Common use of DOCPROPERTY DOCXDOCID Clause in Contracts

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Receivables Facility - an arrangement between Parent or a Restricted Subsidiary and another Person pursuant to which (a) Parent or such Restricted Subsidiary, as applicable, sells (directly or indirectly) in the Ordinary Course of Business to such Person Accounts owing from by customers, together with Receivables Assets related thereto, (b) the obligations of Parent or such Restricted Subsidiary, as applicable, thereunder are non-recourse (except for Receivables Purchase Obligations) to Parent and such Restricted Subsidiary and (c) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by Parent) and may include Standard Receivables Undertakings. Receivables Purchase Obligation - any obligation of Parent or a Restricted Subsidiary in respect of Receivables Assets in a Receivables Facility to purchase Receivables Assets arising as a result of a breach of a representation, warranty or covenant otherwise, including as a result of receive or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to such party. Receivables SPV - YRCW Receivables LLC, a Delaware limited liability company. Recipient - Agent, any Lender or any Issuing Bank, as applicable. Reddaway - as defined in the preamble to this Agreement. Refinancing Transactions - the repayment of all amounts due or outstanding under or in respect of, and the termination of, the Existing Term Facility and the Existing ABL Facility, the release of all cash and other amounts restricted under or by the Existing Term Facility and the Existing ABL Facility and the termination and release of any and all commitments, security interests and guaranties in connection therewith on the Closing Date. Register - as defined in Section 13.3.3. Reimbursement Date - as defined in Section 2.3.2. Relevant Governmental Body - 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 or any successor thereto. Release - any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment. Report - as defined in Section 12.2.3. Reportable Event - any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived with respect to a Plan. Required Lenders - subject to Section 4.2, (a) Lenders holding in excess of fifty-one percent (51%) of the Commitments; or (b) if the Commitments have terminated, Lenders holding DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Facility Exposure in excess fifty-one percent (51%) of the aggregate Facility Exposure. For the avoidance of doubt, no Defaulting Lender shall be included in the calculation of Required Lenders. Resignation Effective Date - as defined in Section 12.8.1. Resolution Authority - an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. Responsible Officer - the chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer, director of treasury or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed by the recipient of such document to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed by the recipient of such document to have acted on behalf of such Loan Party. Restated Term Debt Agreement - that certain Amended and Restated Credit Agreement, dated as of September 11, 2019, by and among the Loan Parties, Cortland Products Corp. (n/k/a Alter Domus Products Corp.) and the lenders party thereto, as amended by that certain Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of April 7, 2020, as further amended by that certain Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of July 7, 2020, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement and the Term Debt Intercreditor Agreement. Restricted Payment - any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Parent or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest of Parent or any Restricted Subsidiary, or on account of any return of capital to Parent’s or a Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof). Restricted Subsidiary - any Subsidiary of Parent other than an Unrestricted Subsidiary. The Restricted Subsidiaries as of the Closing Date are identified on Schedule 9.1.11. Rolling Stock - any railroad car, locomotive, stacktrain or other rolling stock, or accessories used on such railroad cars, locomotives or other rolling stock (including superstructures and racks); provided, that Rolling Stock shall exclude Tractor Trailers. Sale and Leaseback Transaction - any arrangement, directly or indirectly, whereby a seller or transferor shall sell or otherwise transfer any real or personal property and then or thereafter lease, or repurchase under an extended purchase contract, conditional sales or other title retention agreement, the same property.

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Receivables Facility - an arrangement between such Debt or drafts of the documentation relating thereto, stating that Parent or a Restricted Subsidiary has determined in good faith that such terms and another Person pursuant to which conditions satisfy the requirement of this clause (aiii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless Agent notifies Parent within such five (5) Business Day period (or such Restricted Subsidiaryshorter period as Agent may agree in its sole discretion) that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)), (iv) the security agreements (taken as a whole) relating to such Debt, if applicable, are substantially the same as or more favorable to the Loan Parties than the security documents governing the Term Debt or, as applicable, sells the UST Tranche A Facility Indebtedness and the UST Tranche B Facility Indebtedness, with such differences as are reasonably satisfactory to Agent, (directly v) no Event of Default shall exist immediately prior to or indirectly) in the Ordinary Course of Business after giving effect to such Person Accounts owing from by customers, together with Receivables Assets related theretoincurrence, (bvi) a representative acting on behalf of the obligations holders of Parent such Debt shall have become party to or such Restricted Subsidiary, as applicable, thereunder are non-recourse (except for Receivables Purchase Obligations) otherwise subject to Parent the provisions of the Term Debt Intercreditor Agreement or another intercreditor agreement in form and such Restricted Subsidiary substance reasonably satisfactory to Agent and (c) Administrative Borrower that contains terms substantially similar to the financing terms, covenants, termination events and Term Debt Intercreditor Agreement or other provisions thereof shall be intercreditor agreement on market terms (as determined by the Agent in good faith by Parentfaith, and (vii) if applicable, the priority position of the holders of such Debt with respect to the Collateral under the Term Debt Intercreditor Agreement shall be equivalent or junior to the position of the holders of the Term Debt and may include Standard Receivables Undertakings. Receivables Purchase Obligation - any obligation all obligations under such Debt shall constitute Tranche B-2 Obligations under (and as defined in) the Term Debt Intercreditor Agreement, or the holders of Parent the UST Tranche A Facility Indebtedness and all obligations under such Debt shall constitute UST Tranche A Obligations under (and as defined in) the Term Debt Intercreditor Agreement or a Restricted Subsidiary the holders of the UST Tranche B Facility Indebtedness and all obligations under such Debt shall constitute UST Tranche B Obligations under (and as defined in) the Term Debt Intercreditor Agreement, in respect of Receivables Assets in a Receivables Facility to purchase Receivables Assets arising as a result of a breach of a representation, warranty or covenant otherwise, including as a result of receive or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to such party. Receivables SPV - YRCW Receivables LLC, a Delaware limited liability company. Recipient - Agent, any Lender or any Issuing Bank, each case as applicable. Reddaway - Notwithstanding the foregoing, Permitted Additional Debt shall include all Permitted Additional Debt (as defined in the preamble to this Agreement. Refinancing Transactions - the repayment of all amounts due or outstanding under or Term Debt Agreement as in respect of, and the termination of, the Existing Term Facility and the Existing ABL Facility, the release of all cash and other amounts restricted under or by the Existing Term Facility and the Existing ABL Facility and the termination and release of any and all commitments, security interests and guaranties in connection therewith effect on the Closing date hereof). Permitted Discretion - Agent’s judgment exercised in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment. Permitted Junior Debt - unsecured Debt incurred by any Loan Party in the form of one or more series of unsecured notes or loans; provided, that (i) if constituting Subordinated Debt, (A) such Debt (including any Guarantee thereof) is subordinated to the Obligations on terms customary for high yield subordinated debt securities or otherwise reasonably satisfactory to Agent and (B) the Obligations at all times constitute “Designated Senior Debt” (or comparable term) under the documents governing such Debt, (ii) such Debt does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (except customary asset sale, change of control or similar provisions or AHYDO “catch-up” payments), in each case prior to the date that is ninety-one (91) days after the then Latest Maturity Date. Register - , (iii) such Debt is not at any time guaranteed by any Person that is not a Loan Party and (iv) the other terms and conditions of such Debt (excluding pricing, fees, rate floors and optional prepayment or optional redemption terms), if different than the terms hereof, are customary market terms for Debt of such type (provided, that a certificate of a Responsible Officer of Parent delivered to Agent at least five (5) Business Days prior to the incurrence of such Debt (or such shorter period as defined Agent may agree in Section 13.3.3. Reimbursement Date - as defined in Section 2.3.2. Relevant Governmental Body - the Federal Reserve Board and/or the Federal Reserve Bank of New Yorkits sole discretion), or together with a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto. Release - any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment. Report - as defined in Section 12.2.3. Reportable Event - any reasonably detailed description of the events set forth in Section 4043(c) material terms and conditions of ERISA such Debt or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived with respect to a Plan. Required Lenders - subject to Section 4.2, (a) Lenders holding in excess of fifty-one percent (51%) drafts of the Commitments; or (b) if the Commitments have terminated, Lenders holding DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Facility Exposure documentation relating thereto, stating that Parent has determined in excess fifty-one percent good faith that such terms and conditions satisfy the requirement of this clause (51%iv) shall be conclusive evidence that such terms and conditions satisfy such requirement unless Agent notifies Parent within such five (5) Business Day period (or such shorter period as Agent may agree in its sole discretion) that it disagrees with such determination (including a reasonable description of the aggregate Facility Exposurebasis upon which it disagrees)). For the avoidance of doubt, no Defaulting Lender shall be included in the calculation of Required Lenders. Resignation Effective Date Permitted Lien - as defined in Section 12.8.110.2.1. Resolution Authority Permitted Refinancing - an EEA Resolution Authority or, with respect to any UK Financial InstitutionPerson, any modification, refinancing, refunding, renewal, replacement or extension of any Debt of such Person; provided, that (a) the original aggregate principal amount of such Debt (or accreted value, if applicable) does not exceed the aggregate principal amount (or accreted value, if applicable) of the Debt so modified, refinanced, refunded, renewed, replaced or extended except (i) by an amount equal to accrued but unpaid interest, premiums and fees payable by the terms of such Debt and reasonable fees, expenses, original issue discount and upfront fees incurred in connection with such modification, refinancing, refunding, renewal, replacement or extension and (ii) by an amount equal to any existing available commitments unutilized thereunder, (b) other than with respect to a UK Resolution Authority. Responsible Officer - Permitted Refinancing in respect of Debt permitted pursuant to Section 10.2.3(e), the chief executive officerDebt resulting from such modification, presidentrefinancing, vice presidentrefunding, chief financial officerrenewal, treasurerreplacement or extension has a final maturity date equal to or later than the final maturity date of, assistant treasurerand has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, director the Debt being modified, refinanced, refunded, renewed, replaced or extended, (c) other than with respect to a Permitted Refinancing in respect of treasury Debt permitted pursuant to Sections 10.2.3(e), at the time thereof, no Event of Default shall have occurred and be continuing and (d) if such Debt being modified, refinanced, refunded, renewed, replaced or other similar officer extended is Debt permitted pursuant to Section 10.2.3(b) or 10.2.3(r), or is otherwise a Junior Financing, (i) to the extent such Debt being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of a Loan Party andpayment or in lien priority to the Obligations, the Debt resulting from such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment or in lien priority, as applicable, to any document delivered the Obligations on terms (taken as a whole) (x) at least as favorable to Lenders as those contained in the Closing Datedocumentation governing the Debt being modified, any secretary refinanced, refunded, renewed, replaced or assistant secretary extended (provided, that a certificate of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of Parent delivered to Agent at least five (5) Business Days prior to the incurrence of such Debt (or such shorter period as Agent may agree in its sole discretion), together with a Loan Party reasonably detailed description of the material terms and conditions of such Debt or drafts of the documentation relating thereto, stating that Parent has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusively presumed by conclusive evidence that such terms and conditions satisfy the recipient foregoing requirement unless Agent notifies Parent within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)) or (y) otherwise reasonably acceptable to Agent, (ii) the obligors (including any guarantors) in respect of the Debt resulting from such document to have been authorized modification, refinancing, refunding, renewal, replacement or extension shall not include any Person other than the obligors (including any guarantors) of the Debt being modified, refinanced, refunded, renewed, replaced or extended unless otherwise permitted hereby, and (iii) in the case of any Permitted Refinancing in respect of the Term Debt, UST Tranche A Facility Indebtedness or UST Tranche B Facility DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Indebtedness, any Term Refinancing Debt, any UST Tranche A Refinancing Debt, or any UST Tranche B Refinancing Debt, such Permitted Refinancing is secured, if at all, only by all necessary corporateor any portion of the collateral securing the Term Debt, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed by UST Tranche A Facility Indebtedness or the recipient of such document to have acted on behalf of such Loan Party. Restated Term Debt Agreement - that certain Amended and Restated Credit Agreement, dated as of September 11, 2019, by and among the Loan Parties, Cortland Products Corp. (n/k/a Alter Domus Products Corp.) and the lenders party theretoUST Tranche B Facility Indebtedness, as amended applicable (but not by that certain Amendment No. 1 any other assets) pursuant to one or more security agreements subject, in the Amended and Restated Credit Agreementcase of assets constituting (or required to constitute) Collateral, dated as of April 7, 2020, as further amended by that certain Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of July 7, 2020, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement and the Term Debt Intercreditor Agreement. Restricted Payment - Agreement or any dividend replacement intercreditor agreement reasonably satisfactory to Agent, that contains terms substantially similar to the Term Debt Intercreditor Agreement or other distribution (whether intercreditor agreement on market terms as determined by the Agent in cash, securities or other property) good faith. When used with respect to any Equity Interest specified Debt, Permitted Refinancing shall mean the Debt incurred to effectuate a Permitted Refinancing of Parent such specified Debt. Person - any individual, corporation, limited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or any Restricted Subsidiaryother entity. Plan - an employee pension benefit plan (other than a Multiemployer Plan) that is either (a) maintained by a Loan Party or Subsidiary for employees or (b) maintained pursuant to a collective bargaining agreement, or other arrangement under which more than one employer makes contributions and to which a Loan Party or Subsidiary is making or accruing an obligation to make contributions or has within the preceding five years made or accrued such contributions. Pledged Collateral - as defined in Section 7.1.1. Pledged Debt - as defined in Section 7.1.1. Pledged Equity - as defined in Section 7.1.1. Pledged Securities - any payment (whether in cashPromissory Notes, securities stock certificates or other property)Securities, certificates or Instruments now or hereafter included in the Pledged Collateral, including all Pledged Equity, Pledged Debt and all other certificates, instruments or other documents representing or evidencing any sinking fund or similar deposit, on account of Pledged Collateral. Post-Closing Side Letter - the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest of Parent or any Restricted Subsidiary, or on account of any return of capital to Parent’s or a Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof). Restricted Subsidiary - any Subsidiary of Parent other than an Unrestricted Subsidiary. The Restricted Subsidiaries post-closing side letter as of the Closing Date are identified on Schedule 9.1.11. Rolling Stock - any railroad car, locomotive, stacktrain or other rolling stock, or accessories used on such railroad cars, locomotives or other rolling stock (including superstructures date hereof among certain Loan Parties and racks); provided, that Rolling Stock shall exclude Tractor Trailers. Sale and Leaseback Transaction - any arrangement, directly or indirectly, whereby a seller or transferor shall sell or otherwise transfer any real or personal property and then or thereafter lease, or repurchase under an extended purchase contract, conditional sales or other title retention agreement, the same propertyAgent.

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Receivables Facility Excluded Property - an arrangement between Parent or a Restricted Subsidiary assets described in clause (A) of the “notwithstanding” clause in the definition of Collateral and another Person pursuant to which Guarantee Requirement. Excluded Real Property - (a) Parent or such Restricted Subsidiary, any Real Property set forth on Schedule 1.01(a) of the Term Debt Agreement as applicable, sells in effect on the Amendment No. 5 Effective Date and (directly or indirectlyb) in any Pension Real Property. Excluded Subsidiary - (a) any bona fide joint venture formed after the Ordinary Course Amendment No. 5 Effective Date with any Person that is not an Affiliate of Business to such Person Accounts owing from by customers, together with Receivables Assets related theretoany Loan Party, (b) the obligations of Parent or such Restricted any Immaterial Subsidiary, as applicable, thereunder are non-recourse (except for Receivables Purchase Obligations) to Parent and such Restricted Subsidiary and (c) any Subsidiary that is prohibited by Applicable Law whether or not existing on the financing termsAmendment No. 5 Effective Date or Contractual Obligations existing on the Amendment No. 5 Effective Date (or, covenantsin the case of any newly acquired Subsidiary, termination events and in existence at the time of acquisition but not entered into in contemplation thereof) from Guaranteeing the Obligations or if Guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization (unless such contractual obligation is waived or otherwise removed or such consent, approval, license or authorization has been obtained), (d) any other provisions thereof Subsidiary with respect to which, in the reasonable judgment of Agent, in consultation with Administrative Borrower, the burden or cost or other consequences (other than adverse tax consequences) of providing a Guarantee of the Obligations shall be on excessive in view of the benefits to be obtained by Secured Parties therefrom, (e) any other Subsidiary with respect to which, in the reasonable judgment of Administrative Borrower, the tax consequences of providing a Guarantee could be adverse in consultation with Agent, (f) any Excluded Foreign Subsidiary of the Parent, and (g) any captive insurance company or non-profit Subsidiary; provided that no Person shall be an Excluded Subsidiary to the extent it guarantees or pledges any of its assets to secure, directly or indirectly, any other Indebtedness of any Loan Party in excess of the Threshold Amount; provided, further, that in the event that any Excluded Subsidiary guarantees or otherwise becomes an obligor under any Indebtedness, the aggregate principal amount of which exceeds the Threshold Amount, then such Excluded Subsidiary shall, notwithstanding the foregoing, no longer constitute an Excluded Subsidiary, and shall become a Loan Party hereunder. If any Guarantor becomes an Excluded Subsidiary pursuant to clause (a) of the definition of Excluded Subsidiary, such Guarantor shall only be permitted to be released from its Guarantee so long as the fair market terms (value of any and all Investments then held by the Loan Parties in such Person are permitted as determined in good faith by Parentan Investment under Section 10.2.2(c)(iii) and may include Standard Receivables UndertakingsSection 10.2.2(p) at the time such Person becomes an Excluded Subsidiary pursuant to clause (a) of the definition of “Excluded Subsidiary”. Receivables Purchase Excluded Swap Obligation - with respect to any obligation of Parent Loan Party, any Swap Obligation if, and to the extent that, all or a Restricted Subsidiary in respect portion of Receivables Assets in a Receivables Facility to purchase Receivables Assets arising as a result the Guaranty of such Loan Party of, or the grant by such Loan Party of a breach security interest to secure, such Swap Obligation (or any Guaranty thereof) is or would otherwise become illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of a representation, warranty the Commodity Futures Trading Commission (or covenant otherwise, including as a result of receive the application or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim official interpretation of any kind as a result thereof) by virtue of such Loan Party’s failure for any action taken by, any failure reason to take action by or any other event relating to such party. Receivables SPV - YRCW Receivables LLC, a Delaware limited liability company. Recipient - Agent, any Lender or any Issuing Bank, as applicable. Reddaway - constitute an “eligible contract participant” as defined in the preamble to this Agreement. Refinancing Transactions - the repayment of all amounts due or outstanding under or in respect of, Commodity Exchange Act and the termination of, regulations thereunder at the Existing Term Facility and time the Existing ABL Facility, the release Guaranty of all cash and other amounts restricted under or by the Existing Term Facility and the Existing ABL Facility and the termination and release of any and all commitments, security interests and guaranties in connection therewith on the Closing Date. Register - as defined in Section 13.3.3. Reimbursement Date - as defined in Section 2.3.2. Relevant Governmental Body - 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 or any successor thereto. Release - any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment. Report - as defined in Section 12.2.3. Reportable Event - any of the events set forth in Section 4043(c) of ERISA such Loan Party or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived grant of such security interest would otherwise become effective with respect to such Swap Obligation. If a Plan. Required Lenders - subject Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to Section 4.2, (a) Lenders holding in excess of fifty-one percent (51%) of the Commitments; or (b) if the Commitments have terminated, Lenders holding DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Facility Exposure in excess fifty-one percent (51%) portion of the aggregate Facility Exposuresuch Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal or unlawful. For the avoidance of doubt, no Defaulting Lender shall be included in the calculation of Required Lenders. Resignation Effective Date Excluded Tax - as defined in Section 12.8.1. Resolution Authority - an EEA Resolution Authority or, with respect to any UK Financial InstitutionLender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder, (a) income or franchise (or similar) Taxes imposed on (or measured by) its gross or net income by the United States, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction in which any Borrower or Guarantor, as applicable, is located, (c) any U.S. Tax that is imposed on amounts payable to a UK Resolution AuthorityLender at the time it becomes a party to this Agreement, acquires additional interests in the credit facility contemplated hereunder, or designates a new lending office (except to the extent a Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from Borrowers with respect to such Tax pursuant to Section 5.10), (d) Taxes attributable to a failure to comply with Section 5.11, (e) Taxes imposed by a jurisdiction as a result of any connection between such party and such jurisdiction other than any connection arising solely from executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under, or enforcing any, Loan Document, (f) any Taxes, charges or similar levies arising from an Assignment and Acceptance, grant of a participation described in Section 13.2 hereof or a transfer or assignment to or designation of a new applicable lending office for receiving payment under any loan document, (g) any withholding Taxes imposed pursuant to FATCA, and (h) interest, penalties and additions to Tax on the foregoing amounts. Responsible Officer Existing 6% Senior Notes - those certain 6% Convertible Senior Notes due 2014 under that certain Indenture, dated as of February 23, 2010 (as amended, restated, modified or supplemented from time to time prior to the date hereof), among Parent, as issuer, the guarantors party thereto and US Bank, National Association, as trustee. Existing ABL Facility - the chief executive officercredit facility governed by that certain Credit Agreement, presidentdated as of July 22, vice president2011 (as amended, chief financial officerrestated, treasurermodified or supplemented from time to time prior to the date hereof), assistant treasurer, director of treasury or other similar officer of a Loan Party andamong Receivables SPV, as borrower, Parent, as servicer, the lenders party thereto from time to any document delivered on time and JPMorgan Chase Bank, N.A., as agent. Existing Term Facility - the Closing Date, any secretary or assistant secretary of such Loan Party. Any document delivered hereunder that is signed term loan facility governed by a Responsible Officer of a Loan Party shall be conclusively presumed by the recipient of such document to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed by the recipient of such document to have acted on behalf of such Loan Party. Restated Term Debt Agreement - that certain Amended and Restated Credit Agreement, dated as of September 11July 22, 20192011 (as amended, by and restated, modified or supplemented from time to time prior to the date hereof), among the Loan PartiesParent, Cortland Products Corp. (n/k/a Alter Domus Products Corp.) and the lenders party theretothereto from time to time and JPMorgan Chase Bank, National Association, as amended by agent. Existing Letters of Credit - those Letters of Credit identified on Schedule 1.1(e) hereto. Existing Series A Notes - those certain 10% Series A Convertible Senior Secured Notes due 2015 under that certain Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of April 7, 2020, as further amended by that certain Amendment No. 2 to the Amended and Restated Credit AgreementIndenture, dated as of July 722, 2020, and 2011 (as further amended, restated, amended and restated, modified or supplemented or otherwise modified from time to time in accordance with this Agreement and prior to the Term Debt Intercreditor Agreement. Restricted Payment - any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Parent or any Restricted Subsidiary, or any payment (whether in cash, securities or other propertydate hereof), including any sinking fund or similar depositamong Parent, on account of as issuer, the purchasesubsidiaries party thereto as guarantors and U.S. Bank National Association, redemptionas trustee. DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Existing Series B Notes - those certain 10% Series B Convertible Senior Secured Notes due 2015 under that certain Indenture, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest of Parent or any Restricted Subsidiary, or on account of any return of capital to Parent’s or a Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof). Restricted Subsidiary - any Subsidiary of Parent other than an Unrestricted Subsidiary. The Restricted Subsidiaries dated as of July 22, 2011 (as amended, restated, modified or supplemented from time to time prior to the Closing Date are identified on Schedule 9.1.11. Rolling Stock - any railroad cardate hereof), locomotiveamong Parent, stacktrain or other rolling stock, or accessories used on such railroad cars, locomotives or other rolling stock (including superstructures and racks); provided, that Rolling Stock shall exclude Tractor Trailers. Sale and Leaseback Transaction - any arrangement, directly or indirectly, whereby a seller or transferor shall sell or otherwise transfer any real or personal property and then or thereafter lease, or repurchase under an extended purchase contract, conditional sales or other title retention agreementas issuer, the same propertysubsidiaries party thereto as guarantors and U.S. Bank National Association, as trustee. Extended Commitment - as defined in Section 2.4.1. Extension - as defined in Section 2.4.1. Extension Amendment - as defined in Section 2.4.3. Extension Offer - as defined in Section 2.4.1.

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Receivables Facility Compliance Certificate - an arrangement between Parent or a Restricted Subsidiary and another Person pursuant to which (a) Parent or such Restricted Subsidiarycertificate substantially in the form attached hereto as Exhibit C, as applicable, sells (directly or indirectly) in the Ordinary Course of Business to such Person Accounts owing from form may be modified by customers, together with Receivables Assets related thereto, (b) the obligations of Parent or such Restricted Subsidiary, as applicable, thereunder are non-recourse (except for Receivables Purchase Obligations) to Parent Agent and such Restricted Subsidiary and (c) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by Parent) and may include Standard Receivables Undertakings. Receivables Purchase Obligation - any obligation of Parent or a Restricted Subsidiary in respect of Receivables Assets in a Receivables Facility to purchase Receivables Assets arising as a result of a breach of a representation, warranty or covenant otherwise, including as a result of receive or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to such party. Receivables SPV - YRCW Receivables LLC, a Delaware limited liability company. Recipient - Agent, any Lender or any Issuing Bank, as applicable. Reddaway - as defined in the preamble to this Agreement. Refinancing Transactions - the repayment of all amounts due or outstanding under or in respect of, and the termination of, the Existing Term Facility and the Existing ABL Facility, the release of all cash and other amounts restricted under or by the Existing Term Facility and the Existing ABL Facility and the termination and release of any and all commitments, security interests and guaranties in connection therewith on the Closing Date. Register - as defined in Section 13.3.3. Reimbursement Date - as defined in Section 2.3.2. Relevant Governmental Body - 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 or any successor thereto. Release - any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment. Report - as defined in Section 12.2.3. Reportable Event - any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived with respect to a Plan. Required Lenders - subject to Section 4.2, (a) Lenders holding in excess of fifty-one percent (51%) of the Commitments; or (b) if the Commitments have terminated, Lenders holding DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Facility Exposure in excess fifty-one percent (51%) of the aggregate Facility Exposure. For the avoidance of doubt, no Defaulting Lender shall be included in the calculation of Required Lenders. Resignation Effective Date - as defined in Section 12.8.1. Resolution Authority - an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. Responsible Officer - the chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer, director of treasury or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed by the recipient of such document to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed by the recipient of such document to have acted on behalf of such Loan Party. Restated Term Debt Agreement - that certain Amended and Restated Credit Agreement, dated as of September 11, 2019, by and among the Loan Parties, Cortland Products Corp. (n/k/a Alter Domus Products Corp.) and the lenders party thereto, as amended by that certain Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of April 7, 2020, as further amended by that certain Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of July 7, 2020, and as further amended, restated, amended and restated, supplemented or otherwise modified Administrative Borrower from time to time in accordance a manner consistent with the terms of this Agreement, by which Administrative Borrower, on behalf of Loan Parties, calculates the Fixed Charge Coverage Ratio for the period covered by the most recent financial statements delivered pursuant to Section 10.1.1 whether or not such Compliance Certificate is delivered during a Financial Reporting Trigger Period. Concentration Account - account maintained by Administrative Xxxxxxxx, on behalf of Borrowers, with Agent as designated in a letter agreement between Administrative Borrower and Agent on the Closing Date and any other account designated as the “Concentration Account” by Administrative Borrower and Agent from time to time. Conforming Changes - with respect to either the use or administration of the Benchmark, or any Benchmark Replacement, any technical, administrative or operational changes (including, for example and not by way of limitation or prescription, changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period” or any similar or analogous definition, the definition of “Government Securities Business Day,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.9 or 5.5.1 and other technical, administrative or operational matters) that Agent decides (in consultation with Administrative Borrower) may be appropriate in connection with the use or administration of the Benchmark or to reflect the adoption and implementation of any Benchmark Replacement or to permit the use and administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or if Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as Agent decides (in consultation with Administrative Borrower) is reasonably necessary in connection with the administration of this Agreement and the Term Debt Intercreditor Agreement. Restricted Payment - any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Parent or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest of Parent or any Restricted Subsidiary, or on account of any return of capital to Parent’s or a Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereofLoan Documents). Restricted Subsidiary Consolidated EBITDA - for any Subsidiary period of Parent other than an Unrestricted Subsidiary. The Restricted Subsidiaries as of the Closing Date are identified determination calculated on Schedule 9.1.11. Rolling Stock - any railroad car, locomotive, stacktrain or other rolling stock, or accessories used on such railroad cars, locomotives or other rolling stock (including superstructures and racks); provided, that Rolling Stock shall exclude Tractor Trailers. Sale and Leaseback Transaction - any arrangement, directly or indirectly, whereby a seller or transferor shall sell or otherwise transfer any real or personal property and then or thereafter lease, or repurchase under an extended purchase contract, conditional sales or other title retention agreementPro Forma Basis, the same property.Consolidated Net Income for such period, plus:

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Receivables Facility of Credit issued by such Issuing Bank in the aggregate shall not exceed such Issuing Bank’s, LC Issuance Sublimit following the issuance of such Letter of Credit without the consent of such Issuing Bank in its sole discretion. LC Documents - an arrangement between Parent all documents, instruments and agreements (including LC Requests and LC Applications) delivered by Administrative Borrower, Loan Parties or a Restricted Subsidiary any other Person to any Issuing Bank or Agent in connection with issuance, amendment or renewal of, or payment under, any Letter of Credit. LC Issuance Sublimit - for any Issuing Bank, its obligation to issue Letters of Credit up to the maximum aggregate stated amount on Schedule 1.1(b), or as specified hereafter in the most recent Assignment and another Person pursuant Acceptance to which it is a party. The LC Issuance Sublimit of any Issuing Bank may be increased from time to time with the consent of such Issuing Bank and the approval of Agent. LC Obligations - the sum (without duplication) of (a) Parent or such Restricted Subsidiary, as applicable, sells (directly or indirectly) in the Ordinary Course all amounts owing by Borrowers for any drawings under Letters of Business to such Person Accounts owing from by customers, together with Receivables Assets related thereto, Credit; (b) the obligations aggregate undrawn amount of Parent or such Restricted Subsidiary, as applicable, thereunder are non-recourse (except for Receivables Purchase Obligations) to Parent and such Restricted Subsidiary all outstanding Letters of Credit; and (c) the financing terms, covenants, termination events all fees and other provisions thereof shall be on market terms (as determined in good faith amounts owing by Parent) and may include Standard Receivables UndertakingsBorrowers with respect to Letters of Credit. Receivables Purchase Obligation LC Request - any obligation of Parent or a Restricted Subsidiary in respect of Receivables Assets in a Receivables Facility to purchase Receivables Assets arising as a result request for issuance of a breach Letter of Credit, to be provided by Administrative Xxxxxxxx, on behalf of a representationBorrower, warranty or covenant otherwise, including as a result of receive or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to such party. Receivables SPV - YRCW Receivables LLC, a Delaware limited liability company. Recipient - Agent, any Lender or any Issuing Bank, in customary form which shall be in form and substance reasonably satisfactory to Agent and Issuing Bank. Leasehold Property - any leasehold interest of any Loan Party as applicablelessee under any lease of Real Property. Reddaway Xxxxxx Xxxxxxxxxxx - Lenders and their officers, directors, employees, Controlled Affiliates, agents and attorneys. Lenders - as defined in the preamble to this Agreement, including Agent and any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Acceptance or otherwise. Refinancing Transactions Letter of Credit - any standby or documentary letter of credit, including all Existing Letters of Credit, issued by any Issuing Bank for the repayment account of all amounts due or outstanding under or in respect of, and the termination ofany Loan Party. Letter of Credit Subline - at any time of determination, the Existing Term Facility lesser of (x) $450,000,000 and (y) the Existing ABL Facilityaggregate Commitments at such time. License - any Patent License, the release Trademark License, Copyright License, Commercial Software License or other license or sublicense agreement granting rights under Intellectual Property to which any Loan Party is a party, including those listed on Schedule 1.1(f). Lien - any mortgage, deed of all cash and trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other amounts restricted under security interest or by the Existing Term Facility and the Existing ABL Facility and the termination and release preferential arrangement of any and all commitmentskind or nature whatsoever (including any conditional sale or other title retention agreement, security interests and guaranties in connection therewith on the Closing Date. Register - as defined in Section 13.3.3. Reimbursement Date - as defined in Section 2.3.2. Relevant Governmental Body - the Federal Reserve Board and/or the Federal Reserve Bank any easement, right of New York, way or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto. Release - any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment. Report - as defined in Section 12.2.3. Reportable Event - any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived with respect to a Plan. Required Lenders - subject to Section 4.2, (a) Lenders holding in excess of fifty-one percent (51%) of the Commitments; or (b) if the Commitments have terminated, Lenders holding DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Facility Exposure in excess fifty-one percent (51%) encumbrance on title to Real Property, and any Capitalized Lease or financing lease having substantially the same economic effect as any of the aggregate Facility Exposureforegoing). Liquidity - as of any date of determination calculated on a Pro Forma Basis, the amount equal to: (a) Availability on such date, plus (b) all cash maintained by Loan Parties in one or more Dominion Accounts on such date (excluding the Borrowing Base Cash Account); provided, that during the period from the Closing Date to the date that is forty-five (45) days after the Closing Date (or such longer period as Agent may agree in its reasonable discretion), Dominion Accounts shall be deemed to include any deposit account of Loan Parties as to which a Deposit Account Control Agreement is required to be delivered (or other method of control effected) under this Agreement whether or not such requirement has been satisfied. Loan - a loan made pursuant to Section 2.1, and any Overadvance Loan or Protective Advance; collectively, Loans. Loan Account - the loan account established by each Lender on its books pursuant to Section 5.9. Loan Documents - this Agreement, Other Agreements and Security Documents. For the avoidance of doubt, no Defaulting Lender shall be included Hedging Agreements and any agreements in respect of Bank Product Debt do not constitute Loan Documents. Loan Party or Loan Parties - each Borrower and/or Guarantor as applicable. London Banking Day - a day on which dealings in US dollars deposits are transacted in the calculation of Required LendersLondon interbank market. Resignation Effective Date Margin Stock - as defined in Section 12.8.1Regulation U of the Federal Reserve Board. Resolution Authority Master Account - an EEA Resolution Authority oraccount maintained by Administrative Xxxxxxxx, on behalf of Borrowers, with respect to any UK Financial Institution, Agent as designated in a UK Resolution Authority. Responsible Officer - the chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer, director of treasury or other similar officer of a Loan Party and, as to any document delivered letter agreement between Administrative Borrower and Agent on the Closing Date, Date and any secretary or assistant secretary of such Loan Partyother account designated as the “Master Account” by Administrative Borrower and Agent from time to time. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed by the recipient of such document to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party Master Assignment and such Responsible Officer shall be conclusively presumed by the recipient of such document to have acted on behalf of such Loan Party. Restated Term Debt Agreement Assumption - that certain Amended Master Assignment and Restated Credit Assumption Agreement, dated as of September 11, 2019the Second Amendment Effective Date, by and among the Lenders and Agent. Material Adverse Effect - a (a) material adverse effect on the business, operations, assets, liabilities (actual or contingent), operating results or financial condition of Parent and Restricted Subsidiaries, taken as a whole; (b) material adverse effect on the ability of Loan Parties, Cortland Products Corp. Parties (n/k/taken as a Alter Domus Products Corp.whole) to fully and timely perform their payment obligations under the lenders party thereto, as amended by that certain Amendment No. 1 Loan Documents to which any Loan Party is a party; or (c) material adverse effect on the rights and remedies available to Lenders or Agent under any Loan Document (other than due to the Amended and Restated Credit Agreement, dated as action or inaction of April 7, 2020, as further amended by that certain Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of July 7, 2020, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement and the Term Debt Intercreditor Agreement. Restricted Payment - any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Parent Agent or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest of Parent or any Restricted Subsidiary, or on account of any return of capital to Parent’s or a Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof). Restricted Subsidiary - any Subsidiary of Parent other than an Unrestricted Subsidiary. The Restricted Subsidiaries as of the Closing Date are identified on Schedule 9.1.11. Rolling Stock - any railroad car, locomotive, stacktrain or other rolling stock, or accessories used on such railroad cars, locomotives or other rolling stock (including superstructures and racksLender); provided, that Rolling Stock shall exclude Tractor Trailers. Sale and Leaseback Transaction - any arrangementthat, directly or indirectly, whereby a seller or transferor shall sell or otherwise transfer any real or personal property and then or thereafter lease, or repurchase under an extended purchase contract, conditional sales or other title retention agreementwith respect to the foregoing clause (a), the same propertyimpacts of COVID 19 on the business, operations, assets, liabilities (actual or contingent), operating results or financial condition of Parent and Restricted Subsidiaries, taken as a whole, will be disregarded.

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Receivables Facility - an arrangement between Parent ownership or acquisition of any equity interest in such Lender or any direct or indirect parent company thereof by a Restricted Subsidiary and another Person pursuant to which Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (a) Parent or such Restricted Subsidiary, as applicable, sells (directly Governmental Authority or indirectly) in the Ordinary Course of Business to such Person Accounts owing from by customers, together with Receivables Assets related thereto, (b) the obligations of Parent or such Restricted Subsidiary, as applicable, thereunder are non-recourse (except for Receivables Purchase Obligationsinstrumentality) to Parent and reject, repudiate, disavow or disaffirm any contracts or agreements made with such Restricted Subsidiary and (c) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined Lender. Any determination made in good faith by Parent) and may include Standard Receivables Undertakings. Receivables Purchase Obligation - any obligation of Parent or Agent that a Restricted Subsidiary in respect of Receivables Assets in Lender is a Receivables Facility to purchase Receivables Assets arising as a result of a breach of a representation, warranty or covenant otherwise, including as a result of receive or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to such party. Receivables SPV - YRCW Receivables LLC, a Delaware limited liability company. Recipient - Agent, any Defaulting Lender or any Issuing Bank, as applicable. Reddaway - as defined in the preamble to this Agreement. Refinancing Transactions - the repayment of all amounts due or outstanding under or in respect of, and the termination of, the Existing Term Facility and the Existing ABL Facility, the release of all cash and other amounts restricted under or by the Existing Term Facility and the Existing ABL Facility and the termination and release of any and all commitments, security interests and guaranties in connection therewith on the Closing Date. Register - as defined in Section 13.3.3. Reimbursement Date - as defined in Section 2.3.2. Relevant Governmental Body - 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 or any successor thereto. Release - any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment. Report - as defined in Section 12.2.3. Reportable Event - any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived with respect to a Plan. Required Lenders - subject to Section 4.2, clauses (a) Lenders holding in excess of fifty-one percent through (51%g) of the Commitments; or (b) if the Commitments have terminatedabove shall be conclusive and binding absent manifest error, Lenders holding DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Facility Exposure in excess fifty-one percent (51%) of the aggregate Facility Exposure. For the avoidance of doubt, no Defaulting and such Lender shall be included in the calculation deemed to be a Defaulting Lender upon delivery of Required Lenderswritten notice of such determination to Administrative Borrower, each Issuing Bank and each Lender. Resignation Effective Date Default Rate - as defined for any Obligation described in Section 12.8.13.1.1(b) (including, to the extent permitted by law, accrued but unpaid interest), two percent (2%) plus the interest rate otherwise applicable thereto. Resolution Authority Deferred Revenue Reserve - an EEA Resolution Authority orat any date of determination, with respect to any UK Financial Institution, a UK Resolution Authority. Responsible Officer - the chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer, director 85% of treasury or other similar officer of a Loan Party and, “deferred revenue liability” as to any document delivered reflected on the Closing Date, any secretary or assistant secretary of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed by the recipient of such document to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed by the recipient of such document to have acted on behalf of such Loan Party. Restated Term Debt Agreement - that certain Amended and Restated Credit Agreement, dated as of September 11, 2019, by and among the Loan Parties, Cortland Products Corp. (n/k/a Alter Domus Products Corp.) and the lenders party thereto, as amended by that certain Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of April 7, 2020, as further amended by that certain Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of July 7, 2020, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement and the Term Debt Intercreditor Agreement. Restricted Payment - any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest balance sheet of Parent or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest of Parent or any Restricted Subsidiary, or on account of any return of capital to Parent’s or a Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof). Restricted Subsidiary - any Subsidiary of Parent other than an Unrestricted Subsidiary. The and Restricted Subsidiaries as of the Closing Date are identified last day of the most recently completed Fiscal Month. Deposit Account Control Agreements - the written agreements, in form and substance reasonably satisfactory to Agent and Administrative Borrower, by and among Agent, for the benefit of Secured Parties, each Loan Party with a deposit account at any bank and the bank at which such deposit account is at any time maintained, which provides that such bank will comply with instructions originated by Agent directing disposition of the funds in such deposit account without further consent by such Loan Party and has such other terms and conditions as Agent may reasonably require. Dilution - as of any date of determination on Schedule 9.1.11. Rolling Stock - any railroad cara consolidated basis for all Loan Parties, locomotivea percentage, stacktrain based upon the experience of the immediately prior 365 consecutive days, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits or other rolling stockdilutive items with respect to Loan Parties’ Accounts during such period, or accessories used on by (b) Loan Parties’ xxxxxxxx with respect to Accounts during such railroad carsperiod. Dilution Reserve - as of any date of determination, locomotives or other rolling stock an amount sufficient to reduce the advance rate against Eligible Accounts by one (including superstructures and racks1) percentage point for each percentage point by which Dilution is in excess of five percent (5%); provided, that Rolling Stock shall exclude Tractor Trailers. Sale and Leaseback Transaction - any arrangement, directly or indirectly, whereby a seller or transferor shall sell or otherwise transfer any real or personal property and then or thereafter lease, or repurchase under an extended purchase contract, conditional sales or other title retention agreement, the same property.