL SUBMIT TO THE JURISDICTION OF SUCH COURT. EACH
PARTY IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT
MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED
FOR NOTICES IN SECTION 13.3.1. Nothing herein shall limit the right of Agent, any security trustee or any Lender to
bring proceedings against any Loan Party in any other court, nor limit the right of any party to serve process in any other manner
permitted by Applicable Law. Nothing in this Agreement shall be deemed to preclude enforcement by Agent or any security trustee
of any judgment or order obtained in any forum or jurisdiction. Final judgment against a Loan Party in any action, suit or proceeding
shall be conclusive and may be enforced in any other jurisdiction, including the country in which such Loan Party is domiciled,
by suit on the judgment.


 


13.15      Process
Agent. Without prejudice to any other mode of service allowed under any relevant law, each Canadian Borrower, UK
Borrower and each other Loan Party organized, incorporated or established outside the US (a) irrevocably appoints the Administrative
Borrower as its agent for service of process in relation to any action or proceeding arising out of or relating to any Loan Documents,
and (b) agrees that failure by a process agent to notify such Borrower or such Loan Party of any process will not invalidate
the proceedings concerned. For purposes of clarity, 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.


 






    245


     


    

 


13.16      Waivers
by Loan Parties. To the fullest extent permitted by Applicable Law, each Loan Party waives (a) THE RIGHT
TO TRIAL BY JURY (WHICH AGENT AND EACH LENDER HEREBY ALSO WAIVES) IN ANY PROCEEDING OR DISPUTE OF ANY KIND RELATING IN ANY WAY
TO ANY LOAN DOCUMENT, OBLIGATIONS OR COLLATERAL; (b) presentment, demand, protest, notice of presentment, default, non-payment,
maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel
paper and guaranties at any time held by Agent on which a Loan Party may in any way be liable, and hereby ratifies anything Agent
may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security
that might be required by a court prior to allowing Agent to exercise any rights or remedies; (e) the benefit of all valuation,
appraisement and exemption laws; (f) any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action,
Obligations, Loan Document or transactions relating thereto; and (g) notice of acceptance hereof. Each Loan Party acknowledges
that the foregoing waivers are a material inducement to Agent, each Fronting Bank and Lenders entering into this Agreement and
that Agent, each Fronting Bank and Lenders are relying upon the foregoing in their dealings with Loan Parties. Each Loan Party
has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights
following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial
by the court.


 


13.17      Patriot
Act Notice. Agent and Lenders hereby notify Loan Parties that pursuant to the requirements of the Bank Secrecy
Act, the Patriot Act, the Canadian AML Legislation and other applicable anti-money laundering, anti-terrorist financing and “know
your client” policies, regulations, laws or rules (collectively, including any guidelines or orders thereunder, “AML
Legislation”), Agent and Lenders are required to obtain, verify and record certain information that identifies each
Loan Party, including its legal name, address, tax ID number and other similar information that will allow Agent and Lenders to
identify it in accordance with the AML Legislation. Agent and Lenders may require information regarding Loan Parties’ management
and owners, such as legal name, address, social security number and date of birth. Each Loan Party shall promptly provide all
such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or any prospective
assignee or participant of a Lender, in order to comply with the AML Legislation and the Beneficial Ownership Regulation.


 






    246


     


    

 


13.18      Canadian
Anti-Money Laundering Legislation. If Agent has ascertained the identity of any Canadian Loan Party or any authorized
signatories of any Canadian Loan Party for the purposes of applicable AML Legislation, then Agent:


 


(a)           shall
be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in
such regard between each Lender and Agent within the meaning of the applicable AML Legislation; and


 


(b)           shall
provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy
or completeness.


 


Notwithstanding the preceding sentence
and except as may otherwise be agreed in writing, each of the Lenders agrees that Agent has no obligation to ascertain the identity
of the Canadian Loan Parties or any authorized signatories of the Canadian Loan Parties on behalf of any Lender, or to confirm
the completeness or accuracy of any information it obtains from any Canadian Loan Party or any such authorized signatory in doing
so.


 


13.19      Know
Your Customer. At the request of Agent, the Borrowers shall promptly supply or procure the supply of documentation
and other evidence as is reasonably requested by Agent (on its behalf or for any Credit Party or prospective Credit Party) in
order for a Credit Party to comply with all necessary AML Legislation in connection with the transactions contemplated in the
Loan Documents.


 


13.20      Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise,
for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “US Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or
of the United States or any other state of the United States):


 


(a)           In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a US 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 US 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 US 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 US 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.


 






    247


     


    

 


(b)           As
used in this Section 13.20, the following terms have the following meanings:


 


“BHC ACT Affiliate”
means an “affiliate” (as defined under, and interpreted in accordance with, 12 U.S.C 1841(k)).


 


“Covered Entity”
means any of the following:


 


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


 


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


 


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


 


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


 


“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).


 


13.21      Reinstatement.
This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any
Loan Party for an Insolvency Proceeding, should any Loan Party become insolvent or make an assignment for the benefit of creditors
or should a Creditor Representative be appointed for all or any significant part of such Loan Party’s assets, and shall
continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any
part thereof, is, pursuant to Applicable Law, rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee of the Obligations, whether as a “voidable preference”, “fraudulent conveyance”, or otherwise,
all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded,
reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.


 


13.22      Nonliability
of Lenders. Neither Agent, any Fronting Bank nor any Lender undertakes any responsibility to any Loan Party to
review or inform any Loan Party of any matter in connection with any phase of any Loan Party’s business or operations. Each
Loan Party agrees, on behalf of itself and each other Loan Party, that neither Agent, any Fronting Bank nor any Lender shall have
liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party in connection
with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Loan Documents,
or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by
a court of competent jurisdiction that such losses resulted from the gross negligence, willful misconduct or bad faith of the
party from which recovery is sought. NO LENDER SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION
OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT.


 






    248


     


    

 


13.23      Certain
Provisions Regarding Perfection of Security Interests. Notwithstanding anything to the contrary contained in this
Agreement or any of the other Loan Documents, the Lenders acknowledge and agree that, except to the extent that further actions
are required to be taken in accordance with the terms of Section 9.1.19 of this Agreement, (i) with respect to
Non-Certificated Units from time to time held by the Unit Subsidiary, certificates of title have not been issued with respect
thereto and, accordingly, no notation of a security interest has been made under the titling statutes of any jurisdiction in connection
therewith and (ii) except as otherwise agreed by the Administrative Borrower and Agent, with respect to Units from time to
time leased to customers, “fixture filings” will not be made under the provisions of the UCC or the PPSA (or other
Applicable Law) as in effect in the relevant jurisdiction, both because of the administrative difficulty of ascertaining whether
any such Unit is or becomes a fixture and the inability of the Loan Parties to provide the relevant information which would be
required to make such filings.


 


13.24      Acknowledgement
and Consent to Bail-In. 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 Affected Financial
Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion
powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto 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.


 


[Remainder of page intentionally
left blank; signatures begin on following page]


 






    249


     


    





 


IN WITNESS WHEREOF,
this Agreement has been executed and delivered as of the date set forth above.


 


	 	WILLIAMS SCOTSMAN HOLDINGS CORP.,
	 	as Holdings and an Initial US Guarantor




 


	 	By:	 /s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: ABL Authorized Officer




 


[ABL Credit Agreement]


 






    


     


    

 


	 	WILLIAMS SCOTSMAN INTERNATIONAL, INC.,
	 	 as Administrative Borrower, an Initial US Borrower and an Initial US Guarantor




 


	 	By:	 /s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: ABL Authorized Officer




 


[ABL Credit Agreement]


 






    


     


    

 


	 	MOBILE MINI CANADA ULC
	 	WILLIAMS SCOTSMAN OF CANADA, INC.,
	 	as Initial Canadian Borrowers and Initial Canadian Guarantors




 


	 	By:	 /s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: ABL Authorized Officer




 


[ABL Credit Agreement]


 



    


     


    

 


	 	ACTON MOBILE HOLDINGS, LLC
	 	MOBILE MINI, INC.
	 	MOBILE MINI, LLC (a Delaware limited liability company)
	 	MOBILE MINI, LLC (a California limited liability company)
	 	MOBILE MINI I, INC.
	 	MOBILE STORAGE GROUP, INC.
	 	MODULAR SPACE, LLC
	 	MODSPACE GOVERNMENT FINANCIAL SERVICES, LLC
	 	MSG INVESTMENTS, INC.
	 	NEW ACTON MOBILE INDUSTRIES LLC
	 	ONSITE SPACE LLC
	 	RESUN MODSPACE, LLC
	 	WILLIAMS SCOTSMAN, INC.
	 	WILLSCOT EQUIPMENT II, LLC, as Initial US Borrowers and Initial US Guarantors




 


	 	By:	 /s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: ABL Authorized Officer




 


[ABL Credit Agreement]


 



    


     


    

 


	 	A BETTER MOBILE STORAGE COMPANY
	 	A ROYAL WOLF PORTABLE STORAGE, INC.
	 	GULF TANKS HOLDINGS, INC.
	 	MOBILE MINI DEALER, INC.
	 	MOBILE MINI FINANCE, LLC
	 	MOBILE MINI TANK AND PUMP SOLUTIONS, INC.
	 	MSG MMI (TEXAS) L.P.
	 	RESUN CHIPPEWA, LLC
	 	TEMPORARY MOBILE STORAGE, INC.
	 	WATER MOVERS CONTRACTING, LLC, as Initial US Guarantors




 


	 	By:	 /s/ Timothy D. Boswell
	 	 	Name: Timothy D. Boswell
	 	 	Title: ABL Authorized Officer




 


[ABL Credit Agreement]


 



    


     


    




 


	 	RAVENSTOCK MSG LIMITED, as a UK Borrower and a UK Guarantor







 


	 	By:	 /s/Christopher J. Miner
	 	 	Name:	 Christopher J. Miner
	 	 	Title:	 Sr. Vice President & General Counsel







 


	 	MOBILE MINI UK LIMITED, as a UK Borrower and a UK Guarantor




 


	 	By:	 /s/ Christopher J. Miner
	 	 	Name:	 Christopher J. Miner
	 	 	Title:	Sr. Vice President & General Counsel




 


	 	MOBILE MINI UK HOLDINGS LIMITED, as a UK Guarantor




 


	 	By:	/s/ Christopher J. Miner
	 	 	Name:	 Christopher J. Miner
	 	 	Title:	 Sr. Vice President & General Counsel




 


	 	RAVENSTOCK TAM (HIRE) LIMITED, as a UK Guarantor




 


	 	By:	 /s/ Christopher J. Miner
	 	 	Name:	Christopher J. Miner
	 	 	Title:	Sr. Vice President & General Counsel




 


[ABL Credit Agreement]


 






    


     


    

 


	 	MOBILE STORAGE (U.K.) LIMITED, as a UK Guarantor




 


	 	By:	 /s/ Christopher J. Miner
	 	 	Name:	Christopher J. Miner
	 	 	Title:	Sr. Vice President & General Counsel




 


	 	MOBILE STORAGE UK FINANCE LIMITED PARTNERSHIP (ACTING
    THROUGH ITS GENERAL PARTNER, MOBILE STORAGE GROUP, INC.), as a UK Guarantor




 


	 	By:	 /s/ Christopher J. Miner
	 	 	Name:	 Christopher J. Miner
	 	 	Title:	Sr. Vice President & General Counsel




 


[ABL Credit Agreement]


 



    


     


    




 


	 	AGENT AND LENDERS:
	 	 
	 	BANK OF AMERICA, N.A., as Agent




 


	 	By:	 /s/ Gregory Kress
	 	 	Name:	 Gregory Kress
	 	 	Title:	 Senior Vice President




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	BANK OF AMERICA, N.A., as US Swingline Lender, a US
    Fronting Bank and a US Facility Lender




 


	 	By:	/s/ Gregory Kress
	 	 	Name:	 Gregory Kress
	 	 	Title:	Senior Vice President




 


Signature Page to ABL Credit Agreement


 



    


     


    

 


	 	Deutsche Bank AG New York Branch, as Facility Lender and as a US Fronting Bank




 


	 	By:	 /s/ Philip Tancorra
	 	 	Name:	 Philip Tancorra
	 	 	 	Philip.tancorra@db.com
	 	 	 	212-250-6576
	 	 	Title:	 Vice President




 


	 	(If a second signature block is required)




 


	 	By:	 /s/ Jennifer Culbert
	 	 	Name:	 Jennifer Culbert
	 	 	 	Jennifer-a.culbert&db.com
	 	 	 	212 250 9738
	 	 	Title:	 Vice President




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	JPMorgan Chase Bank, N.A., as US Facility Lender and as a US
    Fronting Bank, and as a Multicurrency Facility Lender and as a UK Fronting Bank




 


	 	By:	 /s/ Alicia Schreibstein
	 	 	Name:	 Alicia Schreibstein
	 	 	Title:	 Executive Director




 


Signature Page to ABL Credit Agreement


 



    


     


    

 


	 	ING CAPITAL LLC, as US Facility Lender and as a US Fronting Bank




 


	 	By:	 /s/ Jeff Chu
	 	 	Name:	 Jeff Chu
	 	 	Title:	 Director




 


	 	By:	 /s/ Michael Chen
	 	 	Name:	 Michael Chen
	 	 	Title:	 Director




 


Signature Page to ABL Credit Agreement


 



    


     


    

 


	 	BBVA USA, as US Facility Lender and as a US Fronting Bank,




 


	 	By:	 /s/ Chris Dowler
	 	 	Name:	Chris Dowler
	 	 	Title:	 Senior Vice President




 


Signature Page to ABL Credit Agreement


 



    


     


    

 


	 	BANK OF MONTREAL, as US Facility Lender




 


	 	By:	 /s/ Kara Goodwin
	 	 	Name:	Kara Goodwin
	 	 	Title:	 Managing Director, Chicago Branch




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	BANK OF THE WEST, as US Facility Lender




 


	 	By:	/s/ Emily Stagliano
	 	 	Name:	 Emily Stagliano
	 	 	Title:	 Director




 


Signature Page to ABL Credit Agreement


 



    


     


    




 


	 	PNC BANK, National Association, as US Facility Lender and as a US Fronting Bank







 


	 	By:	 /s/ William A. Brown
	 	 	Name:	William A. Brown
	 	 	Title:	 Senior Vice President




 


	 	(If a second signature block is required)




 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 


Signature Page to ABL Credit Agreement


 



    


     


    

 


	 	MUFG Union Bank, N.A., as US Facility Lender and as a US Fronting Bank




 


	 	By:	/s/ John McDevitt
	 	 	Name:	John McDevitt
	 	 	Title:	 Director




 


Signature Page to ABL Credit Agreement


 



    


     


    

 


	 	M&T Bank, as US Facility Lender and as a US Fronting Bank




 


	 	By:	 /s/ Christopher Fedak
	 	 	Name:	Christopher Fedak
	 	 	Title:	 Vice President




 


	 	(If a second signature block is required)




 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 


Signature Page to ABL Credit Agreement


 



    


     


    

 


	 	NYCB SPECIALTY FINANCE COMPANY, LLC, a wholly owned
    subsidiary of New York Community Bank, as US Facility Lender




 


	 	By:	/s/ Willard D. Dickerson, Jr.
	 	 	Name:	 Willard D. Dickerson, Jr.
	 	 	Title:	 Senior Vice President




 


Signature Page to ABL Credit Agreement


 



    


     


    

  


	 	Morgan Stanley Senior Funding, Inc., as US Facility Lender




 


	 	By:	/s/ Alysha Salinger
	 	 	Name:	 Alysha Salinger
	 	 	Title:	Authorized Signatory




 


Signature Page to ABL Credit Agreement


 



    


     


    





 


	 	Citizens Bank, N.A., as US Facility Lender




 


	 	By:	 /s/ Michael Schwartz
	 	 	Name:	 Michael Schwartz
	 	 	Title:	Vice President
	 	 
	 	(If a second signature block is required)
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	Sumitoto Mitsui Banking Corporation, as US Facility Lender
	 	 
	 	By:	/s/ Glenn Autorino
	 	 	Name:	Glenn Autorino
	 	 	Title:	Managing Director




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	Rockland Trust Company, as US Facility Lender
	 	 
	 	By:	 /s/ Thomas Meehan
	 	 	Name:	Thomas Meehan
	 	 	Title:	Vice President
	 	 
	 	(If a second signature block is required)
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	First Midwest Bank, as US Facility Lender
	 	 
	 	By:	 /s/ Michael E. May
	 	 	Name:	 Michael E. May
	 	 	Title:	Vice President




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	FIRST FINANCIAL BANK, as US Facility Lender
	 	 
	 	By:	 /s/ Alain F. Kamden
	 	 	Name:	 Alain F. Kamden
	 	 	Title:	 Vice President




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	BANK OF AMERICA N.A. (acting through its London
    branch), as UK Swingline Lender, a UK Fronting Bank and a Multicurrency Facility Lender
	 	 
	 	By:	 /s/ Gregory Kress
	 	 	Name:	 Gregory Kress
	 	 	Title:	Senior Vice President




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	BANK OF AMERICA, N.A. (acting through its Canada
    branch), as Canadian Swingline Lender, a Canadian Fronting Bank and a Multicurrency Facility Lender
	 	 
	 	By:	/s/ Sylwia Durkiewicz
	 	 	Name:	 Sylwia Durkiewicz
	 	 	Title:	Vice President




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	Deutsche Bank AG New York Branch, as a Multicurrency Facility Lender and a Canadian Fronting Bank and a UK Fronting Bank
	 	 
	 	By:	 /s/ Philip Tancorra
	 	 	Name:	Philip Tancorra
	 	 	 	Philip.tancorra@db.com
	 	 	 	212-250-6576
	 	 	Title:	Vice President
	 	 
	 	(If a second signature block is required)
	 	 
	 	By:	 /s/ Jennifer Culbert
	 	 	Name:	Jennifer Culbert
	 	 	 	Jennifer-a.culbert@db.com
	 	 	 	212-250-0736
	 	 	Title:	Vice President




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
    as a Multicurrency Facility Lender and a Canadian Fronting Bank
	 	 
	 	By:	/s/ Auggie Marchetti
	 	 	Name:	Auggie Marchetti
	 	 	Title:	Authorized Officer




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	ING CAPITAL LLC, as a Multicurrency Facility
    Lender, a UK Fronting Bank and a Canadian Fronting Bank
	 	 
	 	By:	 /s/ Jeff Chu
	 	 	Name:	 Jeff Chu
	 	 	Title:	Director
	 	 
	 	By:	 /s/ Michael Chen
	 	 	Name:	Michael Chen
	 	 	Title:	 Director




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	BBVA USA, as a Multicurrency Facility Lender and a Canadian Fronting Bank and a UK Fronting Bank,
	 	 
	 	By:	/s/ Chris Dowler
	 	 	Name:	Chris Dowler
	 	 	Title:	Senior Vice President




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	BANK OF MONTREAL, as a Multicurrency Facility Lender
	 	 
	 	By:	/s/ Helen Alvarez-Hernandez
	 	 	Name:	 Helen Alvarez-Hernandez
	 	 	Title:	Managing Director
	 	 	 	Bank of Montreal
	 	 	 	100 King Street West, 18th Fl
	 	 	 	Toronto, Ontario M5X 1A1
	 	 	 	Canada




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	BANK OF MONTREAL, as a Multicurrency Facility Lender
	 	 
	 	By:	/s/ Tom Woolgar
	 	 	Name:	 Tom Woolgar
	 	 	Title:	Managing Director, on behalf of Bank of
	 	 	 	Montreal, London Branch
	 	 
	 	By:	 /s/ Scott Matthews
	 	 	Name:	 Scott Matthews
	 	 	Title:	 Managing Director, on behalf of Bank of
	 	 	 	Montreal, London Branch




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	BANK OF THE WEST, as a Multicurrency Facility Lender
	 	 
	 	By:	 /s/ Emily Stagliano
	 	 	Name:	 Emily Stagliano
	 	 	Title:	Director




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	PNC Bank, National Association, as a Multicurrency Facility Lender
	 	 
	 	By:	 /s/ William A. Brown
	 	 	Name:	William A. Brown
	 	 	Title:	Senior Vice President
	 	 
	 	(If a second signature block is required)
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	MUFG Union Bank, N.A., as a Multicurrency Facility Lender and a Canadian Fronting Bank and a UK Fronting Bank
	 	 
	 	By:	/s/ John McDevitt
	 	 	Name:	John McDevitt
	 	 	Title:	 Director




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	M&T Bank, as a Multicurrency Facility Lender
	 	 
	 	By:	/s/ Christopher Fedak
	 	 	Name:	Christopher Fedak
	 	 	Title:	 Vice President
	 	 
	 	(If a second signature block is required)
	 	 
	 	By:	/s/ John Macleod
	 	 	Name:	 John Macleod
	 	 	Title:	Administrative VP




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	Morgan Stanley Senior Funding, Inc., as a Multicurrency Facility Lender
	 	 
	 	By:	/s/ Alysha Salinger
	 	 	Name:	 Alysha Salinger
	 	 	Title:	Authorized Signatory




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	Citizens Bank, N.A., as a Multicurrency Facility Lender
	 	 
	 	By:	 /s/ Michael Schwartz
	 	 	Name:	Michael Schwartz
	 	 	Title:	Vice President
	 	 
	 	(If a second signature block is required)
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 


Signature Page to ABL Credit Agreement


 






    


     


    

 


	 	Sumitomo Mitsui Banking Corporation, as a Multicurrency Facility Lender
	 	 
	 	By:	 /s/ Glenn Autorino
	 	 	Name:	 Glenn Autorino
	 	 	Title:	 Managing Director




 


Signature Page to ABL Credit Agreement