EXECUTION VERSION AMENDMENT NO. 4 TO CREDIT AGREEMENT AND CONSENT This AMENDMENT NO. 4 TO CREDIT AGREEMENT AND CONSENT (this “Amendment and Consent”) is entered into as of December 28, 2020 among GTT Communications, Inc., a Delaware corporation (the...
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EXECUTION VERSION AMENDMENT NO. 4 TO CREDIT AGREEMENT AND CONSENT This AMENDMENT NO. 4 TO CREDIT AGREEMENT AND CONSENT (this “Amendment and Consent”) is entered into as of December 28, 2020 among GTT Communications, Inc., a Delaware corporation (the “U.S. Borrower”), GTT Communications B.V., a company organized under the laws of the Netherlands (the “EMEA Borrower”), each other Credit Party party hereto, the Lenders party hereto (which include the Required Lenders, the Required Revolving Lenders and the Required 2020 EMEA Term Lenders) (collectively, the “Consenting Lenders”) and KeyBank National Association, as the administrative agent (the “Administrative Agent”). Capitalized terms used in this Amendment and Consent and not defined herein have the meanings assigned to them in the Amended Credit Agreement referenced below. WHEREAS, the U.S. Borrower, the EMEA Borrower, the Lenders from time to time party thereto and the Administrative Agent have entered into that certain Credit Agreement, dated as of May 31, 2018 (as amended, restated, amended and restated, waived, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; the Credit Agreement, as amended by this Amendment and Consent, is hereinafter referred to as the “Amended Credit Agreement”); WHEREAS, the Borrowers have requested that the Lenders consent to, and the Consenting Lenders have agreed to consent to, (a) the Amendments (as defined below), (b) the entry by the Borrowers into the Priming Facility Credit Agreement (as defined below) and the terms thereof, (c) the entry by the Administrative Agent into the Priming Facility Intercreditor Agreement (as defined below) and the terms thereof and (d) the terms of the Lender Forbearance Agreement (as defined below) and, in each case, be bound thereby upon the terms and subject to the conditions set forth herein; and WHEREAS, the Administrative Agent is executing this Amendment and Consent and the Priming Facility Intercreditor Agreement at the direction of the Consenting Lenders and the CAM Amendment (as defined below) at the direction of the Required Lenders. NOW, THEREFORE, in consideration of the premises, agreements, provisions and covenants contained herein, the parties hereto hereby agree as follows: 1. Consent. Pursuant to Section 11.12 of the Credit Agreement, the undersigned Consenting Lenders hereby consent to the following: (a) the Credit Agreement is hereby amended (i) to delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and (ii) to add the blue or green double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text), in each case, as set forth in the marked copy of the Credit Agreement attached as Annex A hereto and made a part hereof for all purposes (the “Amendments”); (b) the entry by the U.S. Borrower and the EMEA Borrower into the Priming Facility Credit Agreement attached hereto as Annex B (the “Priming Facility Credit Agreement”) and all transactions contemplated thereby, including the incurrence by the EMEA Borrower and the other Credit Parties of all principal, interest, premiums, fees and other amounts thereunder and the granting of security interests in and liens on the Collateral to secure the same; (c) the entry by the Administrative Agent into the Priming Facility Intercreditor Agreement attached hereto as Annex C (the “Priming Facility Intercreditor Agreement”) and the terms thereof (including that the security interests in and liens on the Collateral securing the U.S. Obligations, the EMEA Facility Obligations and the Non-U.S. EMEA Credit Party Obligations
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3 obligations under each of the Loan Documents to which it is a party, and (d) reaffirms and ratifies its guarantee of the Non-U.S. EMEA Credit Party Obligations and the pledge of and/or grant of a security interest in its assets constituting Collateral under the Non-U.S. Security Agreements to secure the Non-U.S. EMEA Credit Party Obligations and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Non- U.S. EMEA Credit Party Obligations, in each case subject to the limitations of security and guarantees set out in the relevant Loan Documents; (c) the Amendment to the Collection Allocation Mechanism Agreement, dated as of the date hereof (the “CAM Amendment”), shall have been duly executed and delivered by the Lenders party thereto and the Administrative Agent and shall be in full force and effect; (d) to the extent invoiced at least one Business Day prior to the date of this Amendment and Consent, the Credit Parties shall have paid the reasonable and documented fees, charges and disbursements of (i) Xxxxx Day, counsel to the Administrative Agent, and one local counsel to the Administrative Agent in each relevant jurisdiction, (ii) Milbank LLP, counsel to certain Term Lenders and (iii) Xxxxxxxx Xxxxx Capital Inc., financial advisor to certain Term Lenders, in each case, incurred in connection with this Amendment and Consent; (e) the U.S. Borrower and beneficial owners of more than a majority of the outstanding 2024 Notes shall have entered into a forbearance agreement in the form attached hereto as Annex E (the “Noteholder Forbearance Agreement”) with respect to the Noteholder Specified Defaults (as defined in the Noteholder Forbearance Agreement), which shall be in full force and effect; (f) the Fifth Supplemental Indenture, dated as of the hereof, by and among the U.S. Credit Parties and Wilmington Trust, National Association shall have been duly executed and delivered by the parties thereto and shall be in full force and effect; (g) the Priming Facility Credit Agreement shall have been duly executed and delivered by the U.S. Borrower, the EMEA Borrower and Delaware Trust Company (the “Priming Facility Administrative Agent”) and shall be in full force and effect; and (h) the Administrative Agent shall have received an opinion of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, New York counsel to the Credit Parties, in form and substance reasonably satisfactory to the Required Lenders (it being agreed that the execution and delivery of this Amendment and Consent by the Required Lenders shall be deemed confirmation that such opinion is reasonably satisfactory to the Required Lenders). 5. Representations and Warranties. To induce the Lenders party hereto to execute and deliver this Amendment and Consent, each of the Borrowers represents, warrants and covenants that: (a) this Amendment and Consent has been duly authorized by all necessary corporate or other organizational action and has been duly executed and delivered by the EMEA Borrower and each U.S. Credit Party and constitutes a legal, valid and binding obligation in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or law); (b) neither the execution, delivery and performance of this Amendment and Consent and all documents and instruments delivered in connection herewith nor the consummation of the
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4 transactions contemplated hereby or thereby contravenes, results in a breach of, or violates (i) any provision of such Borrower’s organizational documents or (ii) any applicable law; (c) as of the date hereof, except for the Lender Specified Defaults (as defined in the Lender Forbearance Agreement), no Default or Event of Default has occurred and is continuing; and (d) the representations and warranties of the Credit Parties contained in the Amended Credit Agreement and the other Loan Documents (other than the representations and warranties described in (x) Section 5.07(a) and Section 5.20 of the Amended Credit Agreement, in each case, solely to the extent related to the Lender Specified Defaults (as defined in the Lender Forbearance Agreement) and (y) Section 5.08 and Section 5.09) are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made (except to the extent any such representation or warranty is qualified by “materiality” or “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects). 6. Representations, Warranties and Covenants of the Consenting Lenders. Each Consenting Lender severally (but not jointly) represents, warrants and covenants that, (i) as of the date hereof, it is the beneficial owner and/or investment advisor or manager of discretionary accounts for the holders or beneficial owners of the Loans and/or Commitments set forth on the signature page hereof beneath its name, and (ii) the execution, delivery and performance by such Consenting Lender of this Amendment and Consent and all documents and instruments delivered in connection herewith have been duly authorized by such Consenting Lender, this Amendment and Consent has been duly executed and delivered by such Consenting Lender, and this Amendment and Consent and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Consenting Lender enforceable against it in accordance with their terms, except as the enforcement thereof may be subject to (x) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and (y) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law). 7. Indemnification. Each of the Consenting Lenders hereby reaffirms all of its obligations under Section 9.09 of the Credit Agreement with respect to the Administrative Agent’s entry into this Amendment and Consent, the CAM Amendment and the Priming Facility Intercreditor Agreement and the transactions contemplated hereby and thereby. 8. Miscellaneous. The provisions of Section 11.08(b) through Section 11.08(d), and Sections 11.09, 11.10, 11.19 and 11.21 of the Credit Agreement are incorporated herein mutatis mutandis as if set forth herein. The words “execution,” “signed,” “signature,” and words of like import in this Amendment and Consent shall be deemed to include electronic signatures or the keeping of electronic 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. 9. Effect of Amendment and Consent. All of the terms, conditions, representations, warranties and covenants contained in the Loan Documents shall continue in full force and effect, in each case, as expressly modified by this Amendment and Consent. This Amendment and Consent is a Loan
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5 Document. Except as expressly stated herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. 10. Reaffirmation and Acknowledgement. (a) Each U.S. Credit Party, by its signature below, hereby (i) consents to the terms hereof and hereby acknowledges and agrees that any Loan Document to which it is a party or otherwise bound shall continue in full force and effect (including, without limitation, the pledge and security interest in any Collateral granted by it pursuant to the Loan Documents), (ii) acknowledges and agrees that the Obligations under the Loan Documents are in all respects continuing, (iii) reaffirms all of its obligations under each of the Loan Documents (as amended hereby) to which it is a party, and (iv) reaffirms its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets constituting Collateral to secure the Obligations and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations. (b) The EMEA Borrower, by its signature below, hereby (i) consents to the terms hereof and hereby acknowledges and agrees that any Loan Document to which it is a party or otherwise bound shall continue in full force and effect (including, without limitation, the pledge and security interest in any Collateral granted by it pursuant to the Loan Documents), (ii) acknowledges and agrees that the Non-U.S. EMEA Credit Party Obligations under the Loan Documents are in all respects continuing, (iii) reaffirms all of its obligations under each of the Loan Documents (as amended hereby) to which it is a party, and (iv) reaffirms its guarantee of the Non- U.S. EMEA Credit Party Obligations and the pledge of and/or grant of a security interest in its assets constituting Collateral under the Non-U.S. Security Agreements to secure the Non-U.S. EMEA Credit Party Obligations and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Non-U.S. EMEA Credit Party Obligations. 11. Governing Law. THIS AMENDMENT AND CONSENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 12. Release. (a) Release of Claims; No Defenses. (i) As of the date of this Amendment and Consent, each Credit Party that is a party hereto and the U.S. Borrower, on behalf of each other Credit Party and each of their respective Subsidiaries (collectively, the “Releasors”), to the fullest extent permitted by law, hereby releases, and forever discharges the Administrative Agent, each Lender and each of its or their respective trustees, officers, directors, participants, beneficiaries, agents, attorneys, affiliates and employees, and the successors and assigns of the foregoing (collectively, the “Released Parties”), from any and all claims, actions, causes of action, suits, defenses, set-offs against the Obligations, and liabilities of any kind or character whatsoever, known or unknown, contingent or matured, suspected or unsuspected, anticipated or unanticipated, liquidated or unliquidated, claimed or unclaimed, in contract
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6 or in tort, at law or in equity, or otherwise, including, without limitation, claims or defenses relating to allegations of usury, which relate, in whole or in part, directly or indirectly, to the Loans, the Loan Documents, the Obligations, the Collateral or this Amendment and Consent, in each case, which existed, arose or occurred at any time prior to the date of this Amendment and Consent, including, without limitation, the negotiation, execution, performance or enforcement of the Loan Documents and this Amendment and Consent, any claims, causes of action or defenses based on the negligence of any of the Released Parties or on any “lender liability” theories of, among others, unfair dealing, control, misrepresentation, omissions, misconduct, overreaching, unconscionability, disparate bargaining position, reliance, equitable subordination, or otherwise, and any claim based upon illegality or usury (collectively, the “Released Claims”). No Releasor shall intentionally, willfully or knowingly commence, join in, prosecute, or participate in any suit or other proceeding in a position which is adverse to any of the Released Parties, arising directly or indirectly from any of the Released Claims. The Released Claims include, but are not limited to, any and all unknown, unanticipated, unsuspected or misunderstood claims and defenses which existed, arose or occurred at any time prior to the date of this Amendment and Consent, all of which are released by the provisions hereof in favor of the Released Parties. (ii) Each Releasor acknowledges and agrees that it has no defenses, counterclaims, offsets, cross-complaints, causes of action, rights, claims or demands of any kind or nature whatsoever, including, without limitation, any usury or lender liability claims or defenses, arising out of the Loan Documents or this Amendment and Consent, that can be asserted either to reduce or eliminate all or any part of any of the Releasors’ liability to the Administrative Agent and the Lenders under the Loan Documents, or to seek affirmative relief or damages of any kind or nature from the Administrative Agent or the Lenders, for or in connection with the Loans or any of the Loan Documents. Each Releasor further acknowledges that, to the extent that any such claim does in fact exist, it is being fully, finally and irrevocably released by them as provided in this Amendment and Consent. (iii) Each Releasor hereby waives the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist as of the date of this Amendment and Consent, which, if known, would have materially affected the decision to agree to these releases. Accordingly, each Releasor hereby agrees, represents and warrants to the Administrative Agent and each Lender that it understands and acknowledges that factual matters now unknown may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and each Releasor further agrees, represents and warrants that the releases provided herein have been negotiated and agreed upon, and in light of, that realization and that each Releasor nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner set forth in or related to the Released Claims and all dealings in connection therewith. (iv) In making the releases set forth in this Amendment and Consent, each Releasor acknowledges that it has not relied upon any representation of any kind made by any Released Party. (v) It is understood and agreed by the Releasors and the Released Parties that the acceptance of delivery of the releases set forth in this Amendment and Consent shall
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7 not be deemed or construed as an admission of liability by any of the Released Parties and the Administrative Agent, on behalf of itself and the other Released Parties, hereby expressly denies liability of any nature whatsoever arising from or related to the subject of such releases. [Signature Pages Follow]
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Acknowledged and agreed to: KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: VP
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Annex A – Conformed Credit Agreement [See attached]
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Conformed for Amendment No. 1 to Credit Agreement, dated August 8, 2019 Conformed for Amendment No. 2 to Credit Agreement, dated February 28, 2020 Conformed for Amendment No. 3 to Credit Agreement, dated August 10, 2020 Conformed for Amendment No. 4 to Credit Agreement, dated December 28, 2020 DEAL CUSIP NUMBER: 00000XXX0 REVOLVER CUSIP NUMBER: 00000XXX0 U.S. TERM LOAN CUSIP NUMBER: 00000XXX0 CLOSING DATE EMEA TERM LOAN CUSIP NUMBER: 00000XXX0 2020 EMEA TERM LOAN CUSIP NUMBER: X0000XXX0 CREDIT AGREEMENT dated as of May 31, 2018 among GTT COMMUNICATIONS, INC., as the U.S. Borrower, GTT COMMUNICATIONS B.V., as the EMEA Borrower, THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders, and KEYBANK NATIONAL ASSOCIATION, as LC Issuer and as Administrative Agent _______________________________________________ CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, KEYBANK NATIONAL ASSOCIATION, SUNTRUST BANK, XXXXXXX XXXXX BANK USA and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Syndication Agents, and CITIZENS BANK, NATIONAL ASSOCIATION and ING CAPITAL LLC, as Documentation Agents CREDIT SUISSE SECURITIES (USA) LLC, KEYBANC CAPITAL MARKETS INC., SUNTRUST XXXXXXXX XXXXXXXX, INC., XXXXXXX XXXXX BANK USA, XXXXXX XXXXXXX SENIOR FUNDING, INC., CITIZENS BANK, NATIONAL ASSOCIATION and ING CAPITAL LLC, as Joint Lead Arrangers and Joint Bookrunners
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-vi- Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment Agreement Exhibit H [Intentionally Omitted] Exhibit I Form of Intercompany Subordination Agreement Exhibit J-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
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-1- This CREDIT AGREEMENT is entered into as of May 31, 2018 among the following: (i) GTT Communications, Inc., a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectively, the “Borrowers”); (iii) the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”); and (iv) KeyBank National Association, as the administrative agent (the “Administrative Agent”), and as an LC Issuer (as hereinafter defined). PRELIMINARY STATEMENTS (1) Pursuant to the share purchase agreement, dated as of February 23, 2018 (the “Target Acquisition Agreement”), by and among GTT Holdings Limited, a private limited company registered in England and Wales as the purchaser (as successor by assignment to GTT Americas, LLC, the “Purchaser”), the U.S. Borrower, as a guarantor, Emasan AG (“Emasan”), Turbo Holdings Lux II Sarl (“Turbo” and, together with Emasan, the “Sellers”) and Interoute Communications Holdings S.A., a public limited liability company (société anonyme) organized under the laws of Luxembourg (the “Target”), the U.S. Borrower will, simultaneously with the making of the initial Loans hereunder, indirectly acquire all of the outstanding Equity Interests of the Target (the “Target Acquisition”). (2) The U.S. Borrower has requested that the Lenders and each LC Issuer extend credit to the U.S. Borrower to (a) finance the Target Acquisition, (b) repay and refinance the U.S. Borrower’s obligations under the Borrower Existing Credit Agreement and (c) provide working capital and funds for other general corporate purposes and other purposes permitted hereunder, including fees and expenses incurred in connection with the Transactions, in the form of (x) Closing Date U.S. Term Loans denominated in Dollars in the aggregate principal amount $1,770,000,000 and (y) Revolving Loans denominated in Approved Currencies in an aggregate principal amount not to exceed $200,000,000, which Revolving Commitment has been reduced to $85,718,058.65. (3) The EMEA Borrower has requested that the Lenders extend credit to the EMEA Borrower (x) on the Closing Date, in order to (a) finance the Target Acquisition, (b) repay and refinance the Target’s obligations under the Target Existing Credit Agreements and (c) provide working capital and funds for other general corporate purposes and other purposes permitted hereunder, including fees and expenses incurred in connection with the Transactions, in the form of Closing Date EMEA Term Loans denominated in Euros in the aggregate principal amount of €750,000,000 and (y) on the Amendment No. 2 Effective Date, in order to provide working capital and funds for other general corporate purposes and other purposes permitted hereunder, including fees and expenses incurred in connection therewith, in the form of 2020 EMEA Term Loans denominated in Dollars in the aggregate principal amount of $140,000,000. (4) Subject to and upon the terms and conditions set forth herein, the Lenders and each LC Issuer are willing to extend credit and make available to the Borrowers the credit facilities provided for herein for the foregoing purposes. AGREEMENT In consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:
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-3- “Additional Credit Extension Amendment” means an amendment to this Agreement (which may, at the option of the Administrative Agent in consultation with the U.S. Borrower, be in the form of an amendment and restatement of this Agreement) providing for any Incremental Term Loans pursuant to Section 2.17, Incremental Revolving Credit Commitments pursuant to Section 2.17, Extended Revolving Commitments pursuant to Section 2.18, Extended Term Loans pursuant to Section 2.19, Refinancing Term Loans pursuant to Section 2.20 and/or Replacement Revolving Commitments pursuant to Section 2.21, which shall be consistent with the applicable provisions of this Agreement and otherwise reasonably satisfactory to the parties thereto; provided that no such amendment shall effect any amendment that would require the consent of each affected Lender or all Lenders pursuant to the proviso to Section 11.12(a) unless such consents have been obtained. “Additional Security Documents” has the meaning provided in Section 6.10(a). “Adjusted Eurocurrency Rate” means with respect to each Interest Period for a Eurocurrency Loan, the greatest of (A) (i) (x) with respect to any Eurocurrency Loan denominated in Euros, the EURIBO Rate and (y) with respect to any Eurocurrency Loan denominated in an Approved Currency other than Euros, the rate per annum equal to the offered rate appearing on Bloomberg Screen US0003M Index Page (or on the appropriate page of any successor to or substitute for such service, or, if such rate is not available, on the appropriate page of any generally recognized financial information service, as selected by the Administrative Agent from time to time) that displays an average ICE Benchmark Administration (or any successor thereto) Interest Settlement Rate at approximately 11:00 A.M. (London time) two (2) Business Days prior to the commencement of such Interest Period, for deposits in the applicable Approved Currency with a maturity comparable to such Interest Period, divided (and rounded to the nearest 1/100th of 1%) by (ii) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves and without benefit of credits for proration, exceptions or offsets that may be available from time to time) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided, however, that if the rate referred to in clause (i) above is not available at any such time for any reason, then the rate referred to in clause (i) shall instead be the interest rate per annum, as determined by the Administrative Agent, to be the average (rounded to the nearest 1/100th of 1%) of the rates per annum at which deposits in the applicable Approved Currency in an amount equal to the amount of such Eurocurrency Loan are offered to major banks in the London interbank market at approximately 11:00 A.M. (London time), two (2) Business Days prior to the commencement of such Interest Period, for contracts that would be entered into at the commencement of such Interest Period for the same duration as such Interest Period and (B) 0.00% per annum. “Administrative Agent” has the meaning provided in the first paragraph of this Agreement and includes any successor to the Administrative Agent appointed pursuant to Section 9.11. “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person, or, in the case of any Lender that is an investment fund, the investment advisor thereof and any investment fund having the same investment advisor. A Person shall be deemed to control a second Person if such first Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors or managers of such second Person or (ii) to direct or cause the direction of the management and policies of such second Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall in any event be considered an Affiliate of the U.S. Borrower or any of its Subsidiaries.
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-4- “Aggregate Credit Facility Exposure” means, at any time, the sum of (i) the Aggregate Revolving Facility Exposure at such time and (ii) the aggregate principal amount of the Term Loans outstanding at such time. “Aggregate Foreign Currency Exposure” means, at any time, the portion of the Aggregate Revolving Facility Exposure comprised of Revolving Loans and LC Outstandings denominated in an Approved Foreign Currency. “Aggregate Revolving Facility Exposure” means, at any time, the sum of (i) the aggregate principal amount of all Revolving Loans made by all Lenders and outstanding at such time and (ii) the aggregate amount of the LC Outstandings at such time. “Agreed Customer Lien Subordination Agreement” means a lien subordination agreement entered into by the Administrative Agent and any customer of the U.S. Borrower or any Subsidiary from time to time which agreement shall be in form and substance reasonably acceptable to the Administrative Agent (it being agreed that the Hibernia Atlantic Lien Subordination Agreement, dated as of June 14, 2017, among Keybank National Association, as administrative agent, the Credit Parties thereto and Microsoft is in form and substance satisfactory to the Administrative Agent). “Agreed Customer NDA” means a non-disturbance and attornment agreement entered into by the Administrative Agent and any customer of the U.S. Borrower or any Subsidiary from time to time which agreement shall be in form and substance reasonably acceptable to the Administrative Agent (it being agreed that the Hibernia Atlantic Cable System Non-Disturbance and Attornment Agreement, dated as of June 14, 2017, between Keybank National Association, as administrative agent and Microsoft is in form and substance satisfactory to the Administrative Agent). “Agreed Security Principles” means the principles set forth on Schedule 1.01(a). “Agreement” means this Credit Agreement, including any exhibits or schedules, as the same may from time to time be amended, restated, amended and restated, supplemented or otherwise modified. “Amendment No. 1” means that certain Amendment No. 1 to Credit Agreement, dated as of the Amendment No. 1 Effective Date, by and among the Borrowers and the Administrative Agent. “Amendment No. 1 Effective Date” means August 8, 2019. “Amendment No. 2” means that certain Amendment No. 2 to Credit Agreement, dated as of the Amendment No. 2 Effective Date, by and among the Credit Parties, the 2020 EMEA Term Lenders and the Administrative Agent. “Amendment No. 2 Effective Date” means February 28, 2020. “Amendment No. 3 Effective Date” means August 10, 2020. “Amendment No. 4 Effective Date” means December 28, 2020. “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the U.S. Borrower or any Subsidiary from time to time concerning or relating to bribery or corruption. “Anti-Terrorism Law” means the USA Patriot Act or any other domestic or foreign law pertaining to the prevention of future acts of terrorism, in each case as such law may be amended from time to time.
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-5- “Applicable Borrower” means (a) with respect to EMEA Facility Obligations, the EMEA Borrower, and (b) with respect to the Loans that are U.S. Obligations, Letters of Credit and Revolving Commitments, the U.S. Borrower. “Applicable Lending Office” means, with respect to each Lender, the office designated by such Lender to the Administrative Agent as such Lender’s lending office for all purposes under this Agreement. A Lender may have a different Applicable Lending Office for Base Rate Loans and Eurocurrency Loans. “Applicable Margin” means the Applicable Term Loan Margin or the Applicable Revolving Loan Margin. “Applicable Prepayment Portion” means, with respect to (i) any prepayment required by Section 2.13(c)(iv) to be made by the EMEA Borrower, the aggregate amount of Excess Cash Flow that is attributable to the Non-U.S. Prepayment Group; (ii) any prepayment required by Section 2.13(c)(iv) to be made by the U.S. Borrower, the aggregate amount of Excess Cash Flow that is attributable to the U.S. Prepayment Group; (iii) any prepayment required by Section 2.13(c)(v) to be made by the EMEA Borrower, the aggregate amount of Excess Asset Sale Proceeds that are attributable to the sale or disposition of assets that were owned by the Non-U.S. Prepayment Group; (iv) any prepayment required by Section 2.13(c)(v) to be made by the U.S. Borrower, the aggregate amount of Excess Asset Sale Proceeds that are attributable to the sale or disposition of assets that were owned by the U.S. Prepayment Group; (v) any prepayment required by Section 2.13(c)(vii) to be made by the EMEA Borrower, the aggregate amount of Excess Event of Loss Proceeds that are attributable to the Event of Loss with respect to assets owned by the Non-U.S. Prepayment Group; and (vi) any prepayment required by Section 2.13(c)(vii) to be made by the U.S. Borrower, the aggregate amount of Excess Event of Loss Proceeds that are attributable to the Event of Loss with respect to assets owned by the U.S. Prepayment Group. “Applicable Revolving Loan Margin” means (i) 175 basis points for Revolving Loans that are Base Rate Loans, (ii) 275 basis points for Revolving Loans that are Eurocurrency Loans denominated in an Approved Currency other than Euros and (iii) 325 basis points for Revolving Loans that are Eurocurrency Loans denominated in Euros. “Applicable Term Loan Margin” means (a) with respect to Closing Date Term Loans, (i) 175 basis points for Closing Date U.S. Term Loans that are Base Rate Loans, (ii) 275 basis points for Closing Date U.S. Term Loans that are Eurocurrency Loans and (iii) 325 basis points for Closing Date EMEA Term Loans, (b) with respect to 2020 EMEA Term Loans, (x) on and after the Amendment No. 2 Effective Date and prior to the two-year anniversary of the Amendment No. 2 Effective Date, (i) 325 basis points for 2020 EMEA Term Loans that are Base Rate Loans and (ii) 425 basis points for 2020 EMEA Term Loans that are Eurocurrency Loans, and (y) on and after the two-year anniversary of the Amendment No. 2 Effective Date, (i) 375 basis points for 2020 EMEA Term Loans that are Base Rate Loans and (ii) 475 basis points for 2020 EMEA Term Loans that are Eurocurrency Loans, and (c) with respect to any other Class of Term Loans, the rate or rates specified in the applicable Additional Credit Extension Amendment.
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-6- “Approved Bank” has the meaning provided in subpart (ii) of the definition of “Cash Equivalents”. “Approved Currency” means each of Dollars, Euros, Sterling and any other currency that is approved in accordance with Section 1.05. “Approved Foreign Currency” means any Approved Currency other than Dollars. “Approved Foreign Currency Sublimit” means an amount equal to $20,000,000. The Approved Foreign Currency Sublimit is a part of, and not in addition to, the Total Revolving Commitment. “Approved Fund” means a fund that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit and that is administered or managed by a Lender or an Affiliate of a Lender or its investment advisor. With respect to any Lender, an Approved Fund shall also include any swap, special purpose vehicle purchasing or acquiring security interests in collateralized loan obligations or any other vehicle through which such Lender may leverage its investments from time to time. “Asset Sale” means, with respect to any Person, the sale, lease, transfer or other disposition (including by means of Sale and Lease-Back Transactions, and by means of mergers, consolidations, amalgamations and liquidations of a corporation, partnership or limited liability company of the interests therein of such Person) by such Person to any other Person of any of such Person’s assets; provided that the term Asset Sale specifically excludes the actual or constructive total loss of any property or the use thereof resulting from any Event of Loss. “Assignment Agreement” means an Assignment Agreement substantially in the form of Exhibit G hereto. “Authorized Officer” means, with respect to any Person, any of the following officers: the President, the Chief Executive Officer, the Chief Financial Officer, the General Counsel, any Vice President or Assistant Vice President, any Vice President of Finance, the Treasurer, the Assistant Treasurer or the Controller, or any Secretary or Assistant Secretary, or such other officer of such Person as is authorized in writing to act on behalf of such Person. Unless otherwise qualified, all references herein to an Authorized Officer shall refer to an Authorized Officer of the U.S. Borrower. “Available Amount” means, as of any date of determination, the sum of (i) an amount equal to the greater of (x) $125,000,000 and (y) an amount equal to 25% of Pro Forma EBITDA for the most recently ended Testing Period at the date of determination, plus, (ii) the following determined on a cumulative basis, without duplication: (a) an amount, not less than zero in the aggregate, equal to the aggregate cumulative sum of Excess Cash Flow not required to prepay the Loans pursuant to Section 2.13(c)(iv) for each fiscal year of the U.S. Borrower commencing with the fiscal year ending December 31, 2018, including any Retained Declined Proceeds, plus (b) the cumulative amount of all cash contributions to the common capital of the U.S. Borrower after the Closing Date or the amount of Net Cash Proceeds actually received by the U.S. Borrower after the Closing Date from the issuance of any Equity Interests other than Disqualified Equity Interests, plus (c) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received by the U.S. Borrower or any of the Restricted
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-7- Subsidiaries in cash in respect of any Investments made after the Closing Date pursuant to Section 7.05(o), plus (d) the aggregate net cash proceeds received by the U.S. Borrower in the form of cash or Cash Equivalents dividends and distributions made by any Unrestricted Subsidiary or any joint venture and returns of principal, cash repayments, interest and similar payments made by any Unrestricted Subsidiary or joint venture in respect of Investments made by the U.S. Borrower or any Restricted Subsidiary to any Unrestricted Subsidiary or joint venture made in reliance on the Available Amount, and the net cash proceeds in connection with the sale, transfer or other disposition of assets or Investments consisting of Equity Interests of any Unrestricted Subsidiary or joint venture to any Person other than U.S. Borrower or a Restricted Subsidiary after the Closing Date to the extent such Investment was made in reliance on the Available Amount and, in each case, not to exceed the fair market value of the original Investment, plus (e) in the event that the U.S. Borrower redesignates any Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date (which, for purposes hereof, shall be deemed to also include (A) the merger, consolidation, liquidation or similar amalgamation of any Unrestricted Subsidiary into any Borrower or any Restricted Subsidiary, so long as such Borrower or such Restricted Subsidiary is the surviving Person, and (B) the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to any Borrower or any Restricted Subsidiary), the fair market value (as determined in good faith by the U.S. Borrower) of the Investment in such Unrestricted Subsidiary at the time of such redesignation, plus (f) the fair market value of all Equity Interests (other than Disqualified Equity Interests) of the U.S. Borrower issued upon conversion or exchange of Indebtedness or Disqualified Equity Interests of the U.S. Borrower or any of its Restricted Subsidiaries incurred or issued after the Closing Date (other than Indebtedness owed to or Disqualified Equity Interests held by the U.S. Borrower or any of its Restricted Subsidiaries), minus (g) the sum of (i) the aggregate amount of Investments made after the Closing Date pursuant to Section 7.05(o) and (ii) the aggregate amount of Restricted Payments made after the Closing Date pursuant to Section 7.06(h). “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. “Banking Services Obligations” means all obligations of the Credit Parties, whether absolute or contingent, and howsoever and whensoever created, arising, evidenced or acquired pursuant to Cash Management Agreements with any Cash Management Bank. “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto, as hereafter amended. “Base Rate” means, for any day, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall at all times be equal to the greatest of: (i) the rate of interest established by the Administrative Agent, from time to time, as its “prime rate,” whether or not publicly announced,
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-8- which interest rate may or may not be the lowest rate charged by it for commercial loans or other extensions of credit; (ii) the Federal Funds Effective Rate in effect from time to time, determined one (1) Business Day in arrears, plus 1/2 of 1% per annum; and (iii) the Adjusted Eurocurrency Rate for Loans denominated in Dollars with a one-month Interest Period on such day plus 1.00%; provided, that the Base Rate shall not be less than 1.00%. “Base Rate Loan” means any Loan denominated in Dollars bearing interest at a rate based upon the Base Rate in effect from time to time. “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the 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”. “Borrower” has the meaning provided in the first paragraph of this Agreement. “Borrower Existing Credit Agreement” means the Credit Agreement, dated as of January 9, 2017 (as amended from time to time prior to the date hereof), among the U.S. Borrower, as borrower, the lenders party thereto and KeyBank National Association, as the administrative agent, and the other Loan Documents (as defined therein) related thereto. “Borrowing” means a Revolving Borrowing or a Term Borrowing. “Business Day” means (i) any day other than Saturday, Sunday or any other day on which commercial banks in Cleveland, Ohio, New York, New York or London, England (or, with respect any action taken by or with respect to any LC Issuer, any jurisdiction where such LC Issuer’s lending office is located) are authorized or required by law to close, or are in fact closed, (ii) with respect to any matters relating to Eurocurrency Loans, any day on which dealings in the applicable Approved Currency are carried on in the London interbank market and (iii) with respect to any Eurocurrency Loans made in Euros, any day described in clause (i) above that is also a TARGET Day. “Buyer Loan Parties” has the meaning provided in Section 6.10(e). “CALEA” means the United States Communications Assistance for Law Enforcement Act, codified at 47 U.S.C. § 1001, et seq. “CALEA Requirements” means the CALEA implementation and filing requirements imposed by the FCC on telecommunications carriers in the FCC Rules, including Title 47, Part 1, Subpart Z of the Code of Federal Regulations. “Calculation Date” means (a) the last Business Day of each calendar month and (b) solely with respect to any Loans made or Letters of Credit issued in an Approved Foreign Currency, the second Business Day immediately preceding the date on which such Borrowing or LC Issuance, as applicable, is to be made. “CAM Amendment” means that certain Amendment to Collection Allocation Mechanism Agreement, dated as of the Amendment No. 4 Effective Date, by and among the Lenders party thereto and the Administrative Agent.
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-9- “Canadian Contribution Regime” means the Canadian national revenue-based contribution regime which subsidizes the high cost of residential telephone service in rural and remote parts of Canada and which is established and maintained by the CRTC. “Canadian Contribution Regime Requirements” means the Canadian Contribution Regime contribution and reporting requirements imposed by the CRTC on telecommunications service providers. “Canadian Defined Benefit Pension Plan” means any Canadian Pension Plan that contains a “defined benefit provision” as such term is defined in subsection 147.1(1) of the Income Tax Act (Canada). “Canadian Pension Plan” means any “registered pension plan” as defined under section 248(1) of the Income Tax Act (Canada) that is maintained, sponsored or contributed to by the U.S. Borrower or any Subsidiary of the U.S. Borrower with respect to its employees. “Canadian Pension Plan Event” means (a) the voluntary full or partial wind up of a Canadian Pension Plan; (b) the institution of proceedings by any Governmental Authority to terminate in whole or in part a Canadian Pension Plan or have an administrator appointed to administer such a Canadian Pension Plan; (c) any other event or condition which might constitute grounds for the termination of, winding up or partial termination of, winding up or the appointment of an administrator to administer, any Canadian Pension Plan; (d) substantial non-compliance with any Canadian Pension Plan’s terms or with the requirements of any and all applicable laws, statutes, rules, regulations and orders; or (e) the creation of any Lien (save for contribution amounts not yet due) with respect to any Canadian Pension Plan. “Capital Distribution” means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of such Person or as a dividend, return of capital or other distribution in respect of any of such Person’s Equity Interests. “Capital Expenditures” means, without duplication, (a) any expenditure or irrevocable commitment to expend money for any purchase or other acquisition of any asset including capitalized leasehold improvements, which would be classified as a fixed or capital asset on a consolidated balance sheet of the U.S. Borrower and its Subsidiaries prepared in accordance with GAAP, and (b) Capitalized Lease Obligations and Synthetic Lease Obligations, but excluding (i) expenditures made in connection with the replacement, substitution or restoration of property pursuant to Section 2.13(c)(vii), (ii) the purchase price of equipment that is purchased substantially contemporaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time and (iii) Permitted Acquisitions. “Capital Lease” as applied to any Person means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, should be accounted for as a capital lease on the balance sheet of that Person. “Capitalized Lease Obligations” means, with respect to any Person, all obligations under Capital Leases of such Person, without duplication, in each case taken at the amount thereof accounted for as liabilities identified as “capital lease obligations” (or any similar words) on a consolidated balance sheet of such Person prepared in accordance with GAAP. “Cash Collateralize” means, (i) to deposit into a cash collateral account maintained with (or on behalf of) the Administrative Agent, and under the sole dominion and control of the Administrative Agent, or (ii) to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the LC Issuers or Lenders, as collateral for LC Outstandings or obligations of Lenders to fund participations
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-10- in respect of LC Outstandings, cash or deposit account balances or, if the Administrative Agent and each applicable LC Issuer shall agree in their sole discretion, other credit support; in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable LC Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. “Cash Dividend” means a Capital Distribution by a Person payable in cash to the holders of Equity Interests of such Person with respect to any class or series of Equity Interest of such Person. “Cash Equivalents” means any of the following: (i) securities issued or directly and fully guaranteed or insured by the United States or Canadian governments, a Permissible Jurisdiction, Switzerland or Norway or, in each case, or any agency or instrumentality thereof (provided that the full faith and credit of such country or such member state is pledged in support thereof) having maturities of not more than one year from the date of acquisition; (ii) U.S. dollar denominated time deposits, certificates of deposit and bankers’ acceptances of (x) any Lender, (y) any commercial bank of recognized standing organized under the laws of the United States (or any state thereof or the District of Columbia) and having capital and surplus in excess of $500,000,000 or (z) any commercial bank (or the parent company of such bank) of recognized standing and whose short-term commercial paper rating from S&P is at least X-0, X-0 or the equivalent thereof or from Xxxxx’x is at least P-1, P-2 or the equivalent thereof (any such bank, an “Approved Bank”), in each case with maturities of not more than 360 days from the date of acquisition; (iii) commercial paper issued by any Lender or Approved Bank or by the parent company of any Lender or Approved Bank and commercial paper issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating of at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s, or guaranteed by any industrial company with a long-term unsecured debt rating of at least A or A2, or the equivalent of each thereof, from S&P or Moody’s, as the case may be, and in each case maturing within 360 days after the date of acquisition; (iv) fully collateralized repurchase agreements entered into with any Lender or Approved Bank having a term of not more than 30 days and covering securities described in clause (i) above; (v) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (iv) above; (vi) investments in money market funds access to which is provided as part of “sweep” accounts maintained with a Lender or an Approved Bank; (vii) investments in industrial development revenue bonds that (A) “re-set” interest rates not less frequently than quarterly, (B) are entitled to the benefit of a remarketing arrangement with an established broker dealer, and (C) are supported by a direct pay letter of credit covering principal and accrued interest that is issued by an Approved Bank; (viii) investments in pooled funds or investment accounts consisting of investments of the nature described in the foregoing clause (vii);
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-11- (ix) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, any province of Canada, any Permissible Jurisdiction, Switzerland or Norway, or by any political subdivision (including any municipality) or taxing authority thereof, rated at least “A1” (or “Prime-1” or MIG-1 or other then equivalent grade) by Moody’s. or at least “A” (or A-l, SP1 or other then equivalent grade) by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and having maturities of not more than two years from the date of acquisition; and (x) with respect to any Non-U.S. Subsidiary of the U.S. Borrower that are not organized in the United States, Canada, a Permissible Jurisdiction, Switzerland or Norway, the approximate equivalent of any of clauses (i) through (ix) above in the country in which such Non- U.S. Subsidiary is organized or maintains deposit accounts. “Cash Management Agreement” means any agreement to provide to the Borrower or any Restricted Subsidiary commercial credit cards, stored value cards, or treasury management services (including controlled disbursement automated clearinghouse transactions, return items, overdrafts, netting and interstate depository network services). “Cash Management Bank” means the Administrative Agent, a Lead Arranger, a Lender or an Affiliate of the Administrative Agent, a Lead Arranger or a Lender (or a Person that was a Lender or an Affiliate of a Lender at the time of execution and delivery of a Cash Management Agreement) that has entered into a Cash Management Agreement with the U.S. Borrower or any of its Restricted Subsidiaries. “Cash Proceeds” means, with respect to (i) any Asset Sale, the aggregate cash payments (including any cash received by way of deferred payment pursuant to a note receivable issued in connection with such Asset Sale, other than the portion of such deferred payment constituting interest, but only as and when so received) received by the U.S. Borrower or any Subsidiary from such Asset Sale, (ii) any Event of Loss, the aggregate cash payments, including all insurance proceeds and proceeds of any award for condemnation or taking, received in connection with such Event of Loss and (iii) the issuance or incurrence of any Indebtedness, the aggregate cash proceeds received by the U.S. Borrower or any Subsidiary in connection with the issuance or incurrence of such Indebtedness. “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same may be amended from time to time, 42 U.S.C. § 9601 et seq. “CFC” means Subsidiary that is a controlled foreign corporation within the meaning of Section 957 of the Code. “CFC Holdco” means any Subsidiary with no material operations and no material assets other than capital stock of and/or indebtedness incurred by one or more CFCs or other CFC Holdcos. “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx 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
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-12- authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “Change of Control” means: (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the 1934 Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of forty percent (40%) or more of the Equity Interests of the U.S. Borrower entitled to vote for members of the board of directors or equivalent governing body of the U.S. Borrower on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has the right to acquire pursuant to any option right); or (ii) the occurrence of a change in control, or other similar provisions, under or with respect to any Material Indebtedness incurred pursuant to Sections 7.04(i) and (l). Notwithstanding the foregoing, any Holding Company Merger permitted under Section 7.02(a)(ii) shall not constitute a Change of Control. For purposes of this definition, (1) no Change of Control shall be deemed to have occurred solely as a result of a transfer of assets among any Borrower and the Restricted Subsidiaries and (2) a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement. “Charged Company” has the meaning provided in Section 6.10(e). “Charges” has the meaning provided in Section 11.23. “CIP Regulations” has the meaning provided in Section 9.07. “Claims” has the meaning set forth in the definition of “Environmental Claims.” “Class,” when used in reference to (i) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans made pursuant to a Revolving Commitment, Extended Revolving Commitment or Replacement Revolving Commitment, Closing Date EMEA Term Loans, 2020 EMEA Term Loans, Closing Date U.S. Term Loans, Other Term Loans, Refinancing Term Loans or Extended Term Loans; (ii) any Commitment, refers to whether such Commitment is a Revolving Commitment, Closing Date EMEA Term Commitment, 2020 EMEA Term Commitment, Closing Date U.S. Term Commitment, Incremental Term Loan Commitment, Incremental Revolving Credit Commitment, Extended Revolving Commitment or Replacement Revolving Commitment; or (iii) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class; provided that notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the borrowing, prepayment and repayment of Revolving Loans shall be made on a pro rata basis across all Classes of Revolving Loans (except to the extent that any applicable Additional Credit Extension Amendment pursuant to Section 2.18 or 2.21 provides that the Class of Revolving Loans established thereunder shall be entitled to less than pro rata prepayments or repayments), and any termination of Revolving Commitments shall be made on a pro rata basis across all Classes of Revolving Commitments (except (i) to the extent that any applicable Additional Credit Extension Amendment pursuant to Section
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-13- 2.18 or 2.21 provides that the Class of Revolving Commitments established thereunder shall be entitled to less than pro rata treatment and (ii) in respect of the Revolving Facility Termination Date of any Class of Revolving Commitments). Commitments or Loans that have different maturity dates, pricing (other than upfront fees and other fees of the type excluded from the determination of “all-in yield”) or other terms shall be designated separate Classes. “Closing Date” means May 31, 2018. “Closing Date EMEA Term Commitment” means, with respect to each Lender, the amount, if any, set forth opposite such Lender’s name in Schedule 1 hereto as its “Closing Date EMEA Term Commitment” on the Closing Date or in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time as a result of assignments to or from such Lender pursuant to Section 11.06. “Closing Date EMEA Term Loan” has the meaning provided in Section 2.03(b). “Closing Date EMEA Term Lender” means a Lender with a Closing Date EMEA Term Commitment or an outstanding Closing Date EMEA Term Loan. “Closing Date Non-U.S. Subsidiary Guarantors” means the Non-U.S. Subsidiary Guarantors as of the Closing Date. “Closing Date Non-U.S. Subsidiary Guaranty” has the meaning provided in the definition of “Non- U.S. Subsidiary Guaranty.” “Closing Date Subsidiary Guarantors” means Closing Date Non-U.S. Subsidiary Guarantors and Closing Date U.S. Subsidiary Guarantors. “Closing Date U.S. Subsidiary Guarantors” means the U.S. Borrower Guarantors as of the Closing Date. “Closing Date U.S. Subsidiary Guaranty” has the meaning provided in the definition of “U.S. Subsidiary Guaranty.” “Closing Date Undelivered Stock Certificates” has the meaning provided in Section 4.01(ix). “Closing Date U.S. Term Commitment” means, with respect to each Lender, the amount, if any, set forth opposite such Lender’s name in Schedule 1 hereto as its “Closing Date U.S. Term Commitment” on the Closing Date or in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time as a result of assignments to or from such Lender pursuant to Section 11.06. “Closing Date Term Loans” means, collectively, the Closing Date EMEA Term Loans and the Closing Date U.S. Term Loans. “Closing Date U.S. Term Lender” means a Lender with a Closing Date U.S. Term Commitment or an outstanding Closing Date U.S. Term Loan. “Closing Date U.S. Term Loan” has the meaning provided in Section 2.03(a).
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-14- “Code” means the Internal Revenue Code of 1986, as amended from time to time. Section references to the Code are to the Code as in effect at the Closing Date and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor. “Collateral” means the U.S. Collateral and the EMEA Facility Collateral. “Collateral Assignments” has the meaning specified in the definition of “U.S. Security Agreement”. “Collateral Coverage Requirement” has the meaning specified in Section 6.10(g). “Commercial Letter of Credit” means any letter of credit or similar instrument issued for the purpose of providing the primary payment mechanism in connection with the purchase of materials, goods or services in the ordinary course of business. “Commitment” means, with respect to each Lender, its Revolving Commitment, U.S. Term Commitment, Closing Date EMEA Term Commitment, 2020 EMEA Term Commitment, Incremental Term Loan Commitment, Incremental Revolving Credit Commitment, Extended Revolving Commitment, Replacement Revolving Commitment, commitment in respect of Extended Term Loans or commitment in respect of Refinancing Term Loans, if any, or, in the case of such Lender, all of such Commitments. “Commitment Fees” has the meaning provided in Section 2.11(a). “Commodities Hedge Agreement” means a commodities contract purchased by the U.S. Borrower or any of its Subsidiaries in the ordinary course of business, and not for speculative purposes, with respect to raw materials necessary to the manufacturing or production of goods in connection with the business of the U.S. Borrower and its Subsidiaries. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. “Communications” has the meaning provided in Section 9.16(a). “Competitor” means any competitor of the U.S. Borrower or its Subsidiaries that directly or indirectly is engaged in the same or similar line of business as the U.S. Borrower or its Subsidiaries. “Compliance Certificate” has the meaning provided in Section 6.01(c). “Confidential Information” has the meaning provided in Section 11.15(b). “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes, Canadian capital Taxes or branch profits Taxes. “Consolidated Current Assets” means, as at any date of determination, the total assets of the U.S. Borrower and its Restricted Subsidiaries which may properly be classified as current assets (excluding deferred tax assets without duplication of amounts otherwise added in calculating Excess Cash Flow) on a consolidated balance sheet of the U.S. Borrower and its Restricted Subsidiaries in accordance with GAAP, excluding cash and Cash Equivalents; provided that Consolidated Current Assets shall be calculated without giving effect to the impact of purchase accounting.
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-15- “Consolidated Current Liabilities” means, as at any date of determination, the total liabilities (excluding deferred Taxes and Taxes payable, in each case, without duplication of amounts otherwise deducted in calculating Excess Cash Flow) of the U.S. Borrower and its Restricted Subsidiaries which may properly be classified as current liabilities (other than the current portion of any Loans and other long term liabilities and accrued interest thereon) on a consolidated balance sheet of the U.S. Borrower and its Restricted Subsidiaries in accordance with GAAP; provided that Consolidated Current Liabilities shall be calculated without giving effect to the impact of purchase accounting. “Consolidated Debt Service” means, as of any period, (a) scheduled or mandatory repayments, prepayments or redemptions of the principal of Indebtedness of the U.S. Borrower and its Restricted Subsidiaries (and, in the case of any revolving credit facility, so long as there is a permanent reduction in the commitment thereunder), plus (b) Consolidated Interest Charges, plus (c) all fees and expenses with respect to outstanding Indebtedness of the U.S. Borrower and its Restricted Subsidiaries, including of the type referred to in clause (ix) of the definition of “Consolidated EBITDA.” “Consolidated EBITDA” means, at any date of determination, an amount equal to Consolidated Net Income of the U.S. Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Testing Period plus, without duplication, (a) the following to the extent deducted in calculating Consolidated Net Income: (i) Consolidated Interest Charges; (ii) Consolidated Income Tax Expense; (iii) depreciation and amortization expense (including amortization of intangibles, goodwill, debt issue costs and amortization under FAS Rule 123); (iv) other expenses reducing such Consolidated Net Income (other than the amortization of deferred costs) which do not represent a cash item in such period or any future period (in each case of or by the U.S. Borrower and its Restricted Subsidiaries for such Testing Period) (including non-cash costs and/or expenses incurred pursuant to any management equity plan, stock option plan or any other stock subscription or shareholder agreement and non-cash charges, losses and expenses relating to the impairment of goodwill); (v) extraordinary, unusual or nonrecurring non-cash charges or non-cash expenses incurred during such Testing Period; (vi) any provision for the reduction in the carrying value of assets recorded in accordance with GAAP and any non-cash gains (or losses) resulting from xxxx to market activity as a result of the implementation of Statement of Financial Accounting Standards 133, “Accounting for Derivative Instruments and Hedging Activities” (including specifically any non-cash charge in warrant fair market value or other non-cash compensation); (vii) any effect of any purchase accounting adjustments in connection with the Target Acquisition or any Permitted Acquisition or any permitted Investment or permitted Asset Sale; (viii) any non-recurring fees and expenses (or any amortization thereof) (including fees of counsel) related to Permitted Acquisitions, Investments, debt issuances (including amendments and waivers in connection with any such debt issuances), equity issuances or Asset Sales, including in connection with the Target Acquisition;
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-16- (ix) any financial advisory fees, financing arrangement fees, accountant fees, legal fees, rating agency fees, transfer or mortgage recording taxes and other out-of-pocket expenses of U.S. Borrower or any of its Restricted Subsidiaries (including expenses of third parties paid or reimbursed by U.S. Borrower or any of its Restricted Subsidiaries) incurred directly in connection with the Loan Documents and the Credit Facility, any permitted debt issuance, the establishment of rate management transactions permitted under the Loan Documents, and any amendments to any of the foregoing, including any refinancing transaction or any amendment or other modification of any debt instruments, including amendment fees and consent fees; (x) cash synergies, cost savings, operating expense reductions, other operating improvements, initiatives and other pro forma adjustments to actual historical Consolidated EBITDA in connection with the Transactions or any Specified Transaction, to the extent they are (a) consistent with Regulation S-X of the United States Securities and Exchange Commission, or (b) projected by a financial officer in good faith to be reasonably anticipated to be realizable within eighteen (18) months of the Transactions or such Specified Transaction; provided that such synergies, cost savings, reductions, improvements, initiatives and other pro forma adjustments (A) shall be directly attributable to the Transactions or such Specified Transaction, (B) shall be factually supportable and (C) shall be reasonably identifiable; and provided, further, that all such amounts under this clause (x)(b) (other than any such addbacks related to the Transactions and any Specified Transactions that are reflected in the Private Lender Presentation), together with any add-backs pursuant to clause (xi), shall not exceed 25% of Pro Forma EBITDA for such period prior to the adjustments for clauses (x)(b) and (xi) in the aggregate; (xi) restructuring and similar cash charges and costs, severance, relocation costs, integration and facilities opening costs and other business optimization expenses, signing costs, retention or completion bonuses, recruiting costs, transition costs, costs related to closure/consolidation of facilities and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), including any one time expense relating to enhanced accounting function or other transaction costs, provided that such amounts added back under this clause (xi), together with any add-backs pursuant to clause (x)(b) (other than any such add-backs related to the Transactions and any Specified Transactions that are reflected in the Private Lender Presentation), shall not exceed 25% of Pro Forma EBITDA for such period prior to the adjustments for clauses (x)(b) and (xi) in the aggregate; (xii) charges, losses or expenses to the extent indemnified, insured, reimbursed or reimbursable or otherwise covered by a third party (to the extent expected to be received by the U.S. Borrower or any Restricted Subsidiary within 365 days); (xiii) currency translation losses (or any currency hedging losses) for such period; and (xiv) any loss on early extinguishment of Indebtedness or Swap Obligations; minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) all non- cash items increasing Consolidated Net Income other than amounts constituting amortization of deferred revenue (in each case of or by the U.S. Borrower and its Restricted Subsidiaries for such Testing Period), (ii) any deferred income tax benefits and (iii) any interest income. Notwithstanding the foregoing, Consolidated EBITDA shall be deemed to be (i) $142,900,000 for the fiscal quarter ended June 30, 2017, (ii) $146,300,000 for the fiscal quarter ended September 30, 2017, (iii) $153,300,000 for the fiscal quarter ended December 31, 2017 and (iv) $147,700,000 for the fiscal quarter ended March 31, 2018.
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-17- “Consolidated Income Tax Expense” means, for any period, all provisions for federal, state, local and foreign income taxes of the U.S. Borrower or any of its Restricted Subsidiaries (including any additions to such taxes, and any penalties and interest with respect thereto, and including any franchise taxes to the extent based upon income). “Consolidated Interest Charges” means, for any Testing Period, the sum of (a) all cash interest payments, in each case to the extent paid, or required to be paid, in cash and treated as interest in accordance with GAAP and (b) the portion of rent expense under Capital Leases that is treated as interest in accordance with GAAP, in each case, of or by the U.S. Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Testing Period; provided that Consolidated Interest Charges shall not include any upfront fees in connection with any issuance of Indebtedness, any agent fees and any expenses in connection with any issuance or amendment of Indebtedness (whether or not consummated). “Consolidated Net Income” means, at any date of determination, the net income (or loss) of the U.S. Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Testing Period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and losses for such Testing Period, (b) any net gain or loss arising from the sale of capital assets or discontinuation of operations, (c) any net gain or loss arising from any write-up or write-down of assets for such Testing Period, (d) non-cash gains or losses resulting from fluctuations in currency exchange rates and (e) the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its Organizational Documents or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Restricted Subsidiary. “Consolidated Net Secured Leverage Ratio” means, as of any date, the ratio of (i) Consolidated Total Debt on such date that is secured by a lien on any assets of the US Borrower and its Restricted Subsidiaries, minus the aggregate amount of Qualified Cash as of such date to (ii) Pro Forma EBITDA for the most recently ended Testing Period. “Consolidated Net Working Capital” means, at any time, Consolidated Current Assets at such time minus (i) Consolidated Current Liabilities and (ii) the long-term portion of deferred revenue less long-term deferred costs associated with such deferred revenue at such time. “Consolidated Total Debt” means the sum (without duplication) of all Indebtedness of the type described in clauses (i), (iv) (but only to the extent that any such letter of credit has been drawn and not been reimbursed within two (2) Business Days or Cash Collateralized), (vii), (ix) (to the extent funded) and (xii) of the definition thereof of the US Borrower and its Restricted Subsidiaries, all as determined on a consolidated basis in accordance with GAAP; provided that purchase-price adjustments and earn-outs in connection with any Permitted Acquisition or other permitted Investment shall not constitute Indebtedness for purposes of this definition. “Consolidated Total Net Leverage Ratio” means, as of any date, the ratio of (i) Consolidated Total Debt on such date, minus the aggregate amount of Qualified Cash as of such date to (ii) Pro Forma EBITDA for the most recently ended Testing Period. “Continue,” “Continuation” and “Continued” each refers to a continuation of a Eurocurrency Loan for an additional Interest Period as provided in Section 2.10. “Convert,” “Conversion” and “Converted” each refers to a conversion of Loans of one Type into Loans of another Type.
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-18- “CPNI Requirements” means the implementation, reporting and certification requirements regarding Customer Proprietary Network Information that are imposed by the FCC on telecommunications carriers and VoIP providers in the FCC Rules, including Title 47, Part 64, Subpart U of the Code of Federal Regulations. The term “Customer Proprietary Network Information” has the meaning given to such term in Section 222(h)(1) of the U.S. Communications Act. “Credit Event” means the making of any Borrowing, any Conversion or Continuation or any LC Issuance. “Credit Facilities” mean the credit facilities established under this Agreement pursuant to which (i) (x) the Lenders shall make Revolving Loans to the U.S. Borrower, and shall participate in LC Issuances, under the Revolving Facility pursuant to the Revolving Commitment of each such Lender and (y) each LC Issuer shall issue Letters of Credit for the account of the LC Obligors in accordance with the terms of this Agreement (such credit facility in respect of clauses (x) and (y), the “Revolving Facility”), (ii) each Lender with a U.S. Term Commitment shall make a U.S. Term Loan to the U.S. Borrower pursuant to such U.S. Term Commitment of such Lender (such credit facility, the “U.S. Term Facility”) and (iii) each Lender with an EMEA Term Commitment shall make an EMEA Term Loan to the EMEA Borrower pursuant to such EMEA Term Commitment of such Lender (such credit facility, the “EMEA Term Facility”). “Credit Facility Exposure” means, for any Lender at any time, the sum of (i) such Lender’s Revolving Facility Exposure at such time and (ii) the outstanding aggregate principal amount of the Term Loan made by such Lender, if any. “Credit Party” means each U.S. Credit Party and each EMEA Credit Party. “CRTC” means the Canadian Radio-television and Telecommunications Commission. “Debtor Relief Laws” means the Bankruptcy Code and any other federal, state, provincial, or foreign bankruptcy or insolvency law, each as now and hereinafter in effect, any successors to such statutes, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), judicial management, administration, examinership or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and any law permitting a debtor to obtain a stay or a compromise or arrangement of the claims of its creditors (including any applicable corporate law relating to arrangements, reorganizations or restructuring which permits a debtor to seek a compromise or arrangement of a corporation’s debts or a stay of proceedings to enforce any claims of such corporation’s creditors against it). “Default” means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default. “Default Rate” means, for any day, (i) with respect to any Loan, a rate per annum equal to 2% per annum above the interest rate that is or would be applicable from time to time to such Loan pursuant to Section 2.09(a) or Section 2.09(b), as applicable and (ii) with respect to any other amount, a rate per annum equal to 2% per annum above the rate that would be applicable to Revolving Loans that are Base Rate Loans pursuant to Section 2.09(a). “Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the U.S. Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each
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-19- of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any LC Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the U.S. Borrower, the Administrative Agent or any LC Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the U.S. Borrower, to confirm in writing to the Administrative Agent and the U.S. Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the U.S. Borrower), or (d) has, or has a direct or indirect parent company that has, other than via an Undisclosed Administration, (i) become the subject of a proceeding under the Bankruptcy Code or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, in each case, which is still in effect or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) upon delivery of written notice of such determination to the U.S. Borrower, each LC Issuer and each Lender. “Deferred Acquisition Obligations” has the meaning provided in Section 7.04(j). “Deposit Account” has the meaning assigned to such term in Article 9 of the UCC. “Directed Divestment” means (i) putting, on one or more occasions, any or all of Target German Assets (including any equity of the Target German Entities) into trust or otherwise subject to the control and/or management by any Person independent of the U.S. Borrower and its Subsidiaries (any, a “Directed Divestment In Trust”)and (ii) any other transfers, conveyances, sales or other dispositions of any or all of the Target German Assets, in any case, at the direction (including any order, rule or similar action and, in connection with any Directed InvestmentDivestment In Trust, any request) of the German Federal Ministry for Economic Affairs and Energy (Bundesministeriums für Wirtschaft und Energie) (“BMWi”) or other agency of the German Federal government under or in connection with the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung - AWV) (“AWV”) or other German Federal statute. “Disqualified Equity Interests” means any Equity Interest that (a) by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event (other than, subject to clause (d) below, a sale of such Person or Subsidiary, or a “change of control”), matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option
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-20- of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the Latest Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or other Indebtedness or (ii) any Equity Interest referred to in clause (a) above, in each case at any time on or prior to the date that is 91 days after the Latest Maturity Date, (c) requires Cash Dividend payments prior to the date that is 91 days after the Latest Maturity Date, or (d) provides the holders of such Equity Interests with any rights to receive any cash upon the occurrence of a change of control prior to the date on which the Obligations have been irrevocably paid in full, unless the rights to receive such cash are contingent on either (x) the Obligations being irrevocably paid in full or (y) the Required Lenders having consented to the change of control giving rise to the right to receive such payment. “Disqualified Lender” means (i) any Person designated as a “Disqualified Lender” by the U.S. Borrower by written notice delivered to the Lead Arrangers prior to February 23, 2018, (ii) any Competitor (other than any Person that is a bona fide debt fund or investment fund that is engaged in making, purchasing, holding or otherwise investing in commercial loans or similar extensions of credit in the ordinary course of business) that has been identified by name in writing to the Administrative Agent from time to time and (iii) any of such Persons’ Affiliates to the extent such Affiliates (x) are clearly identifiable as Affiliates based solely on the similarity of such Affiliates’ names or (y) are identified by name in writing by the U.S. Borrower to the Administrative Agent from time to time (other than, in the case of any Affiliate of a Person described in clause (ii), a bona fide debt fund or investment fund that is engaged in making, purchasing, holding or otherwise investing in commercial loans or similar extensions of credit in the ordinary course of business); provided that the U.S. Borrower may supplement such lists with respect to clauses (ii) and (iii) from time to time after the Closing Date (with the consent of the Administrative Agent (such consent not to be unreasonably withheld)). Notwithstanding anything contained herein, (x) the Administrative Agent shall be permitted to provide the list of Disqualified Lenders and any supplements thereto to any Lender upon such Lender’s request in connection with the proposed assignment of any Loans or Commitments and/or sale of participations and (y) in no event shall any such supplement or update apply retroactively to disqualify any Persons that have previously acquired an assignment (or entered into a binding confirmation for the acquisition of an assignment) or participation interest in the Loans or Commitments that was otherwise permitted prior to such permitted supplement or update. “Documentation Agents” means Citizens Bank, National Association and ING Capital LLC, as documentation agents. “Dollar Amount” means at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount expressed in an Approved Foreign Currency, such amount converted to Dollars pursuant to Section 1.04(b) and Section 1.06. “Dollars,” “U.S. Dollars” and the sign “$” each means lawful money of the United States. “Dutch Civil Code” means the Dutch Civil Code (Burgerlijk Wetboek). “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.
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-21- “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund, and (iv) any other Person (other than a natural Person) approved by (A) the Administrative Agent, (B) in the case of an assignment under the Revolving Facility, each LC Issuer, and (C) unless (x) with respect to the Revolving Facility, a Specified Event of Default has occurred and is continuing or (y) with respect to the Term Loans, an Event of Default has occurred and is continuing, the U.S. Borrower (each such approval not to be unreasonably withheld or delayed (and, other than with respect to any prospective assignment or transfer to a Disqualified Lender, the U.S. Borrower shall be deemed to have consented if it fails to object to any assignment within five (5) Business Days after it received written notice thereof)); provided, however, no such approval of the Administrative Agent or the U.S. Borrower shall be required in connection with assignments to (x) with respect to the Term Loan facilities, any Lender under the Credit Facilities or any Affiliate thereof or (y) with respect to any Revolving Lender, any other Revolving Lender or any Affiliate of a Revolving Lender; and, provided, further, that notwithstanding the foregoing, “Eligible Assignee” shall not include (x) the U.S. Borrower or any of the U.S. Borrower’s Affiliates or Subsidiaries, (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y) or (z) any Disqualified Lender, unless the U.S. Borrower has otherwise consented, provided, that (A) such consent of the U.S. Borrower shall not be required for assignments to a Disqualified Lender if a Specified Event of Default has occurred and is continuing and (B) no assignment shall be made to a Disqualified Lender that is a Competitor without the consent of the U.S. Borrower under any circumstances. “Eligible Participant” means any financial institution; provided, however, that notwithstanding the foregoing, “Eligible Participant” shall not include (x) the U.S. Borrower or any of the U.S. Borrower’s Affiliates or Subsidiaries, (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y), or (z) any Disqualified Lender, unless the U.S. Borrower has otherwise consented; provided, further, that (A) such consent of the U.S. Borrower shall not be required for sale of a participation to a Disqualified Lender if a Specified Event of Default has occurred and is continuing and (B) no sale of a participation shall be made to a Disqualified Lender that is a Competitor without the consent of the U.S. Borrower under any circumstances. “EMEA Borrower” has the meaning provided in the preamble to this Agreement. “EMEA Borrower Guarantor” means each U.S. Credit Party and each Non-U.S. Subsidiary Guarantor. “EMEA Credit Parties” means the EMEA Borrower and the EMEA Borrower Guarantors. “Excess EMEA Asset Sale Proceeds” means, with respect to the EMEA Borrower’s Applicable Prepayment Portion of any Excess Asset Sale Proceeds, all such Excess Asset Sale Proceeds that remain after giving effect to the repayment in full of all outstanding EMEA Term Loans. “EMEA Facility Collateral” means the “Collateral” (or equivalent term) as defined in any applicable EMEA Facility Security Document, together with any other assets (whether Real Property or personal property) pledged pursuant to any EMEA Facility Security Document. “EMEA Facility Loan Document” has the meaning specified in the definition of “EMEA Facility Obligations”.
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-22- “EMEA Facility Obligations” means all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by the EMEA Borrower or any EMEA Borrower Guarantor to the Administrative Agent, any Lender, any Affiliate of any Lender, any Secured Hedge Provider or any Cash Management Bank pursuant to the terms of this Agreement, any other Loan Document to which any EMEA Credit Party is a party (collectively with this Agreement, the “EMEA Facility Loan Documents” and each an “EMEA Facility Loan Document”), any Secured Hedge Agreement or any Secured Cash Management Agreement (including, but not limited to, interest and fees that accrue after the commencement by or against any EMEA Credit Party of any insolvency proceeding or other proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code or analogous provision under any other Debtor Relief Laws); provided, however, that EMEA Facility Obligations shall not include any Excluded Swap Obligations. Without limiting the generality of the foregoing description of EMEA Facility Obligations, the EMEA Facility Obligations include (a) the obligation to pay principal, interest, charges, expenses, fees, reasonable attorneys’ fees and disbursements, indemnities and other amounts payable by any EMEA Credit Party under any EMEA Facility Loan Document, (b) Banking Services Obligations of any EMEA Credit Party, (c) Hedging Obligations of any EMEA Credit Party and (d) the obligation of any EMEA Credit Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent, any Lender, any Secured Hedge Provider, and Cash Management Bank or any Affiliate of any of them, in connection with the terms of any EMEA Facility Loan Document, may elect to pay or advance on behalf of the EMEA Credit Parties. For the avoidance of doubt, “EMEA Facility Obligations” does not include any obligations of U.S. Credit Parties in respect of their guarantees of the Loans or other obligations of the U.S. Borrower. “EMEA Facility Security Documents” means any Non-U.S. Security Agreement, the Purchaser Pledge Agreement, each Additional Security Document, each Mortgage, any UCC financing statement, and any similar filings, any Collateral Assignment, any Perfection Certificate and any document pursuant to which any Lien is granted or perfected by any EMEA Credit Party to the Administrative Agent as security for any of the EMEA Facility Obligations. “EMEA Term Commitment” means, with respect to each Lender, the amount, if any, of its (a) Closing Date EMEA Term Commitment, (b) 2020 EMEA Term Commitment, (c) Incremental Term Loan Commitment in respect of EMEA Term Loans, or (d) in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time as a result of assignments to or from such Lender pursuant to Section 11.06. “EMEA Term Facility” has the meaning assigned to such term in the definition of “Credit Facilities”. “EMEA Term Loans” means any Closing Date EMEA Term Loan, any 2020 EMEA Term Loan, any Incremental Term Loan, any Extended Term Loan and any Refinancing Term Loans, in each case made to the EMEA Borrower under the applicable EMEA Term Facility. “EMEA Term Note” means a promissory note substantially in the form of Exhibit A-3 hereto. “EMEA Ratio Debt Cap” means a cap of $25,000,000. “Environmental Claims” means any and all regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued under any such law (hereafter “Claims”), including (i) any and all Claims by any Governmental Authority for enforcement, cleanup, removal, response, remedial
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-23- or other actions or damages pursuant to any applicable Environmental Law, and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the storage, treatment or Release (as defined in CERCLA) of any Hazardous Materials or arising from alleged injury or threat of injury to the environment. “Environmental Law” means any applicable Federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy and rule of common law now or hereafter in effect and in each case as amended, and any binding and enforceable judicial interpretation thereof, including any judicial or administrative order, consent decree or judgment issued to or rendered against the U.S. Borrower or any of its Subsidiaries relating to the protection of the environment or employee health and safety, or to Hazardous Materials, including CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq., the Hazardous Material Transportation Act, 49 U.S.C. § 5101 et seq. and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); and any state, provincial and local or foreign counterparts or equivalents, in each case as amended from time to time. “Equity Interest” means with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or non-voting) of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) or any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, but in no event will Equity Interest include any debt securities convertible or exchangeable into equity unless and until actually converted or exchanged or any Permitted Convertible Call Transactions. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect at the Closing Date and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor. “ERISA Affiliate” means, in respect of a U.S. Plan, each Person (as defined in Section 3(9) of ERISA), which together with the U.S. Borrower or a Subsidiary of the U.S. Borrower, would be deemed to be a “single employer” (i) within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) or 4001(b)(i) of ERISA or (ii) as a result of the U.S. Borrower or a Subsidiary of the U.S. Borrower being or having been a general partner of such Person. “ERISA Event” means, in respect of a U.S. Plan: (i) that a Reportable Event has occurred with respect to any U.S. Plan; (ii) the institution of any steps by the U.S. Borrower or any Subsidiary, any ERISA Affiliate, the PBGC or a plan administrator to terminate any U.S. Plan or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a U.S. Plan; (iii) the institution of any steps by the U.S. Borrower or any Subsidiary or any ERISA Affiliate to withdraw from any Multi-Employer Plan or Multiple Employer Plan, if such withdrawal would be reasonably likely to result in withdrawal liability (as described in Part 1 of Subtitle E of Title IV of ERISA or in Section 4063 of ERISA) in excess of $1,000,000; (iv) a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code in connection with any U.S. Plan; (v) that a U.S. Plan has Unfunded Benefit Liabilities exceeding $1,000,000; (vi) the cessation of operations at a facility of the U.S. Borrower or any Subsidiary or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (vii) the conditions for imposition of a Lien under Section 303(k) of ERISA shall have been met with respect to a U.S. Plan; (viii) the adoption of an
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-24- amendment to a U.S. Plan requiring the provision of security to such U.S. Plan pursuant to Section 206(g) of ERISA; (ix) the insolvency of or commencement of reorganization proceedings with respect to a Multi- Employer Plan; (x) any material increase in the contingent liability of the U.S. Borrower or any Subsidiary with respect to any post-retirement welfare liability; or (xi) the taking of any action by, or the threatening of the taking of any action by, the Internal Revenue Service, the Department of Labor or the PBGC with respect to any of the foregoing. “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. “EU IFRS” means the International Financial Reporting Standards as adopted by the European Union. “EURIBO Rate” means, with respect to any Closing Date EMEA Term Loan and any 2020 EMEA Term Loan for any Interest Period, the rate per annum equal to the European Money Markets Institute EURIBO Rate, as published by Reuters (or on the appropriate page of any successor to or substitute for such service, or, if such rate is not available, on the appropriate page of any generally recognized financial information service, as selected by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two TARGET Days prior to the commencement of such Interest Period, for deposits in Euros (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided, however, that if the rate referred to above is not available at any such time for any reason, then the rate referred to shall instead be the interest rate per annum, as determined by the Administrative Agent, to be the average (rounded to the nearest 1/100th of 1%) of the rates per annum at which deposits in Euros in an amount equal to the amount of such Eurocurrency Loan are offered to major banks in the London interbank market at approximately 11:00 A.M. (London time), two (2) TARGET Days prior to the commencement of such Interest Period, for contracts that would be entered into at the commencement of such Interest Period for the same duration as such Interest Period; provided, further, that the EURIBO Rate in respect of any applicable Interest Period shall be deemed to be 0.00% per annum if the EURIBO Rate calculated pursuant to the foregoing would otherwise be less than 0.00% per annum. “Euro” and the sign “€” each means the single currency of any member state of the European Union that adopts or has adopted, and in each case continues to adopt, the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union. “Eurocurrency Loan” means at any date each Loan bearing interest at a rate based upon the Adjusted Eurocurrency Rate. “European Insolvency Regulation” has the meaning provided in Section 5.18. “Event of Default” has the meaning provided in Section 8.01. “Event of Loss” means, with respect to any property, (i) the actual or constructive total loss of such property or the use thereof resulting from destruction, damage beyond repair, or the rendition of such property permanently unfit for normal use from any casualty or similar occurrence whatsoever, (ii) the destruction or damage of a portion of such property from any casualty or similar occurrence whatsoever, (iii) the condemnation, confiscation or seizure of, or requisition of title to or use of, any property, or (iv) in the case of any property located upon a leasehold, the termination or expiration of such leasehold. “Excess Cash Flow” means, for any fiscal year of the U.S. Borrower (or, for the fiscal year ending December 31, 2018, the period beginning on the first day of the first full fiscal quarter beginning after the Closing Date and ending on December 31, 2018), an amount equal to the sum of:
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-25- (i) Consolidated EBITDA for such measurement period (but without giving effect to any pro forma adjustments or pro forma cost savings pursuant to clause (a)(x) of the definition of “Consolidated EBITDA”), minus, without duplication: (ii) the aggregate amount of all cash Capital Expenditures (other than any such Capital Expenditures made with the proceeds of Indebtedness permitted hereunder (other than Revolving Loans)), minus (iii) the aggregate amount of Permitted Acquisitions and other permitted Investments (other than any such Permitted Acquisitions made with the proceeds of Indebtedness permitted hereunder (other than Revolving Loans)), including any holdback amount and any earn-out or deferred purchase price, to extent paid in cash during such measurement period, minus (iv) Consolidated Income Tax Expense paid in cash or for which reserves have been established to the extent required under GAAP, minus (v) Consolidated Debt Service paid in cash, minus (vi) the absolute value of, if negative, Consolidated Net Working Capital at the end of the prior measurement period (or on the Closing Date with respect to the measurement period ending December 31, 2018), minus the amount of Consolidated Net Working Capital at the end of such measurement period, minus; (vii) termination costs paid in cash (or accrued to be paid in cash) relating to Hedge Agreements, minus (viii) aggregate amount of cash items (including reserves or accruals established in purchase accounting in connection with the Target Acquisition and any other Permitted Acquisition and including expense and losses) added back in calculating Consolidated EBITDA (including in the calculation of Consolidated Net Income) for such measurement period, whether paid in such measurement period or in a subsequent measurement period (but, for the avoidance of doubt, without duplication), minus (ix) the aggregate amount of dividends and other Restricted Payments made in cash and permitted under Section 7.06(c) through (j) of this Agreement, and plus (x) if positive, the amount of Consolidated Net Working Capital at the end of the prior measurement period (or on the Closing Date with respect to the measurement period ending December 31, 2018) minus the amount of Consolidated Net Working Capital at the end of such measurement period; provided, that, to the extent otherwise included therein, the net cash proceeds received from the (1) the sale or disposition of any property, (2) receipt of any insurance proceeds and (3) the issuance of any Equity Interests of the U.S. Borrower and its Restricted Subsidiaries shall be excluded from the calculation of Excess Cash Flow, all determined on a consolidated basis and in accordance with GAAP. For purposes of calculating Excess Cash Flow for any measurement period, for each Permitted Acquisition or other permitted Investment consummated during such measurement period, (x) the Consolidated EBITDA of a target of any Permitted Acquisition or other permitted Investment shall be included in such calculation only from and after the date of the consummation of such Permitted Acquisition or other permitted Investment and (y) for the purposes of calculating Consolidated Net Working Capital,
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-26- the (A) total assets of the target of such Permitted Acquisition or other permitted Investment (other than cash and Cash Equivalents), as calculated as at the date of consummation of the applicable Permitted Acquisition or other permitted Investment, which may properly be classified as current assets on a consolidated balance sheet of the U.S. Borrower and its Subsidiaries in accordance with GAAP (assuming, for the purpose of this clause (A), that such Permitted Acquisition or other permitted Investment has been consummated) and (B) total liabilities of the U.S. Borrower and its Restricted Subsidiaries, as calculated as at the date of consummation of the applicable Permitted Acquisition or other Permitted Investment, which may properly be classified as current liabilities (other than the current portion of any long term liabilities and accrued interest thereon) on a consolidated balance sheet of the U.S. Borrower and its Restricted Subsidiaries in accordance with GAAP (assuming, for the purpose of this clause (B), that such Permitted Acquisition or other permitted Investment has been consummated), shall, in the case of both immediately preceding clauses (A) and (B), be calculated as the difference between the Consolidated Net Working Capital at the end of the applicable Excess Cash Flow period from the date of consummation of such Permitted Acquisition or other permitted Investment. For the avoidance of doubt, for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall not be calculated on a Pro Forma Basis. “Excess Cash Flow Prepayment Amount” has the meaning provided in Section 2.13(c)(iv). “Exchange Rate” means, on any day, for purposes of determining the Dollar Amount of any Approved Foreign Currency, the rate of exchange for the purchase of Dollars with the Approved Foreign Currency in the London foreign exchange market at or about 11:00 a.m. London time (or New York time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price”, or as displayed on such other information service which publishes that rate of exchange from time to time in place of ICE Data Services (or if such service ceases to be available, the equivalent of such amount in Dollars as determined by the Administrative Agent using such other publicly available service for displaying exchange rates as selected by the Administrative Agent in its reasonable discretion in consultation with the U.S. Borrower). “Excluded Subsidiary” means (i) any Unrestricted Subsidiary, (ii) any Immaterial Subsidiary other than, at the option of the U.S. Borrower, any Immaterial Subsidiary designated by the U.S. Borrower as a Subsidiary Guarantor, (iii) any joint venture, (iv) any Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date and disclosed to the Administrative Agent in writing (or, if later, existing on the date such Subsidiary becomes a Restricted Subsidiary, so long as such contractual restriction was not created in contemplation of the provision of a guaranty) from guaranteeing the Obligations or which would require consent, approval, license or authorization from any Governmental Authority to provide a guarantee unless such consent, approval, license or authorization has been received, after giving effect to the anti-assignment provision of the UCC and other applicable law, (v) captive insurance companies, (vi) not-for-profit Subsidiaries, (vii) any Non- U.S. Subsidiary that is not required to become a Subsidiary Guarantor pursuant to the Agreed Security Principles and (viii) solely with respect to the guarantee of, or grant of security in respect of, any U.S. Obligations, (a) any CFC, (b) any CFC Holdco and (c) any Subsidiary of a CFC or a CFC Holdco. “Excluded Swap Obligation” means, with respect to the U.S. Borrower or any Subsidiary Guarantor of the U.S. Borrower, (x) as it relates to all or a portion of the guaranty of such Subsidiary Guarantor or the U.S. Borrower made pursuant to a Guaranty Agreement or Article X, as applicable, any Swap Obligation if, and to the extent that, 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 Subsidiary Guarantor’s or the U.S. Borrower’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Subsidiary
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-27- Guarantor or the U.S. Borrower becomes effective with respect to such Swap Obligation or (y) as it relates to all or a portion of the grant by such Subsidiary Guarantor or the U.S. Borrower of a security interest, any Swap Obligation if, and to the extent that, such Swap Obligation (or such security interest in respect 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 Subsidiary Guarantor’s or the U.S. Borrower’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the security interest of such Subsidiary Guarantor or the U.S. Borrower becomes effective with respect to such Swap Obligation. 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. “Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, Canadian capital Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Commitment (or in the case of a Loan not funded pursuant to a prior Commitment, an applicable interest in such Loan) pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the U.S. Borrower under Section 3.05) or (ii) such Lender changes its Applicable Lending Office, except in each case to the extent that, pursuant to Section 3.03, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in such Loan or Commitment or to such Lender immediately before it changed its Applicable Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.03(g), (d) any withholding Taxes imposed under FATCA and (e) any Canadian withholding Tax resulting from (i) such Recipient not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with any Credit Party at the time of making such payment, or (ii) such Recipient being, or not dealing at arm’s length with, a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of a Credit Party at the time of such payment (in each case, other than where the non-arm’s length relationship arises, or where the Recipient is a “specified shareholder” or does not deal at arm’s length with a “specified shareholder”, in each case on account of the Recipient having executed, delivered, become a party to, received payments under or received or perfected a security interest under or received or enforced any rights under or in respect of this Agreement or any Loan Document, but, for the avoidance of doubt, shall not include any Swiss Withholding Tax. “Existing Class” means a Class of Existing Revolving Commitments. “Existing Credit Agreements” means, collectively, the Borrower Existing Credit Agreement and the Target Existing Credit Agreements. “Existing Infrastructure Sale Agreement” means that certain Sale and Purchase Agreement, dated October 16, 2020 (as amended, amended and restated, waived, supplemented or otherwise modified from time to time but without giving effect to any amendment, waiver, supplement or other modification that is materially adverse to the Lenders to which the Required Lenders hereunder have not agreed to in writing), between the U.S. Borrower, Global Telecom and Technology Holdings Ireland Limited, Hibernia NGS Limited, GTT Holdings Limited and Cube Telecom Bidco Limited.
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-28- “Existing Letters of Credit” means the letter of credit identified on Schedule 1.01(b) hereto, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. “Existing Revolving Commitment” has the meaning set forth in Section 2.18(a). “Existing Term Loans” has the meaning set forth in Section 2.19(a). “Extended Class” means a Class of Extended Revolving Commitments. “Extended Revolving Commitment” has the meaning set forth in Section 2.18(a). “Extended Term Loan Maturity Date” means with respect to any tranche of Extended Term Loans, the final maturity date applicable thereto as specified in the applicable Extension Notice accepted by the respective Extending Lender or Extending Lenders. “Extended Term Loans” has the meaning set forth in Section 2.19(a). “Extending Lender” has the meaning set forth in Section 2.19(a). “Extending Revolving Lender” has the meaning set forth in Section 2.18(b). “Extension” has the meaning set forth in Section 2.19(a). “Extension Date” has the meaning set forth in Section 2.19(b). “Extension Notice” has the meaning set forth in Section 2.19(a). “Extension Offer” has the meaning set forth in Section 2.19(a). “Extension Series” means all Extended Term Loans that are established pursuant to the same Additional Credit Extension Amendments (or any subsequent Additional Credit Extension Amendment to the extent such Additional Credit Extension Amendment expressly provides that the Extended Term Loans provided for therein are intended to be part of any previously established Class of Term Loans) and that provide for the same interest margins, extension fees, if any, and amortization schedule. “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any applicable intergovernmental agreements with respect thereto (including any applicable law implementing such agreements) and any current or future regulations or official interpretations thereof. “FCC” means the United States Federal Communications Commission and any successor thereto. “FCC Rules” means Title 47 of the Code of Federal Regulations, as may be amended or supplemented from time to time, and FCC decisions, policies, reports and orders issued pursuant to the adoption of such regulations. “Federal Funds Effective Rate” means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day,
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-29- for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent. “Fee Letter” means the Fee Letter, dated as of February 23, 2018 (as amended, supplemented or modified), among the U.S. Borrower, the Lead Arrangers and certain Affiliates of the Lead Arrangers. “Fees” means all amounts payable pursuant to, or referred to in, Section 2.11. “Financial Covenant Event of Default” has the meaning provided in Section 8.01(c). “Financial Officer” means the chief executive officer, the president or the chief financial officer of the U.S. Borrower. “Financial Projections” has the meaning provided in Section 5.07(b). “Flood Hazard Property” means any Real Property located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards. “Foreign Lender” means (a) if the Applicable Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Applicable Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. “Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any LC Issuer, such Defaulting Lender’s Revolving Facility Percentage of LC Outstandings with respect to Letters of Credit issued by such LC Issuer other than LC Outstandings as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. “Funding Conditions Provision” means the provisions set forth in Section 6.10(e). “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time. “Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). “Granting Lender” has the meaning provided in Section 11.06(f). “Guaranty Agreements” means, collectively, the U.S. Subsidiary Guaranties and any Non-U.S. Subsidiary Guaranties. “Guaranty Obligations” means as to any Person (without duplication) any obligation of such Person guaranteeing any Indebtedness (“primary Indebtedness”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent: (i) to purchase any such primary Indebtedness or any property constituting direct or indirect security therefore; (ii) to advance or supply funds for the purchase or payment of any such primary Indebtedness or
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-30- to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary Indebtedness of the ability of the primary obligor to make payment of such primary Indebtedness; or (iv) otherwise to assure or hold harmless the owner of such primary Indebtedness against loss in respect thereof, provided, however, that the definition of “Guaranty Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary Indebtedness in respect of which such Guaranty 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). “Hazardous Materials” means (i) any petrochemical or petroleum products, radioactive materials, asbestos in any form that is or would become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; and (ii) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “restricted hazardous materials,” “extremely hazardous wastes,” “restrictive hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants” or “pollutants,” or words of similar meaning and regulatory effect, under any applicable Environmental Law. “Hedge Agreement” means (i) any interest rate swap agreement, any interest rate cap agreement, any interest rate collar agreement or other similar interest rate management agreement or arrangement, (ii) any currency swap or option agreement, foreign exchange contract, forward currency purchase agreement or similar currency management agreement or arrangement or (iii) any Commodities Hedge Agreement. For the avoidance of doubt, any Permitted Equity Derivatives will not constitute obligations in respect of any Hedging Agreement. “Hedging Obligations” means all obligations of any Credit Party under and in respect of any Secured Hedge Agreements. “HGB” means the German Commercial Code (Handelsgesetzbuch). “Hibernia Atlantic Cable System” means Hibernia Atlantic Cable System Limited, a private company limited by shares incorporated under the laws of Ireland. “Hibernia Express Entities” means, collectively, Hibernia Express (Ireland) Limited, a private company limited by shares incorporated under the laws of Ireland, Hibernia Express (UK) Limited, a private limited liability company incorporated in England and Wales, and Hibernia Express (Canada) Limited, a limited company incorporated under the laws of the Province of Nova Scotia. “Historical Financial Statements” has the meaning provided in Section 4.01(x). “Holding Company Merger” means the merger of the U.S. Borrower into a wholly-owned, indirect subsidiary of the U.S. Borrower in accordance with Delaware General Corporation Law Section 251(g), with the U.S. Borrower as the surviving corporation of such merger, pursuant to which the U.S. Borrower becomes a wholly owned subsidiary of a corporation organized under the United States (“New Parent”) described in Schedule 1.01(g). “Immaterial Subsidiary” means, on any date, any Restricted Subsidiary of the U.S. Borrower (a) that has been designated as an “Immaterial Subsidiary” pursuant to a written notice delivered by the U.S. Borrower to the Administrative Agent (or identified in this definition) from time to time and (b) that did
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-31- not, as of the last day of the most recently ended Testing Period, have (i) individually, either (A) assets with a value in excess of 5.0% of total assets of, or (B) revenues in an amount in excess of 5.0% of the total revenues of, the U.S. Borrower and its Restricted Subsidiaries (or in the case of any non-U.S. Subsidiary of the U.S. Borrower, in excess of 5.0% of the total revenues or assets, as applicable, of all non-U.S. Subsidiaries of the U.S. Borrower, collectively) on a consolidated basis for the most recently ended Testing Period or (ii) collectively, with all other Restricted Subsidiaries designated as Immaterial Subsidiaries pursuant to this definition that would otherwise be required to be Subsidiary Guarantors, either (A) assets with a value in excess of 10.0% of total assets of, or (B) revenues in an amount in excess of 10.0% of the total revenues of, the U.S. Borrower and its Restricted Subsidiaries (or in the case of any non-U.S. Subsidiary of the U.S. Borrower, in excess of 10.0% of the total revenues or assets, as applicable, of all non-U.S. Subsidiaries of the U.S. Borrower, collectively) on a consolidated basis for the most recently ended Testing Period. As of the Closing Date, the Immaterial Subsidiaries are listed on Schedule 1.01(d). For the avoidance of doubt, any Person that becomes a Subsidiary Guarantor hereunder shall cease to be an Immaterial Subsidiary for purposes of this definition. “Incremental Equivalent Debt” means Indebtedness incurred in lieu of Incremental Term Loans consisting of high-yield style notes (which may be unsecured or secured by Liens ranking pari passu with or junior to the Liens securing the U.S. Obligations or the EMEA Facility Obligations) issued in a public offering or SEC Rule 144A offering and/or loans (which may be unsecured or secured by Liens ranking junior to the Liens securing the U.S. Obligations or the EMEA Facility Obligations), and, in each case, on customary terms and subject to customary conditions; provided that (i) the aggregate principal amount of unsecured Incremental Equivalent Debt and Indebtedness incurred pursuant to Section 7.04(i), in each case, of the Non-U.S. EMEA Credit Parties (or any of them) shall not exceed the EMEA Ratio Debt Cap, (ii) such Incremental Equivalent Debt shall be subject to the requirements set forth in Section 2.17(b) (other than the MFN Protection) and (d), (iii) the aggregate principal amount of all Incremental Revolving Credit Commitments, Incremental Term Loans and Incremental Equivalent Debt outstanding at such time shall not exceed the Incremental Facility Maximum Amount; provided that, in the case of any Incremental Equivalent Debt that is secured on a basis that is junior to the Liens securing the Obligations or that is unsecured, the applicable ratio test set forth in clause (B) of the definition of “Incremental Facility Maximum Amount” shall instead be (x) in the case of any such Incremental Equivalent Debt that is secured on a basis that is junior to the Liens securing the Obligations, the Consolidated Net Secured Leverage Ratio as of the last day of the Testing Period most recently ended is no greater than 5.00:1.00 (excluding, solely for the purposes of this calculation, the cash proceeds of any such Incremental Equivalent Debt being incurred at such time) and (y) in the case of any such Incremental Equivalent Debt that is unsecured, the Consolidated Total Net Leverage Ratio as of the last day of the Testing Period most recently ended is no greater than 6.00:1.00 (excluding, solely for the purposes of this calculation, the cash proceeds of any such Incremental Equivalent Debt being incurred at such time) (in the case of each of the forgoing clauses (x) and (y), disregarding amounts incurred concurrently with the incurrence of Incremental Facilities in reliance on clause (A) of the definition of “Incremental Facility Maximum Amount”), (iv) if such Incremental Equivalent Debt is secured, it shall be subject to a customary intercreditor agreement with the Administrative Agent on behalf of the Secured Creditors that is reasonably acceptable to the Administrative Agent, (v) if such Incremental Equivalent Debt is incurred in connection with a Limited Condition Acquisition, the determination in clause (iii) shall be made as of the date on which the applicable transaction agreement is entered into, (vi) such Incremental Equivalent Debt will have a final scheduled maturity date no earlier than the Term Loan Maturity Date in respect of the Closing Date Term Loans (or, in the case of any such Incremental Equivalent Debt that is secured on a junior lien basis or is unsecured, 91 days after the Term Loan Maturity Date in respect of the Closing Date Term Loans), (vii) such Incremental Equivalent Debt (x) made to the U.S. Borrower shall, if secured, be secured only by the U.S. Collateral and guaranteed by the U.S. Borrower Guarantors; provided that such Incremental Equivalent Debt may be secured by assets other than the U.S. Collateral or guaranteed by a Subsidiary other than the U.S. Borrower Guarantors, so long as such assets are contemporaneously included as U.S. Collateral and such Subsidiary
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-32- contemporaneously becomes a U.S. Borrower Guarantor and (y) made to the EMEA Borrower shall, if secured, be secured only by the Collateral and guaranteed by the EMEA Borrower Guarantors; provided that such Incremental Equivalent Debt may be secured by assets other than the Collateral or guaranteed by a Subsidiary other than the EMEA Borrower Guarantors, so long as such assets are contemporaneously included as Collateral and such Subsidiary contemporaneously becomes a EMEA Borrower Guarantor, and (viii) such Incremental Equivalent Debt shall have other terms (excluding pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the U.S. Borrower in consultation with the Administrative Agent) to the lenders or holders providing such Incremental Equivalent Debt than, those applicable to the Closing Date Term Loans (except to the extent (x) such terms are conformed (or added) in the Loan Documents for the benefit of the Lenders pursuant to an amendment thereto subject solely to the reasonable satisfaction of the Administrative Agent or (y) applicable solely to periods after the Latest Maturity Date). “Incremental Facility” means the credit facility established under Section 2.17 pursuant to the Incremental Term Loan Commitment of each Lender. “Incremental Facility Maximum Amount” means the sum of (A) the greater of (x) $575,000,000 and (y) an amount equal to 100% of Pro Forma EBITDA for the most recently ended Testing Period, plus the aggregate amount of all voluntary prepayments (other than in connection with a refinancing) of the Term Loans and permanent reductions of the Revolving Credit Commitments, in each case, made prior to the date of incurrence of the applicable Incremental Revolving Credit Commitment or Incremental Term Loan Commitment and (B) unlimited additional amounts so long as immediately after giving effect to any Incremental Revolving Credit Commitment or any Incremental Term Loan Commitment pursuant to this clause (B) and, in each case, the application of the proceeds thereof (including any permitted Investment made with such proceeds in accordance with the terms of this Agreement), on a Pro Forma Basis (including with respect to any Permitted Acquisition or other permitted Investment to be made in whole or in part with the proceeds of the relevant Incremental Term Loan (including under any Incremental Term Loan Commitment becoming effective with any Incremental Revolving Credit Commitment)) and assuming in the case of any Revolving Commitments (including any Incremental Revolving Credit Commitments) that such Revolving Commitments are fully utilized, the Consolidated Net Secured Leverage Ratio as of the last day of the Testing Period most recently ended does not exceed 4.40:1.00 (excluding, solely for the purposes of this calculation, the cash proceeds of any Incremental Term Loans or Incremental Revolving Loans and any Incremental Revolving Credit Commitments or Incremental Term Loan Commitments incurred simultaneously and, in any such case the Consolidated Net Secured Leverage Ratio being permitted to exceed such limit to the extent of such Incremental Facilities incurred substantially concurrently in reliance on clause (A)); provided that, if any Incremental Revolving Credit Commitment or Incremental Term Loan Commitment is incurred in connection with a Limited Condition Acquisition, such ratio shall be calculated as of the date the definitive agreement in respect of such Limited Condition Acquisition is entered into; provided, further that in the case of both clauses (A) and (B) in the aggregate, not more than $100,000,000 (plus the aggregate amount of all voluntary reductions of the Revolving Credit Commitments) may be in the form of Incremental Revolving Credit Commitments. “Incremental Revolving Credit Commitment” means the commitment of any Lender, established pursuant to Section 2.17, to make Incremental Revolving Loans to the U.S. Borrower. “Incremental Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Incremental Revolving Loans of such Lender. “Incremental Revolving Credit Lender” means a Lender with an Incremental Revolving Credit Commitment or an outstanding Incremental Revolving Loan.
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-33- “Incremental Revolving Credit Termination Date” means the final maturity date of any Incremental Revolving Loan, as set forth in the applicable Additional Credit Extension Amendment. “Incremental Revolving Loans” means Revolving Loans made by one or more Lenders to the U.S. Borrower pursuant to Section 2.17. Incremental Revolving Loans shall be made in the form of additional Revolving Loans. “Incremental Term Lender” means a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan. “Incremental Term Loan Commitment” means the commitment of any Lender, established pursuant to Section 2.17, to make Incremental Term Loans to the Applicable Borrower. “Incremental Term Loan Maturity Date” means the final maturity date of any Incremental Term Loan, as set forth in the applicable Additional Credit Extension Amendment. “Incremental Term Loan Repayment Dates” means the dates scheduled for the repayment of principal of any Incremental Term Loan, as set forth in the applicable Additional Credit Extension Amendment. “Incremental Term Loans” means Term Loans made by one or more Lenders to the Applicable Borrower pursuant to Section 2.17. Incremental Term Loans may be made in the form of additional Closing Date Term Loans or, to the extent permitted by Section 2.17 and provided for in the relevant Additional Credit Extension Amendment, Other Term Loans. “Indebtedness” of any Person means without duplication: (i) all indebtedness of such Person for borrowed money; (ii) all indebtedness evidenced by bonds, notes, debentures, loan agreements and similar debt securities of such Person; (iii) the deferred purchase price of capital assets or services that in accordance with GAAP would be shown on the liability side of the balance sheet of such Person; (iv) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder; (v) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; (vi) all indebtedness of a second Person secured by any Lien on any property owned by such first Person, whether or not such indebtedness has been assumed; (vii) all Capitalized Lease Obligations and Purchase Money Indebtedness of such Person; (viii) the present value, determined on the basis of the implicit interest rate, of all basic rental obligations under all Synthetic Leases of such Person; (ix) all obligations of such Person with respect to asset securitization financing (including, for the avoidance of doubt, any Permitted Receivables Financing);
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-34- (x) [Reservedreserved]; (xi) all net obligations of such Person under Hedge Agreements; (xii) all Disqualified Equity Interests of such Person; (xiii) the full outstanding balance of trade receivables, notes or other instruments sold with full recourse (and the portion thereof subject to potential recourse, if sold with limited recourse), other than in any such case any thereof sold solely for purposes of collection of delinquent accounts; (xiv) purchase price adjustments or earn-outs related to any Permitted Acquisition or permitted Investment, to the extent such adjustment or earn-out would be shown on the liability side of the balance sheet Person in accordance with GAAP; and (xv) all Guaranty Obligations of such Person; provided, however, that (a) neither trade payables (other than trade payables outstanding for more than 90 days after the date such trade payables were created), deferred revenue, taxes nor other similar accrued expenses, in each case arising in the ordinary course of business, shall constitute Indebtedness; and (b) the Indebtedness of any Person shall in any event include (without duplication) the Indebtedness of any other entity (including any general partnership in which such Person is a general partner) to the extent such Person is liable thereon as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide expressly that such Person is not liable thereon. “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes. “Indemnitees” has the meaning provided in Section 11.02. “Infrastructure Business” means the business of the U.S. Borrower and/or its Restricted Subsidiaries of providing Pan-European, North American, sub-sea and trans-Atlantic fiber network and data center infrastructure services to customers. “Infrastructure Disposition Prepayment Date” means the date on which the proceeds of a sale of the Infrastructure Business pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction are applied to the prepayment of Loans in accordance with Section 2.13(c)(v). “Infrastructure Reorganization” means (i) at any time during the effectiveness of the Existing Infrastructure Sale Agreement, the consummation of the Reorganisation (as defined in the Existing Infrastructure Sale Agreement) and/or any other internal reorganization that is undertaken in connection with or related to the Reorganisation (as defined in the Existing Infrastructure Sale Agreement) for the primary purpose of efficiently separating the Infrastructure Business in preparation for the sale of the Infrastructure Business to a third party, in each case, in whole or in part, and in compliance with the Infrastructure Reorganization Principles and (ii) at any time during the effectiveness of a Replacement Infrastructure Sale Agreement, the consummation of any internal corporate reorganization by the U.S. Borrower and/or its Subsidiaries, in whole or in part, that is undertaken for the primary purpose of efficiently separating the Infrastructure Business in preparation for the sale of the Infrastructure Business to a third party, as determined in good faith by the U.S. Borrower and that is in compliance with the Infrastructure Reorganization Principles.
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-35- “Infrastructure Reorganization Principles” means (a) if any asset constituting Collateral for the EMEA Term Loans is transferred to a Subsidiary that is organized or incorporated under the laws of Canada, the Cayman Islands, Germany, Ireland, the Netherlands, Sweden, Switzerland, the United Kingdom or the United States pursuant to an Infrastructure Reorganization, then (i) such Subsidiary shall (x) be an EMEA Borrower Guarantor at the time of such transfer or (y) become an EMEA Borrower Guarantor in the manner set forth in Section 6.09(b) and (ii) such asset shall become Collateral for the EMEA Term Loans as soon as practicable thereafter; provided that no Infrastructure Reorganizations shall result in all or substantially all of the Collateral being released from the security interest of the Administrative Agent or a material impairment of the security interest of the Administrative Agent in the Collateral, taken as a whole and (b) if any asset constituting Collateral for the U.S. Term Loans or the Revolving Facility is transferred to the U.S. Borrower or a U.S. Subsidiary pursuant to an Infrastructure Reorganization, then (i) if the transferee is a U.S. Subsidiary, such U.S. Subsidiary shall (x) be a U.S. Borrower Guarantor at the time of such transfer or (y) become a U.S. Borrower Guarantor in the manner set forth in Section 6.09(a) and (ii) such asset shall become Collateral for the U.S. Term Loans and the Revolving Facility as soon as practicable thereafter; provided that no Infrastructure Reorganization shall result in all or substantially all of the Collateral for the U.S. Term Loans or the Revolving Facility being released from the security interest of the Administrative Agent or a material impairment of the security interest of the Administrative Agent in the Collateral for the U.S. Term Loans or the Revolving Facility, taken as a whole. “Infrastructure Sale Agreement” means (a) at any time that the Existing Infrastructure Sale Agreement is in effect, the Existing Infrastructure Sale Agreement and (b) at any time after the Existing Infrastructure Sale Agreement is terminated, any Replacement Infrastructure Sale Agreement that is in effect at such time. “Initial Term Loan Maturity Date” means May 31, 2025. “Initial Yield” has the meaning provided in Section 2.17(b). “Insolvency Event” means, with respect to any Person: (i) the commencement of a voluntary case by such Person under the Bankruptcy Code or the seeking of relief by such Person under any Debtor Relief Law or analogous law in any jurisdiction outside of the United States; (ii) the commencement of an involuntary case against such Person under the Bankruptcy Code, any Debtor Relief Law or any analogous law in any jurisdiction outside of the United States and the petition is not controverted or dismissed within 60 days after commencement of the case; (iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of such Person; (iv) such Person commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, administrative receiver, receiver-manager, administrator, judicial manager, mandataire ad hoc, conciliateur, compulsory manager, custodian, trustee, monitor, conservator or liquidator (collectively, a “conservator”) of such Person or all or any substantial portion of its property) any other proceeding under any Debtor Relief Law or similar law of any jurisdiction whether now or hereafter in effect relating to such Person (other than pursuant to a transaction permitted by Section 7.02(i);
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-36- (v) any such proceeding of the type set forth in clause (iv) above is commenced against such Person to the extent such proceeding is consented to by such Person or remains undismissed for a period of 60 days; (vi) such Person is adjudicated insolvent or bankrupt, or is deemed to, or is declared to, be unable to pay its debts under applicable law; (vii) any order of relief or other order approving any such case or proceeding is entered; (viii) such Person makes any arrangement with or general assignment for the benefit of creditors, generally does not pay its debts as such debts become due; (ix) a moratorium is declared in respect of any indebtedness of any such Person. If a moratorium occurs, the ending of the moratorium will not remedy an Event of Default caused by that moratorium; (x) in the case of any Person organized under the laws of in Germany is overindebted within the meaning of section 19 of the German Insolvency Code (Insolvenzordnung); (xi) in the case of any Person organized under the laws of Singapore, and in addition to any of the events in clauses (i) through (ix) above, any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments a moratorium of any indebtedness or winding-up of such Person; or (xii) in the case of any Person organized under the laws of the Netherlands, and in addition to any of the events in clauses (i) through (ix) above, the occurrence or commencement of any bankruptcy (faillissement), administration (onderbewindstelling), moratorium (surseance van betaling) and any other event whereby such Person is limited in the right to dispose of its assets and which includes a Dutch entity having filed a notice under Section 36 of the Dutch Tax Collection Act (Invorderingswet 1990) or Section 60 of the Dutch Social Insurance Financing Act (Wet Financiering Sociale Verzekeringen) in conjunction with Section 36 of the Dutch Tax Collection Act. For purpose of this definition, (a) a winding-up, administration or dissolution with respect to a Person organized under the laws of the Netherlands, include such person being declared bankrupt (failliet verklaard) or dissolved (ontbonden), (b) a liquidator includes a curator, (c) an administrator includes a bewindvoerder, and (d) a receiver or an administrative receiver does not include a curator. “Intellectual Property” has the meaning provided in the U.S. Security Agreement (or, as it relates to any non-U.S. property, the applicable Security Document). “Intercompany Subordination Agreement” means the Intercompany Subordination Agreement substantially in the form of Exhibit I hereto. “Interest Period” means, with respect to each Eurocurrency Loan, a period of one, two, three or six months as selected by the Applicable Borrower; provided, however, that (i) the initial Interest Period for any Borrowing of such Eurocurrency Loan shall commence on the date of such Borrowing (the date of a Borrowing resulting from a Conversion or Continuation shall be the date of such Conversion or Continuation) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires; (ii) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period,
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-37- such Interest Period shall end on the last Business Day of such calendar month; (iii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, however, that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; (iv) no Interest Period for any Eurocurrency Loan may be selected that would end after Revolving Facility Termination Date or Term Loan Maturity Date for such Credit Facility, as the case may be; and (v) if, with respect to any Eurocurrency Loans denominated in Dollars, upon the expiration of any Interest Period, the Applicable Borrower has failed to (or may not) elect a new Interest Period to be applicable to the respective Borrowing as provided above, the Applicable Borrower shall be deemed to have elected to Convert such Borrowing to Base Rate Loans effective as of the expiration date of such current Interest Period. “Interpolated Rate” means the rate which results from interpolating on a linear basis between (a) a rate for the longest period (for which such rate is available) which is less than the Interest Period of that Loan and (b) the applicable rate for the shortest period (for which such rate is available) which exceeds the Interest Period of that Loan, in each case, with respect to any Eurocurrency Loan denominated in Euro, at approximately 11:00 a.m., London time, two (2) TARGET Days prior to the commencement of such Interest Period. “Investment” means: (i) any direct or indirect purchase or other acquisition by a Person of any Equity Interest of any other Person; (ii) any loan, advance (other than deposits with financial institutions available for withdrawal on demand), capital contribution or extension of credit to, guarantee or assumption of debt or purchase or other acquisition of any other Indebtedness of, any Person by any other Person; or (iii) the purchase, acquisition or investment of or in any stocks, bonds, mutual funds, notes, debentures or other securities, or any deposit account, certificate of deposit or other investment of any kind. For the avoidance of doubt, Permitted Equity Derivatives and acquisitions of or licenses for intellectual property or tangible assets used or useful in a Permitted Business do not constitute Investments. “Investment Grade Securities” means: (a) debt securities or debt instruments with a rating of “A- “ or higher from S&P or “A3” or higher by Xxxxx’x or the equivalent of such rating by such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Rating Organization, but excluding any debt securities or instruments constituting loans or advances among the U.S. Borrower and its Subsidiaries; and (b) investments in any fund that invests exclusively in investments of the type described in clause (a) above which fund may also hold cash and Cash Equivalents pending investment or distribution. “Irish Secured Parties” has the meaning specified in the definition of “Irish Security Agreements”. “Irish Security Agreements” means the Non-U.S. Security Agreements governed by the laws of Ireland. “Irish Security Documents” means the Irish Security Agreements, each Additional Security Document governed by the laws of Ireland and any document governed by Irish law pursuant to which any Lien is granted or perfected by any Credit Party to the Administrative Agent as security for any of the Obligations. “Irish Security Property” means: (i) the Liens expressed to be granted under the Irish Security Documents in favor of the Administrative Agent as security trustee for the Irish Secured Parties and all proceeds of those Liens;
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-38- (ii) all obligations expressed to be undertaken by a Credit Party to pay amounts in respect of the Obligations to the Administrative Agent as security trustee for the Irish Secured Parties and secured by the Irish Security Documents together with all representations and warranties expressed to be given by a Credit Party in favor of the Administrative Agent as security trustee for the Irish Secured Parties; and (iii) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Administrative Agent is required by the terms of the Irish Security Documents to hold as security trustee on trust for the Irish Secured Parties. “IRS” means the United States Internal Revenue Service. “IRU” has the meaning provided in the definition of “Ordinary Course Dispositions”. “ISEDC” means Innovation, Science and Economic Development Canada (formerly Industry Canada). “Junior Lien Debt Documents” means, collectively, any loan agreements, indentures, note purchase agreements, promissory notes, guarantees and other instruments and agreements evidencing the terms of any Junior Lien Indebtedness. “Junior Lien Indebtedness” means any Indebtedness that is secured by Liens that are junior to the Liens securing any Obligations. “Key Customer” means key customers of the Target listed on Schedule 7.03(h). “Key Customer Lien” means a Lien granted to a Key Customer who is under arrangements similar to those of the Microsoft Permitted Liens and consistent with past practice and in the ordinary course of business of the Target Companies to secure obligations owed to such Key Customer and existing on property of any Target Company as of the Closing Date. “Landing Site” means each manhole associated with the trans-Atlantic fiber optic cable systems of the U.S. Borrower and its Subsidiaries, each location under or over which such trans-Atlantic fiber optic cable systems transverse between any such manhole and the corresponding cable landing station, and each cable landing station associated with such trans-Atlantic fiber optic cable systems, whether located on property that is owned, leased or licensed by the U.S. Borrower or any of its Subsidiaries. As of the Closing Date, each Landing Site is listed on Schedule 1.01(f). “Latest Maturity Date” means, as of any date of determination, the latest of the Term Loan Maturity Date for any then outstanding Term Loans and the Revolving Facility Termination Date for any then outstanding Revolving Commitments, in each case then in effect on such date of determination. “LC Commitment Amount” means $50,000,000. The LC Commitment Amount is a part of, and not in addition to, the Total Revolving Commitment. “LC Documents” means, with respect to any Letter of Credit, any documents executed in connection with such Letter of Credit. “LC Fee” means any of the fees payable pursuant to Section 2.11(b) or Section 2.11(c) in respect of Letters of Credit.
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-39- “LC Issuance” means the issuance of any Letter of Credit by any LC Issuer for the account of an LC Obligor in accordance with the terms of this Agreement, and shall include any amendment thereto that increases the Stated Amount thereof or extends the expiry date of such Letter of Credit. “LC Issuer” means KeyBank National Association or any of its Affiliates, or such other Lender that is requested by the U.S. Borrower and agrees to be an LC Issuer hereunder (provided that any such Lender is entitled to agree or decline in its sole discretion) and is approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed). “LC Obligor” means, with respect to each LC Issuance, the U.S. Borrower or the Restricted Subsidiary for whose account such Letter of Credit is issued. “LC Outstandings” means, at any time, the sum, without duplication, of (i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings with respect to Letters of Credit. “LC Participant” has the meaning provided in Section 2.05(g). “LC Participation” has the meaning provided in Section 2.05(g). “LC Request” has the meaning provided in Section 2.05(b). “Lead Arrangers” means Credit Suisse Securities (USA) LLC, KeyBanc Capital Markets Inc., SunTrust Xxxxxxxx Xxxxxxxx, Inc., Xxxxxxx Sachs Bank USA, Xxxxxx Xxxxxxx Senior Funding, Inc., Citizens Bank, National Association and ING Capital LLC, as joint lead arrangers and joint bookrunners of the Credit Facilities in effect on the Closing Date. “Leaseholds” of any Person means all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures. “Legal Reservations” means, with respect to the Non-U.S. EMEA Credit Parties or (solely with respect to assets pledged under laws other than the United States, any State thereof, or the District of Columbia) any U.S. Credit Party: (i) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors; (ii) the time barring of claims under the Limitation Acts or any applicable limitation statutes, the possibility that an undertaking to assume liability for or indemnify a person against nonpayment of stamp duty may be void and defenses of set-off or counterclaim; (iii) the principle that in certain circumstances security granted by way of fixed charge may be recharacterised by a court as a floating charge or that security purported to be constituted as an assignment may be recharacterised as a charge; (iv) the principle that additional interest or payment of compensation imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;
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-40- (v) the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant or the court itself has made an order for costs; (vi) the principle that the creation or purported creation of security over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which security has purportedly been created; (vii) any other matters which are set out as qualifications or reservations (however described) as to matters of non-U.S. law in the legal opinions provided in respect of this Agreement; (viii) the principle that the legality, validity, binding nature or enforceability of any Security Document which is not governed by the laws of the jurisdiction where the asset or assets purported to be secured under that Security Document are situated may be flawed with respect to such assets; and (ix) similar principles, rights and defenses under the laws of any jurisdiction of organization of any Credit Party or any jurisdiction whose laws govern the provisions of security interests in assets of such Credit Party. “Lender” and “Lenders” have the meaning provided in the first paragraph of this Agreement and includes any other Person that becomes a party hereto pursuant to an Assignment Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment Agreement. In addition to the foregoing, solely for the purpose of identifying the Persons entitled to share in payments and collections from the Collateral and the benefit of any guarantees of the Obligations, as more fully set forth in this Agreement and the other Loan Documents, the term “Lender” shall include Secured Hedge Providers and Cash Management Banks. For the avoidance of doubt, any Secured Hedge Provider to whom any Hedging Obligations are owed or any Cash Management Bank to whom any Banking Services Obligations are owed and, in each case, which does not hold any Loans or commitments hereunder shall not be entitled to any other rights as a “Lender” under this Agreement or the other Loan Documents. “Lender Register” has the meaning provided in Section 2.08(b). “Letter of Credit” means (x) any Standby Letter of Credit or Commercial Letter of Credit, in each case issued by any LC Issuer under this Agreement pursuant to Section 2.05 for the account of any LC Obligor and (y) the Existing Letters of Credit. “Licenses” means the U.S. Communications Licenses, the Non-U.S. Communications Licenses and all licenses, permits, authorizations, determinations, and registrations issued by any Governmental Authority to the U.S. Borrower or any of its Subsidiaries in connection with such Person’s activities or the conduct of its business. “Lien” means any mortgage, pledge, security interest, hypothecation, encumbrance, standard security, assignation in security, trust or deemed trust, lien (statutory or otherwise) or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof). “Limitation Acts” means the Limitation Xxx 0000, the Foreign Limitation Xxxxxxx Xxx 0000, the Irish Statutes of Limitation 1957 to 2000 and the Prescription and Xxxxxxxxxx Xxxxxxxx Xxx 0000.
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-41- “Limited Condition Acquisition” means any Permitted Acquisition or other permitted Investment the consummation of which by the U.S. Borrower or any Restricted Subsidiary is contractually committed to consummate (it being understood that such commitment may be subject to conditions precedent, which conditions precedent may be amended, satisfied or waived in accordance with the terms of the applicable agreement) and is not expressly conditioned on the availability of, or on obtaining, third-party financing. “Liquidity” means, at any time, the sum of (a) the Total Revolving Commitment minus the Aggregate Revolving Facility Exposure at such time and (b) the aggregate amount of cash and Cash Equivalents of the U.S. Borrower and its Restricted Subsidiaries as of the such time (excluding cash and Cash Equivalents that are or would be listed as “restricted” on the consolidated balance sheet of the U.S. Borrower and its Restricted Subsidiaries as of such date of determination). “Loan” means any Revolving Loan or Term Loan. “Loan Documents” means this Agreement, the Notes, the Guaranty Agreements, the Security Documents, the Fee Letter, the Intercompany Subordination Agreement, any Agreed Customer Subordination Agreement, any Additional Credit Extension Amendment, anythe Priming Facility Intercreditor Agreement and any other intercreditor agreement entered into by the Administrative Agent pursuant to the terms hereof and each LC Document. “Luxembourg GAAP” has the meaning provided in Section 4.01(x). “Margin Stock” has the meaning provided in Regulation U. “Material Adverse Effect” means any or all of the following: (i) any material adverse effect on the business, operations, property, assets, liabilities or financial condition of the U.S. Borrower and its Restricted Subsidiaries, taken as a whole; (ii) any material adverse effect on the ability of any Borrower and the other Credit Parties, taken as a whole, to perform their obligations under any of the Loan Documents to which they are party; (iii) subject to any Legal Reservations or Non-U.S. Perfection Requirements that are not overdue, any material adverse effect on the validity, effectiveness or enforceability, as against the Credit Parties, taken as a whole, of any of the Loan Documents to which they are a party; (iv) subject to any Legal Reservations or Non-U.S. Perfection Requirements that are not overdue, any material adverse effect on the rights and remedies of the Administrative Agent or any Lender under any Loan Document; or (v) subject to any Legal Reservations or Non-U.S. Perfection Requirements that are not overdue, any material adverse effect on the validity, perfection or priority of any material Lien in favor of the Administrative Agent on any of the Collateral. “Material Contract” means each contract or agreement to which the U.S. Borrower or any of its Restricted Subsidiaries is a party, which if violated or terminated (other than contracts that by their terms may be terminated by the U.S. Borrower or such Restricted Subsidiary in the ordinary course of its business or which are replaced within 30 days of termination) would reasonably be expected to have a Material Adverse Effect. “Material Indebtedness” means, as to the U.S. Borrower or any of its Restricted Subsidiaries, any particular Indebtedness (other than any intercompany Indebtedness between or among U.S. Borrower and/or any of its Restricted Subsidiaries) of the type described in clauses (i), (ii) or (ix) of the definition thereof of the U.S. Borrower or such Restricted Subsidiary (including any Guaranty Obligations in respect of Indebtedness of the type described in clauses (i), (ii) or (ix) of the definition thereof) in excess of the aggregate principal amount of $50,000,000. “Maximum Rate” has the meaning provided in Section 11.23.
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-42- “MFN Protection” has the meaning provided in Section 2.17(b). “Microsoft” means Microsoft Ireland Operations Limited. “Microsoft Hibernia Atlantic Liens” means the Liens granted by Hibernia Atlantic Cable System pursuant to the Assignment of System Agreements by Way of Security, dated as of May 31, 2016, in favor of Microsoft, which Liens secure certain obligations of Hibernia Atlantic Cable System pursuant to (a) the IRU Agreement, dated as of June 17, 2014, between Hibernia Atlantic Cable System and Microsoft, as amended by Amendment No. 1, dated as of May 31, 2016, and (b) the Operations, Maintenance & Colocation Services Agreement, dated as of June 17, 2014, among Hibernia Atlantic Cable System, the Target and Microsoft. “Microsoft Hibernia Express Liens” means the Liens existing as of the Closing Date and granted by the Hibernia Express Entities pursuant to the Assignment of System Agreements by Way of Security, dated as of May 31, 2016, in favor of Microsoft, which Liens secure certain obligations of the Hibernia Express Entities pursuant to (a) the IRU Agreement, dated as of June 17, 2014, among the Hibernia Express Entities and Microsoft, as amended by Amendment No. 1, dated as of July 3, 2014, Amendment No. 2, dated as of September 21, 2015, Amendment No. 3, dated as of February 25, 2016, and Amendment No. 4, dated as of May 31, 2016, and (b) the Operations, Maintenance & Colocation Services Agreement, dated as of June 17, 2014, among the Hibernia Express Entities, the Target and Microsoft. “Microsoft Permitted Liens” means the Microsoft Hibernia Atlantic Liens and the Microsoft Hibernia Express Liens. “Minimum Borrowing Amount” means (i) with respect to any Base Rate Loan, $500,000, with minimum increments thereafter of $100,000, (ii) with respect to any Eurocurrency Loan denominated in Dollars, $500,000, with minimum increments thereafter of $100,000, (iii) with respect to any Loan denominated in Euro, €500,000, with minimum increments thereafter of €100,000 and (iv) with respect to any Loan denominated in Sterling £500,000, with minimum increments thereafter of £100,000. “Minimum Collateral Amount” means, at any time, with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 105% of the Fronting Exposure of all LC Issuers with respect to Letters of Credit issued and outstanding at such time. “Moody’s” means Xxxxx’x Investors Service, Inc. and its successors. “Mortgage” means a Mortgage, Deed of Trust, standard security or other instrument, in form and substance reasonably satisfactory to the Administrative Agent, executed by a Credit Party with respect to a Mortgaged Real Property (it being agreed that, in the case of any Mortgaged Real Property listed on Schedule 1.01(c), the form and substance of the equivalent document delivered in connection with the Borrower Existing Credit Agreement is satisfactory to the Administrative Agent), as the same may from time to time be amended, restated or otherwise modified. “Mortgaged Real Property” means each of the parcels of real property set forth on Schedule 1.01(c) hereto, or interests therein, owned by a Credit Party, together with each other parcel of Real Property that shall become subject to a Mortgage after the Closing Date in accordance with Section 6.10(a), in each case together with all of such Credit Party’s right, title and interest in the improvements and buildings thereon and all appurtenances, easements or other rights belonging thereto. “Multi-Employer Plan” means a multi-employer plan, as defined in Section 4001(a)(3) of ERISA to which the U.S. Borrower or any Subsidiary of the U.S. Borrower or any ERISA Affiliate is making or
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-43- accruing an obligation to make contributions or has within any of the preceding five plan years made or accrued an obligation to make contributions, but does not include a Canadian Pension Plan. “Multiple Employer Plan” means an employee benefit plan, other than a Multi-Employer Plan or a Canadian Pension Plan, to which the U.S. Borrower or any Subsidiary of the U.S. Borrower or any ERISA Affiliate, and one or more employers other than the U.S. Borrower or a Subsidiary of the U.S. Borrower or an ERISA Affiliate, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the U.S. Borrower or a Subsidiary of the U.S. Borrower or an ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan. “National Flood Insurance Program” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes. “Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the 1934 Act. “Net Cash Proceeds” means, with respect to (i) any Asset Sale, the Cash Proceeds resulting therefrom net of (A) reasonable and customary expenses of sale incurred in connection with such Asset Sale, and other reasonable and customary fees and expenses incurred, and all state, provincial, local and foreign taxes paid or reasonably estimated to be payable by such person as a consequence of such Asset Sale, and the payment of principal, premium and, interest, fees and other amounts in respect of Indebtedness (other than the Obligations) secured by a lien on the asset that is the subject of such Asset Sale that is senior to the lien thereon (if any) securing the Obligations, and required to be, and that is, repaid under the terms thereof as a result of such Asset Sale, including any such payments made in respect of principal, premium, interest, fees and other amounts due and owing under Priming Facility Credit Agreement with the Cash Proceeds from Asset Sales, and (B) incremental federal, state, provincial, local and foreign income taxes paid or payable as a result thereof; (ii) any Event of Loss, the Cash Proceeds resulting therefrom net of (A) reasonable and customary expenses incurred in connection with such Event of Loss, and local taxes paid or reasonably estimated to be payable by such person as a consequence of such Event of Loss and the payment of principal, premium and, interest, fees and other amounts in respect of Indebtedness (other than the Obligations) secured by a lien on the asset that is the subject of the Event of Loss andthat is senior to the lien thereon (if any) securing the Obligations, and required to be, and that is, repaid under the terms thereof as a result of such Event of Loss, including any such payments made in respect of principal, interest, fees and other amounts due and owing under the Priming Facility Credit Agreement with the Cash Proceeds from Events of Loss and (B) incremental federal, state, provincial, local and foreign income taxes paid or payable as a result thereof; and (iii) the incurrence or issuance of any Indebtedness, the Cash Proceeds resulting therefrom net of reasonable and customary fees and expenses incurred in connection therewith and net of the repayment or payment of any Indebtedness or obligation intended to be repaid or paid with the proceeds of such Indebtedness; in the case of each of clauses (i), (ii) and (iii), to the extent, but only to the extent, that the amounts so deducted are (x) actually paid to a Person that, except in the case of reasonable out-of-pocket expenses, is not an Affiliate of such Person or any of its Subsidiaries and (y) properly attributable to such transaction or to the asset that is the subject thereof. “New Parent” has the meaning provided in the definition of “Holding Company Merger”. “Non-Consenting Lender” has the meaning provided in Section 11.12(h). “Non-Credit Party” means each Restricted Subsidiary that is not a Subsidiary Guarantor.
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-44- “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. “Non-U.S. Communications Laws” means the laws of a Relevant Jurisdiction (other than the United States) as may be applicable to the conduct of the U.S. Borrower or any of its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property, and the telecommunications-related laws of any Relevant Jurisdiction (other than the United States) including but not limited to the Telecommunications Act (S.C.), 1993, C. 38 and its regulations, and the regulations, decisions, policies, reports and orders of any Governmental Authority in a Relevant Jurisdiction (other than the United States), including the CRTC and ISEDC, with jurisdiction over telecommunications-related matters as may be applicable to the conduct of the U.S. Borrower or its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property. “Non-U.S. Communications License” means any license, permit, consent, certificate of compliance, franchise, approval, registration, waiver or authorization related to the conduct of the U.S. Borrower or any of its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property, granted or issued by any non-U.S. Governmental Authority, including the CRTC and ISEDC, with jurisdiction over telecommunications-related matters to and held by the U.S. Borrower or any of its Subsidiaries, including those pursuant to which the U.S. Borrower or any of its Subsidiaries is authorized to engage in any activity subject to the jurisdiction of such Governmental Authority. “Non-U.S. EMEA Credit Parties” has the meaning provided in Section 6.10(g). “Non-U.S. EMEA Credit Party Loan Documents” has the meaning assigned to such term in the definition of “Non-U.S. EMEA Credit Party Obligations”. “Non-U.S. EMEA Credit Party Obligations” means, subject to Section 2.22, all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by the EMEA Borrower or any other Non-U.S. EMEA Credit Party to the Administrative Agent, any Lender, any Affiliate of any Lender, any Secured Hedge Provider or any Cash Management Bank pursuant to the terms of this Agreement, any other Loan Document to which any Non-U.S. EMEA Credit Party is a party (collectively with this Agreement, the “Non-U.S. EMEA Credit Party Loan Documents” and each a “Non-U.S. EMEA Credit Party Loan Document”), any Secured Hedge Agreement or any Secured Cash Management Agreement (including, but not limited to, interest and fees that accrue after the commencement by or against any Non-U.S. EMEA Credit Party of any insolvency proceeding or other proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code or analogous provision under any other Debtor Relief Laws); provided, however, that Non-U.S. EMEA Credit Party Obligations shall not include (x) any Excluded Swap Obligations or (y) any obligations of any U.S. Credit Party. Without limiting the generality of the foregoing description of Non-U.S. EMEA Credit Party Obligations, the Non-U.S. EMEA Credit Party Obligations include (a) the obligation to pay principal, interest, charges, expenses, fees, reasonable attorneys’ fees and disbursements, indemnities and other amounts payable by any Non-U.S. EMEA Credit Party under any Non-U.S. EMEA Credit Party Loan Document, (b) Banking Services Obligations of any Non-U.S. EMEA Credit Party, (c) Hedging Obligations of any Non-U.S. EMEA Credit Party and (d) the obligation of any Non-U.S. EMEA Credit Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent, any Lender, any Secured Hedge Provider, and Cash Management Bank or any Affiliate of any of them, in connection with the terms of any Non-U.S. EMEA Credit Party Loan Document, may elect to pay or advance on behalf of the Non-U.S. EMEA Credit Parties.
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-46- “Northern Irish Security Property” means the Liens expressed to be granted under the Northern Irish Security Documents in favor of the Administrative Agent and all proceeds of those Liens. “Note” means a Revolving Facility Note or a Term Note, as applicable. “Notice of Borrowing” has the meaning provided in Section 2.06(b). “Notice of Continuation or Conversion” has the meaning provided in Section 2.10(b). “Notice Office” means the office of the Administrative Agent at 0000 Xxxxxxxx Xxxx; Mail Code: OH-01-49-0362, Xxxxxxxx, Xxxx 00000, Attention: Xxxxx X. Xxxxxx (xxxxx_xxxxxxxxx@xxxxxxx.xxx with copy to xxxx_xxxxxx@xxxxxxx.xxx), or such other office(s) as the Administrative Agent may designate in writing to the U.S. Borrower from time to time. “Obligations” means, collectively, the U.S. Obligations, the EMEA Facility Obligations and the Non-U.S. EMEA Credit Party Obligations and, individually, as the context may require. “OFAC” has the meaning provided in Section 5.24(a). “Operating Lease” as applied to any Person means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is not accounted for as a Capital Lease on the balance sheet of that Person. “Ordinary Course Dispositions” means, the following: (a) dispositions or the abandonment of obsolete, excess, worn out or surplus furniture, fixtures, equipment or other property, real or personal, tangible or intangible, and property no longer material, used or useful to the business of the U.S. Borrower or any of its Restricted Subsidiaries, whether now owned or hereafter acquired; (b) dispositions of inventory in the ordinary course of business (including, for the avoidance of doubt, any sale, license, lease or other conveyance of capacity on communication networks (including of any fiber or fiber pair) or collocation capacity, in each case, to customers in the ordinary course of business); (c) dispositions of equipment or Real Property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property; (d) licenses of Intellectual Property in the ordinary course of business; (e) dispositions of Cash Equivalents in the ordinary course of business; (f) termination of leased office locations in the ordinary course of business; (g) dispositions of accounts receivable in connection with the collection or compromise thereof; (h) any forgiveness, write-off or write-down of any intercompany obligations owed by a Credit Party;
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-47- (i) any dispositions resulting from a loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the U.S. Borrower or any Restricted Subsidiary; (j) Liens permitted under Section 7.03, Investments permitted under Section 7.05 and Restricted Payments permitted under Section 7.06; and (k) exchanges or dispositions of, or any indefeasible right of use (“IRU”) agreement covering, fiber the absence of which would not interfere in any material respect with the ordinary conduct of business of the U.S. Borrower or any of its Restricted Subsidiaries (for the avoidance of doubt, any transaction under this clause (k) shall be in the ordinary course of business and not in connection with any sale or other disposition of a business line or unit). “Organizational Documents” means, with respect to any Person (other than an individual), such Person’s Articles (Certificate or Memorandum) of Incorporation, or equivalent formation documents, and Regulations (Bylaws or Articles), or equivalent governing documents, and, in the case of any partnership, includes any partnership agreement and any amendments to any of the foregoing. “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). “Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.05). “Other Term Loans” has the meaning provided in Section 2.17(a). “Participant Register” has the meaning provided in Section 11.06(b). “Payment Office” means the office of the Administrative Agent at 0000 Xxxxxxxx Xxxx; Mail Code: OH-01-49-0362, Xxxxxxxx, Xxxx 00000, Attention: Xxxxx X. Xxxxxx (xxxxx_xxxxxxxxx@xxxxxxx.xxx with copy to xxxx_xxxxxx@xxxxxxx.xxx), or such other office(s), as the Administrative Agent may designate to the U.S. Borrower in writing from time to time. “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto. “Perfection Certificate” has the meaning provided in the U.S. Security Agreement.
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-48- “Permissible Jurisdiction” means any member state of the European Union or, to the extent it has ceased to be a member state of the European Union, the United Kingdom. “Permitted Acquisition” means any Acquisition as to which all of the following conditions are satisfied: (i) such Acquisition involves a line or lines of business that is or are reasonably related or complementary to the lines of business in which the U.S. Borrower and its Subsidiaries, considered as an entirety, are engaged on the Closing Date; (ii) (a) in the case of an asset Acquisition, such Acquisition shall include all or substantially all of the assets, or business or division of the target and (b) in the case of a stock Acquisition, such Acquisition shall include no less than 100% of the Equity Interests of the Person being acquired (except for minority equityholders as required by local law); (iii) to the extent the total consideration (including any Deferred Acquisition Obligations) for such Acquisition exceeds $50,000,000 and such Acquisition is financed (in whole or in part) with the proceeds of Revolving Loans, Incremental Revolving Loans or Incremental Term Loans, the Person or business to be acquired shall have generated Pro Forma EBITDA (determined on a basis consistent with such term but substituting references therein and in its component definitions to the U.S. Borrower and its Restricted Subsidiaries for such Person being acquired) for the Testing Period most recently ended prior to the date of consummation of such Acquisition of greater than $0; and (iv) within 60 days of such Acquisition (or within 120 days of such Acquisition in the case of any Real Property (including any Landing Site) located in the U.S., or within 150 days of such Acquisition in the case of any security interest created or perfected under the laws of a jurisdiction other than the U.S.), or in each case, such later date as may be agreed by the Administrative Agent in its reasonable discretion, (A) any acquired or newly formed Subsidiary shall take all actions required to be taken pursuant to Section 6.09 and Section 6.10 of this Agreement and (B) in the case of an acquisition of all or substantially all of the property or assets of any Person, the Person acquiring such property or assets shall take all actions required to be taken pursuant to Section 6.10 of this Agreement. “Permitted Acquisition Agreement” means each stock purchase agreement, asset purchase agreement or other agreement entered into by the U.S. Borrower or any of its Restricted Subsidiaries in connection with any Permitted Acquisition, in each case as amended, supplemented or otherwise modified from time to time. “Permitted Acquisition Documentation” means, collectively, each Permitted Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements (including without limitation all non-competition agreements) affecting the terms thereof or entered into in connection therewith, in each case as amended, supplemented or otherwise modified from time to time. “Permitted Bond Hedge Transaction” means (a) any call option or capped call option (or substantively equivalent derivative transaction) on the common stock of the U.S. Borrower purchased by U.S. Borrower or any of its Subsidiaries in connection with an incurrence of Permitted Convertible Indebtedness, and (b) any call option or capped call option (or substantively equivalent derivative transaction) replacing or refinancing the foregoing; provided that (x) the sum of (i) the purchase price for any Permitted Bond Hedge Transaction occurring on or after the Closing Date, plus (ii) the purchase price for any Permitted Bond Hedge Transaction it is refinancing or replacing, if any, minus (iii) the cash
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-49- proceeds received upon the termination or the retirement of the Permitted Bond Hedge Transaction it is replacing or refinancing, if any, less (y) the sum of (i) the cash proceeds from the sale of the related Permitted Warrant Transaction plus (ii) the cash proceeds from the sale of any Permitted Warrant Transaction refinancing or replacing such related Permitted Warrant Transaction, if any, minus (iii) the amount paid upon termination or retirement of such related Permitted Warrant Transaction, if any, does not exceed the Net Cash Proceeds from the incurrence of the related Permitted Convertible Indebtedness. “Permitted Business” means the businesses, and any services, activities or businesses incidental, or reasonably related or complementary or similar to, any line of business, engaged in by the U.S. Borrower and its Subsidiaries (including, for the avoidance of doubt, the Target Companies) in each case as of the Closing Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto. “Permitted Convertible Indebtedness” means unsecured debt securities of the U.S. Borrower or any of the Restricted Subsidiaries permitted to be Incurred pursuant to Section 7.04 (which may be guaranteed by the U.S. Borrower Guarantors to the extent permitted by Section 7.04) that is (1) convertible into, or exchangeable for, Equity Interests (other than Disqualified Equity Interests) of the U.S. Borrower (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock) and/or (2) sold as units with call options, warrants, rights or obligations to purchase (or substantially equivalent derivative transactions) that are exercisable for Equity Interests (other than Disqualified Equity Interests) of the U.S. Borrower and/or cash (in an amount determined by reference to the price of such common stock). “Permitted Convertible Indebtedness Call Transaction” means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction. “Permitted Creditor Investment” means any securities (whether debt or equity) received by the U.S. Borrower or any of its Subsidiaries in connection with the bankruptcy or reorganization of any customer or supplier of the U.S. Borrower or any such Subsidiary and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business. “Permitted Equity Derivatives” means (a) any forward purchase, accelerated share purchase or other equity derivative transactions relating to the Equity Interests of the U.S. Borrower entered into by the U.S. Borrower or any Restricted Subsidiary; provided that any Restricted Payment made in connection with such transaction is permitted pursuant to Section 7.06 and (b) any Permitted Convertible Indebtedness Call Transactions. “Permitted Lien” means any Lien permitted by Section 7.03. “Permitted Non-Credit Party Loans and Investments” means loans and investments by a Credit Party or any of its Restricted Subsidiaries to or in an Unrestricted Subsidiary or Non-Credit Party made on or after the Closing Date and not otherwise prohibited by this Agreement. “Permitted Receivables Documents” shall mean all documents and agreements evidencing, relating to or otherwise governing a Permitted Receivables Financing. “Permitted Receivables Financing” means one or more transactions pursuant to which (i) Receivables Assets or interests therein are sold to or financed by one or more Special Purpose Receivables Subsidiaries, and (ii) such Special Purpose Receivables Subsidiaries finance their acquisition of such Receivables Assets or interests therein, or the financing thereof, by selling or borrowing against such Receivables Assets or interests therein; provided that recourse to the U.S. Borrower or any Subsidiary (other
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-50- than the Special Purpose Receivables Subsidiaries) and any obligations or agreements of the U.S. Borrower or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) in connection with such transactions shall be limited to the extent customary for similar transactions in the applicable jurisdictions. “Permitted Refinancing” means any refinancing, restructuring, refunding, renewal, extension or replacement of Indebtedness permitted hereunder; provided that (i) the principal amount (or accreted value, if applicable) of such Indebtedness is not increased at the time of such refinancing, restructuring, refunding, renewal, extension or replacement (except by an amount equal to accrued interest and any premiums, fees and expenses incurred, in connection with such refinancing, restructuring, refunding, renewal, extension or replacement), (ii) such refinancing, restructuring, refunding, renewal, extension or replacement shall not result in an earlier maturity date or decreased weighted average life of such Indebtedness being refinanced, refunded, renewed, restructured, extended or replaced, (iii) the terms relating to collateral (if any) and subordination (if any), and other material terms, taken as a whole, of any such refinancing, restructuring, refunding, renewal, extension or replacement indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are not materially less favorable (taken as a whole) to the Credit Parties than the terms of the agreements or instruments governing the Indebtedness being refinanced, refunded, renewed, restructured, extended or replaced (taken as a whole) and (iv) the terms of such refinancing, restructuring, refunding, renewal, extension or replacement shall not bind any obligor that is not an obligor under the Indebtedness being refinanced, restructured, refunded, renewed, extended or replaced. “Permitted Warrant Transaction” means any call options, warrants or rights to purchase (or substantively equivalent derivative transactions) on common stock of the U.S. Borrower purchased or sold by the U.S. Borrower or any of its Subsidiaries substantially concurrently with a Permitted Bond Hedge Transaction. “Person” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, central bank, trust or other enterprise or any governmental or political subdivision or any agency, department or instrumentality thereof. “Platform” has the meaning provided in Section 9.16(b). “Prepayment Premium” has the meaning provided in Section 8.03. “primary Indebtedness” has the meaning provided in the definition of “Guaranty Obligations”. “primary obligor” has the meaning provided in the definition of “Guaranty Obligations”. “Priming Facility Credit Agreement” means that certain Priming Facility Credit Agreement, dated as of the Amendment No. 4 Effective Date (as amended, amended and restated, waived, supplemented or otherwise modified from time to time), by and among the U.S. Borrower, the EMEA Borrower, the lenders party thereto from time to time and Delaware Trust Company, as administrative agent (the “Priming Facility Administrative Agent”). “Priming Facility Intercreditor Agreement” means that certain Super-Priority Intercreditor Agreement, dated as of the Amendment No. 4 Effective Date (as amended, amended and restated, waived, supplemented or otherwise modified from time to time), by and among the Priming Facility Administrative Agent, as the Senior Administrative Agent, and the Administrative Agent, as Revolving and Term Loan Administrative Agent.
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-51- “Private Lender Presentation” the lender presentation dated April, 2018 made available to prospective lenders, other than prospective lenders that do not wish to receive material non-public information (within the meaning of the United States federal and state securities laws) with respect to the U.S. Borrower and its Subsidiaries. “Pro Forma Basis” means, without duplication of any add backs otherwise added back in the definition of “Consolidated EBITDA”, with respect to the calculation of the Consolidated Net Secured Leverage Ratio, the Consolidated Total Net Leverage Ratio, the Incremental Facility Maximum Amount, the Available Amount, Pro Forma EBITDA and any other applicable provision of this Agreement or any other Loan Document, as of any time, that pro forma effect shall be given to the Transactions and any Specified Transaction that have occurred during the U.S. Borrower’s most-recently ended Testing Period, or subsequent to the end of such Testing Period but prior to such time for which a determination under this definition is made, as if each such event occurred on the first day of such Testing Period (giving effect to pro forma adjustments which are (i) determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Exchange Act and as interpreted by the staff of the Securities and Exchange Commission (or any successor agency), (ii) recommended by any due diligence quality of earnings report conducted by (x) a firm of independent public accountants of recognized national standing or (y) any other accounting firm reasonably satisfactory to the Administrative Agent (such acceptance not to be unreasonably withheld), selected by the U.S. Borrower and retained by the U.S. Borrower; or (iii) otherwise determined in such other manner reasonably acceptable to the Administrative Agent); provided, that for purposes of determining actual compliance (and not pro forma compliance) with Section 7.07, pro forma effect shall not be given to any Specified Transaction that occurred subsequent to the end of the most- recently ended Testing Period. “Pro Forma EBITDA” means, as of any date of determination, Consolidated EBITDA for the Testing Period determined on a Pro Forma Basis. “PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. “Purchase Money Indebtedness” means, for any Person, Indebtedness incurred for the purpose of financing all or any part of the purchase price of any fixed or capital assets (including Equity Interests of any Person owning fixed or capital assets) or the cost of installation, construction or improvement of any fixed or capital assets; provided that (i) such Indebtedness is incurred within 180 days after such acquisition, installation, construction or improvement of such fixed or capital assets (including Equity Interests of any person owning the applicable fixed or capital assets) by such person and (ii) the amount of such Indebtedness does not exceed the lesser of 100% of the fair market value of such fixed or capital asset or the cost of the acquisition, installation, construction or improvement thereof, as the case may be. “Purchaser” has the meaning set for in the preamble to this Agreement. “Purchaser Pledge Agreement” has the meaning provided in Section 6.10(e). “Qualified Cash” means the aggregate amount of cash and Cash Equivalents, excluding cash and Cash Equivalents that are listed as “restricted” on the consolidated balance sheet of the U.S. Borrower and its Restricted Subsidiaries as of such date of determination (other than the aggregate amount of cash and Cash Equivalents restricted in favor of the Credit Facilities (which may also secure other indebtedness secured by a pari passu or junior lien on Collateral securing the Credit Facilities)) in each case as determined in accordance with GAAP, in an amount not to exceed the greater of (i) $250,000,000 and (ii) an amount equal to 50% of the Pro Forma EBITDA for the most recently ended Testing Period.
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-52- “Qualified ECP Guarantor” means, in respect of any Obligations with respect to a Secured Hedge Agreement, each Credit 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 Obligations 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. “Qualifying Transaction” shall have the meaning ascribed to such term in the CAM Amendment. “RCRA” means the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. “Real Property” of any Person shall mean all of the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds. “Receivable” means any indebtedness and other obligations owed to any Credit Party or a Special Purpose Receivables Subsidiary or any right of a Special Purpose Receivables Subsidiary or any Credit Party to payment from or on behalf of a purchaser of goods (or other obligor obligated to make payments pursuant to the contract relating to such Receivable) from any Credit Party or any right to reimbursement for funds paid or advanced by a Special Purpose Receivables Subsidiary or any Credit Party on behalf of a purchaser of goods (or other obligor obligated to make payments pursuant to the contract relating to such Receivable) from any Credit Party, whether constituting an account, chattel paper, payment intangible, instrument or general intangible, however arising (whether or not earned by performance), and includes the obligation to pay any finance charges, fees and other charges with respect thereto (it being understood that indebtedness and other obligations arising from any one transaction, including indebtedness and other obligations represented by an individual invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other obligations arising from any other transaction). “Receivables Assets” shall mean any Receivable and Related Security from time to time originated, acquired or otherwise owned by the U.S. Borrower or any Subsidiary. “Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the collateral subject to Liens under the UK Security Documents, the Irish Security Documents or the Northern Irish Security Documents. “Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any LC Issuer, as applicable. “Refinancing” means the (a) the repayment in full of all Indebtedness and other obligations under the Existing Credit Agreements (other than (x) contingent indemnification obligations for which no claim has been made, and (y) bank product obligations, secured hedging obligations and letters of credit (or issuance documents related thereto) to be cash collateralized, backstopped or deemed to be Letters of Credit issued pursuant to this Agreement) (which shall be deemed satisfied if made with proceeds of the initial Credit Event) and the termination of all commitments thereunder (which may be contemporaneous with such repayment); (b) the repayment of all funded Indebtedness of the Target and its Subsidiaries not permitted to remain outstanding under the Target Acquisition Agreement (in each case other than (x) contingent indemnification obligations for which no claim has been made, and (y) bank product obligations, secured hedging obligations and letters of credit (or issuance documents related thereto) to be cash collateralized, backstopped or deemed to be Letters of Credit issued pursuant to this Agreement) (which shall be deemed satisfied if made with proceeds of the initial Credit Event); and (c) the termination of all
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-53- related commitments and the release of all related guarantees and liens (which may be contemporaneous with the repayments contemplated under the preceding clauses (a) and (b)). “Refinancing Term Effective Date” has the meaning set forth in Section 2.20(b). “Refinancing Term Lender” has the meaning set forth in Section 2.20(b). “Refinancing Term Loans” has the meaning set forth in Section 2.20(a). “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements. “Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements. “Regulatory Assessment” means any payment, fee, charge, assessment or other amount required to be paid to or enforced by a U.S. federal, state or local Governmental Authority or any non-U.S. Governmental Authority to finance regulatory funding mechanisms, including United States state or federal Universal Service Fund, Canadian Contribution Regime, FCC, CRTC, or ISEDC regulatory fees, including but not limited to international bearer circuit and interstate telephone service provider fees, telecommunications relay systems, administration of the North American Numbering Plan, emergency calling services and other similar regulatory funding mechanisms. “Related Parties” means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees, representatives, agents and advisors of such Person and of such Person’s Affiliates. “Related Security” means, with respect to any Receivable (a) all of a Special Purpose Receivables Subsidiary’s and any Credit Party’s interest in any goods (including returned goods), and documentation of title evidencing the shipment or storage of any goods (including returned goods), the sale of which gave rise to such Receivable; (b) all instruments and chattel paper that may evidence such Receivable (and do not evidence any asset that is not a Receivable); (c) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto; (d) solely to the extent applicable to such Receivable, the rights, interests and claims under the contracts and all guarantees, indemnities, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the contract related to such Receivable or otherwise; (e) all of a Special Purpose Receivables Subsidiary’s rights, interests and claims under the Permitted Receivables Documents; and (f) all collections and other proceeds and products of any of the foregoing, as defined in the UCC, that are or were received by a Credit Party or Special Purpose Receivables Subsidiary, including all funds which either are received by a Credit Party or Special Purpose Receivables Subsidiary from or on behalf of the obligors in payment of any amounts owed (including invoice price, finance charges, interest and all other charges) in respect of the above Receivables or are applied to such amounts owed by the obligors (including any insurance payments that a Credit Party or Special Purpose Receivables Subsidiary applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the obligors in respect of the above Receivables or any other parties directly or indirectly liable for payment of any such Receivables, and all books and records of any Credit Party to the extent related to any of the Receivables Assets.
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-54- “Relevant Jurisdiction” means (i) the jurisdiction of incorporation, organization or formation, as applicable, of the U.S. Borrower or any of its Subsidiaries, (ii) any jurisdiction where any asset of the U.S. Borrower or any of its Subsidiaries is situated, which as of the date of determination is subject to, or from time to time is intended to be subject to, a security interest in favor of Administrative Agent, (iii) any jurisdiction where the U.S. Borrower or any of its Subsidiaries conducts its business and (iv) the jurisdiction the laws of which govern the perfection of any Liens granted by the Credit Parties pursuant to the Security Documents. “Relevant Party” has the meaning assigned to such term in Section 3.03(i). “Replaced Revolving Commitments” has the meaning set forth in Section 2.21(a). “Replacement Infrastructure Sale Agreement” means, at any time after the Existing Infrastructure Sale Agreement is terminated, any agreement or agreements containing terms reasonably satisfactory to the Required Lenders and entered into by the U.S. Borrower and/or any of its Restricted Subsidiaries pursuant to which all or any portion of the Infrastructure Business would be sold to a Person that is not an Affiliate of the U.S. Borrower. “Replacement Revolving Commitments” has the meaning set forth in Section 2.21(a). “Replacement Revolving Lender” has the meaning set forth in Section 2.21(b). “Reportable Event” means an event described in Section 4043 of ERISA or the regulations thereunder with respect to a U.S. Plan, other than those events as to which the notice requirement is waived under subsection .22, .23, .25, .27, .28, .29, .30, .31, .32, .34, .35, .62, .63, .64 or .65 of PBGC Regulation Section 4043. “Repricing Event” means (a) any prepayment or refinancing of the Closing Date Term Loans (or any portion thereof) with the proceeds of, or any conversion of the Closing Date Term Loans (or any portion thereof) into, any new or replacement loans or similar bank indebtedness bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount but excluding any arrangement, structuring, syndication, upfront and other fees paid in connection therewith that are not paid to all Lenders providing such new debt) less than the “effective yield” applicable to the Closing Date Term Loans subject to such event (as such comparative yields are reasonably determined by the Administrative Agent acting in good faith) and (b) any amendment to the Loan Documents which reduces the “effective yield” applicable to all or a portion of Closing Date Term Loans (as such comparative yields are reasonably determined by the Administrative Agent acting in good faith). “Required 2020 EMEA Term Lenders” means 2020 EMEA Term Lenders holding more than 50% of the aggregate principal amount of the 2020 EMEA Term Loans outstanding at such time. The 2020 EMEA Term Loans of any Defaulting Lender shall be disregarded in determining Required 2020 EMEA Term Lenders at any time. “Required Lenders” means Lenders whose Credit Facility Exposure and Unused Revolving Commitments constitute more than 50% of the sum of the Aggregate Credit Facility Exposure and the Unused Total Revolving Commitment. The Credit Facility Exposure and Unused Revolving Commitments of any Defaulting Lender shall be disregarded in determining Required Lenders at any time. “Required Prepayment Date” has the meaning given thereto in Section 2.13(i).
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-55- “Required Revolving Lenders” means Lenders whose Revolving Facility Exposure and Unused Revolving Commitments constitute more than 50% of the sum of the Aggregate Revolving Facility Exposure and the Unused Total Revolving Commitment. The Revolving Facility Exposure and Unused Revolving Commitments of any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any time. “Reset Date” has the meaning provided in Section 1.06. “Responsible Officer” means, as to any Person, the chief executive officer, president, any vice president, the secretary, treasurer or controller of such Person or, with respect to financial matters, the chief financial officer of such Person. Unless otherwise specified, “Responsible Officer” refers to a Responsible Officer of the U.S. Borrower. “Restricted Participant” means (i) any Person who has a Standard Industrial Classification of 4813 and listed on the attachment to the most recently delivered Compliance Certificate, which list may be updated more frequently by the U.S. Borrower in a writing to the Administrative Agent and the Lenders from time to time or (ii) any Person that owns more than 5% of the outstanding common stock of the U.S. Borrower and has been specified in a written notice to the Administrative Agent and the Lenders by the U.S. Borrower from time to time. “Restricted Payment” means (i) any Capital Distribution or (ii) any amount paid by the U.S. Borrower or any of its Restricted Subsidiaries in repayment, redemption, retirement, repurchase, voluntary prepayment, direct or indirect, of (x) any Subordinated Indebtedness or (y) any Junior Lien Indebtedness. “Restricted Subsidiary” means any Subsidiary of the U.S. Borrower (including the EMEA Borrower) that is not an Unrestricted Subsidiary. The Restricted Subsidiaries of the U.S. Borrower as of the Closing Date are listed on Schedule 1.01(d). “Restricted Upstream Subsidiary” means (i) in the case of the U.S. Borrower, such Borrower’s Non-U.S. Subsidiaries and (ii) in the case of the EMEA Borrower, any Subsidiary of the EMEA Borrower (or any Subsidiary of the Purchaser) organized in a jurisdiction other than in the United Kingdom and as set forth on Schedule 1.01(d). “Retained Declined Proceeds” has the meaning given thereto in Section 2.13(i). “Revolving Borrowing” means the incurrence of Revolving Loans consisting of one Type of Revolving Loan by the U.S. Borrower from all of the Lenders having Revolving Commitments in respect thereof on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date) in the same currency, having in the case of any Eurocurrency Loans, the same Interest Period. “Revolving Commitment” means, with respect to each Lender, the amount set forth opposite such Lender’s name in Schedule 1 hereto as its “Revolving Commitment” or, in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time pursuant to Section 2.12 or adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 11.06 and any Incremental Revolving Credit Commitments. “Revolving Extension Effective Date” has the meaning set forth in Section 2.18(b). “Revolving Extension Election” has the meaning set forth in Section 2.18(b).
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-56- “Revolving Facility” has the meaning assigned to such term in the definition of “Credit Facilities”. “Revolving Facility Availability Period” means, as of any date of determination, the period from the Closing Date until the latest Revolving Facility Termination Date in effect on such date. “Revolving Facility Exposure” means, for any Lender at any time, the sum of (i) the principal amount of Revolving Loans made by such Lender and outstanding at such time, and (ii) such Lender’s share of the LC Outstandings at such time. “Revolving Facility Note” means a promissory note substantially in the form of Exhibit A-1 hereto. “Revolving Facility Percentage” means, at any time for any Lender, the percentage obtained by dividing such Lender’s Revolving Commitment by the Total Revolving Commitment, provided, however, that if the Total Revolving Commitment has been terminated, the Revolving Facility Percentage for each Lender shall be determined by dividing such Lender’s Revolving Commitment immediately prior to such termination by the Total Revolving Commitment immediately prior to such termination. The Revolving Facility Percentage of each Lender as of the Closing Date is set forth on Schedule 1 hereto. “Revolving Facility Specified Provisions Period” means the period (a) beginning on the Amendment No. 1 Effective Date and (b) ending at the time when (i) all Revolving Loans shall have been paid in full in cash, (ii) all Revolving Commitments shall have been terminated or reduced to zero and (iii)(x) all Letters of Credit shall have been terminated or expired or (y) all LC Outstandings shall have been Cash Collateralized. “Revolving Facility Termination Date” means, as applicable, the earlier of (a) the date that the Revolving Commitments have been terminated pursuant to Section 8.02, and (b)(x) with respect to any Revolving Commitment in effect on the Closing Date, May 31, 2023, (y) with respect to any Extending Revolving Lender pursuant to Section 2.18, the date agreed to in accordance with Section 2.18 and (z) with respect to any Replacement Revolving Lender, the date agreed to in accordance with Section 2.21. “Revolving Lender” means a Lender with a Revolving Commitment or, if the Revolving Commitments have been terminated or expired, a Lender with Revolving Facility Exposure. “Revolving Loan” means, with respect to each Lender, any loan made by such Lender pursuant to Section 2.02. “Right-of-Way” means a right granted by any Person or Governmental Authority to the U.S. Borrower or any of its Subsidiaries to install and maintain fiber, conduit, manholes (beach or otherwise), and associated facilities and equipment in real property in connection with the activities or conduct of the business of the U.S. Borrower or any of its Subsidiaries (including any right granted by any Person or Governmental Authority to the U.S. Borrower or any of its Subsidiaries to place its submarine cable(s), including in any sanctuary or other protected area or over or in the vicinity of any subsea pipes or other structures). “S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., and its successors. “Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by the U.S. Borrower or any Restricted Subsidiary of the U.S. Borrower of any property (except for temporary leases for a term, including any renewal thereof, of not more than one year and except for leases
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-57- between the U.S. Borrower and a Restricted Subsidiary or between Restricted Subsidiaries), which property has been or is to be sold or transferred by the U.S. Borrower or such Restricted Subsidiary to such Person. “Sanctions” has the meaning provided in Section 5.24(a). “Scheduled Repayment” means, with respect to any Term Loan, each regularly scheduled payment of principal as set forth in Section 2.13(b) with respect to such Term Loan or, if applicable, as set forth in an Additional Credit Extension Amendment. “Scheduled Unavailability Date” has the meaning specified in Section 2.09(i). “Screen Rate” means, as applicable, (a) the LIBOR quote on the applicable screen page specified in the definition of “Adjusted Eurocurrency Rate” that the Administrative Agent designates to determine the Adjusted Eurocurrency Rate and (b) the EURIBOR quote on the applicable screen page specified in the definition of “EURIBO Rate” that the Administrative Agent designates to determine the EURIBO Rate. “SEC” means the United States Securities and Exchange Commission. “SEC Regulation D” means Regulation D as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time. “SEC Rule 144A” means Rule 144A as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time. “Secured Cash Management Agreement” means any Cash Management Agreements entered into with any Cash Management Bank. “Secured Creditors” means each of the Administrative Agent, the Lenders, each LC Issuer, each Secured Hedge Provider, each Cash Management Bank, and the respective successors and assigns of each of the foregoing provided that each Secured Hedge Provider and Cash Management Bank, other than the Administrative Agent, a Lender or an LC Issuer, is designated in a written notice by any Borrower to the Administrative Agent as a Secured Party in respect thereof and executes and delivers to the Administrative Agent a letter agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which such Person (i) appoints the Administrative Agent as its agent under the applicable Loan Documents, (ii) agrees to be bound by the provisions of Article IX, Sections 11.01, 11.02 and 11.08 as if it were a Lender and (iii) agrees to be bound by the provisions of that certain agreement among the Secured Creditors, dated as of the date hereof. “Secured Hedge Agreement” means any Hedge Agreements entered into with any Secured Hedge Provider, which is in effect on, or entered into after, the Closing Date. “Secured Hedge Provider” means the Administrative Agent, a Lead Arranger, a Lender or an Affiliate of the Administrative Agent, a Lead Arranger or a Lender (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery of a Hedge Agreement) (i) who has entered into a Hedge Agreement with the U.S. Borrower or any of its Restricted Subsidiaries, or (ii) that is a party to a Hedge Agreement in existence on the Closing Date with U.S. Borrower or any of its Restricted Subsidiaries, in its capacity as a counterparty to such Hedge Agreement. “Security Agreements” means, collectively, the U.S. Security Agreement and the Non-U.S. Security Agreements.
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-58- “Security Documents” means the U.S. Security Documents and the EMEA Facility Security Documents. “Sellers” has the meaning provided in the preliminary statements hereto. “Series A CoD” means a certificate of designation in substantially the form of the Certificate of Designation attached as an exhibit to the Amended and Restated Securities Purchase Agreements, dated as of February 23, 2018, each between the U.S. Borrower, on the one hand, and The Spruce House Partnership LP and others, on the other hand. “Significant Subsidiary” means any Restricted Subsidiary of the U.S. Borrower other than a Non- Credit Party that did not, as of the last day of the fiscal quarter of the U.S. Borrower most recently ended for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b), have individually, either (i) assets with a value in excess of 7.5% of total assets of, or (ii) revenues in an amount in excess of 7.5% of the total revenues of, the U.S. Borrower and its Restricted Subsidiaries on a consolidated basis for the Testing Period most recently ended . “Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, to which the U.S. Borrower, any Subsidiary of the U.S. Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the U.S. Borrower, any Subsidiary of the U.S. Borrower or any ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan, but does not include a Canadian Pension Plan. “SPC” has the meaning provided in Section 11.06(f). “Special Purpose Receivables Subsidiary” shall mean a direct or indirect Subsidiary of the U.S. Borrower established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the U.S. Borrower or any of the Restricted Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event the U.S. Borrower or any such Restricted Subsidiary becomes subject to a proceeding under the Bankruptcy Code (or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law). “Specified Acquisition Agreement Representations” means, with respect to the Target Companies, the representations and warranties made by, or with respect to, the Target Companies in the Target Acquisition Agreement as are material to the interests of the Lenders in their capacities as such, but only to the extent that the U.S. Borrower (or any of its Affiliates) has the right to terminate its or their obligations under the Target Acquisition Agreement (or decline or otherwise refuse to consummate the Acquisition pursuant to the Target Acquisition Agreement) as a result of a breach of any such representation and warranty in the Target Acquisition Agreement or any such representation and warranty not being accurate . “Specified Event of Default” means any Event of Default under Sections 8.01(a) or (i). “Specified Representations” mean the representations and warranties set forth in Section 5.01(i) (solely with respect to the Credit Parties other than the Target Companies) (solely, for the avoidance of doubt, with respect to its jurisdiction of formation or organization, as applicable), Section 5.02 (solely with respect to the Credit Parties other than the Target Companies), Section 5.03(iii) (solely with respect to the Credit Parties other than the Target Companies), Section 5.06(b) and (c), Section 5.08, Section 5.16, Section 5.19 and Section 5.24.
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-59- “Specified Transactions” means acquisitions, dispositions, any issuance, incurrence, assumption or permanent repayment of Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which the financial effect is being calculated), all sales, transfers and other dispositions or discontinuance of any Subsidiary, line of business or division, restructurings, cost savings initiatives, other operational changes or operational initiatives (in each case including for the avoidance of doubt, acquisitions and permitted investments occurring prior to the Closing Date); it being acknowledged and agreed that the acquisitions of (i) GC Pivotal, LLC, pursuant to that certain Membership Interest Purchase Agreement, dated as of June 23, 2017, by and among GTT Americas, LLC and GC Pivotal, LLC, Pivotal Global Capacity, LLC, (ii) Hibernia NGS Limited, pursuant to that certain Share Purchase Agreement, dated as of November 8, 2016, by and among the U.S. Borrower, Murosa Development S.A.R.L., Columbia Ventures Corporation and Hibernia NGS Limited, (iii) Accelerated Connections Inc., pursuant to that certain Share Purchase Agreement, dated as of March 8, 2018, by and among Xxxxxxx Xxxx, 2497817 Ontario Limited, 2497816 Ontario Limited, The Xxxxx Family Trust, Hibernia Express (Canada) Limited and Accelerated Connections Inc. and (iv) Custom Connect International B.V., pursuant to that certain Share Purchase Agreement, dated as of December 29, 2017, by and among O.W.R. Beheer B.V., X.X. Xxxxxx Beheer B.V., JITVentures B.V., Mamadoo Ventures B.V., Stupa Holding B.V., X. Xxxxxx, R.E. Traag, Hibernia Express (Ireland), Ltd., and Custom Connect International B.V., in each case shall be deemed to be Specified Transactions. “Sponsor Model” means the U.S. Borrower’s financial model delivered to the Lead Arrangers on February 19, 2018. “Standard Permitted Lien” means any of the following: (i) Liens for taxes not yet delinquent or Liens for taxes, assessments or governmental charges being contested in good faith and by appropriate proceedings for which adequate reserves in accordance with GAAP have been established; (ii) Liens in respect of property or assets imposed by law that were incurred in the ordinary course of business, such as carriers’, suppliers’, warehousemen’s, materialmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, that do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the U.S. Borrower or any of its Restricted Subsidiaries and do not secure any Indebtedness; (iii) Liens created by this Agreement or the other Loan Documents; (iv) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.01(h); (v) Liens (other than any Lien imposed by ERISA or, except for contributions not yet due, applicable foreign pensions legislation) incurred or deposits made in the ordinary course of business in connection with workers compensation, unemployment insurance and other types of social security, and mechanic’s Liens, carrier’s Liens, and other Liens to secure the performance of tenders, statutory obligations, contract bids, trade contracts, leases, government contracts, surety, appeal, customs, performance and return-of-money bonds and other similar obligations, incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money), whether pursuant to statutory requirements, common law or consensual arrangements;
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-60- (vi) leases or subleases granted in the ordinary course of business to others not interfering in any material respect with the business of the U.S. Borrower or any of its Restricted Subsidiaries and any interest or title of a lessor under any lease not in violation of this Agreement; (vii) easements (including reciprocal easement agreements), survey exceptions, or reservations of, or rights of others for, licenses, rights-of-way, sewer, electric lines, telegraph and telephone lines and other similar purposes, zoning, building codes or other restrictions, charges, ground leases, encumbrances, defects in title, prior rights of other persons, and obligations contained in similar instruments, in each case that do not secure Indebtedness and do not involve, and are not likely to involve at any future time, either individually or in the aggregate, (A) a substantial and prolonged interruption or disruption of the business activities of the U.S. Borrower and its Restricted Subsidiaries considered as an entirety, or (B) a Material Adverse Effect; (viii) Liens arising from the rights of lessors under leases (including financing statements regarding property subject to lease) not in violation of the requirements of this Agreement; provided that such Liens are only in respect of the property subject to, and secure only, the respective lease (and any other lease with the same or an affiliated lessor); (ix) Liens solely on any xxxx xxxxxxx money deposits made by the U.S. Borrower and any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement; provided that any such deposits shall be made solely in connection with Permitted Acquisitions or other Investments permitted hereunder; (x) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (xi) Liens (i) 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 or (ii) on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or goods in the ordinary course of business; (xii) Liens consisting of non-exclusive licenses of Intellectual Property in the ordinary course of business; (xiii) Liens of (i) a collection bank arising under Section 4-210 of the UCC (or any analogous statutory provision of applicable foreign law) on items in the course of collection or, solely with respect to accounts located in the Netherlands, which arise from article 24 or 25 of the general banking conditions (algemene bankvoorwaarden), (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions; (xiv) Liens that are contractual rights of setoff or rights of pledge (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the U.S. Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar
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-61- obligations incurred in the ordinary course of business of the U.S. Borrower or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the U.S. Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (xv) Liens on insurance premium refunds and insurance proceeds granted in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums; (xvi) Liens in favor of a Governmental Authority arising in connection with any condemnation or eminent domain proceeding by such Governmental Authority affecting Real Property which does not otherwise constitute an Event of Default under this Agreement; (xvii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the U.S. Borrower or any Restricted Subsidiary (as purchaser or consignee) not prohibited by this Agreement; (xviii) Liens solely on any xxxx xxxxxxx money deposits of the U.S. Borrower and any of its Restricted Subsidiaries provided to licensing authorities and governmental agencies in the ordinary course of business; (xix) rights of access, licenses, step-in rights, leases and inspection rights granted to customers in the ordinary course of business; (xx) rights of consignors of goods, whether or not perfected by the filing of a financing statement under the UCC; (xxi) in the case of any Credit Party or Restricted Subsidiary organized under the laws of Canada or any province or territory thereof or any property located in Canada (A) reservations, limitations, provisos and conditions expressed in any original grant from the Crown or other grants of real or immovable property, or interests therein, that do not materially affect the use of the affected land for the purpose for which it is used by such Credit Party or Restricted Subsidiary, (B) the right reserved to or vested in any Governmental Authority by the terms of any lease, license, franchise, grant or permit acquired by such Credit Party or Restricted Subsidiary or by any statutory provision to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof and (C) security given to a public utility or any Governmental Authority when required by such utility or authority in connection with the operations of such Credit Party or Restricted Subsidiary in the ordinary course of its business to secure obligations not yet overdue; (xxii) Liens over any rental deposits in respect of any Real Property leased or licensed by a Credit Party in the ordinary course of business; (xxiii) inchoate Liens (other than any Lien imposed by ERISA or, except for contributions not yet due, applicable foreign pensions legislation) that arise by operation of law; (xxiv) Liens on any amounts held by a trustee under any indenture or other debt agreement (in each case, solely to the extent the Indebtedness evidenced thereby constitutes Indebtedness permitted by Section 7.04) issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions;
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-62- (xxv) Liens arising under the general terms and conditions of banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom U.S. Borrower or any of its Restricted Subsidiaries maintains a banking relationship in the ordinary course of business; and (xxvix) any Lien created in order to secure pension liabilities or partial retirement liabilities (Altersteilzeitverpflichtungen) including pursuant to section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) and/or section 7e of the book IV of the German Social Act (Sozialgesetzbuch IV). “Standby Letter of Credit” means any standby letter of credit issued for the purpose of supporting workers compensation, liability insurance, releases of contract retention obligations, contract performance guarantee requirements and other bonding obligations or for other lawful purposes. “Stated Amount” of each Letter of Credit shall mean the maximum amount available to be drawn thereunder (regardless of whether any conditions or other requirements for drawing could then be met). “Sterling” and the sign “£” each means lawful money of the United Kingdom (expressed in pounds sterling). “Subordinated Debt Documents” means, collectively, any loan agreements, indentures, note purchase agreements, promissory notes, guarantees and other instruments and agreements evidencing the terms of any Subordinated Indebtedness. “Subordinated Indebtedness” means any Indebtedness that has been subordinated to the prior payment in full of all of the Obligations pursuant to a written agreement or written terms reasonably acceptable to the Administrative Agent. “Subsidiary” of any Person means (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary Voting Power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have Voting Power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries, owns more than 50% of the Equity Interests of such Person at the time or in which such Person, one or more other Subsidiaries of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, has the power to direct the policies, management and affairs thereof. Unless otherwise expressly provided, all references herein to “Subsidiary” shall mean a Subsidiary of the U.S. Borrower. “Subsidiary Guarantor” means (a) any U.S. Borrower Guarantor and (b) any Non-U.S. Subsidiary Guarantor. Schedule 1.01(e) hereto lists each Subsidiary Guarantor as of the Closing Date. “Successor Rate” has the meaning specified in Section 2.09(i). “Successor Rate Conforming Changes” means, with respect to any proposed Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, EURIBO Rate, Adjusted Eurocurrency Rate, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the reasonable discretion of the Administrative Agent, to reflect the adoption of such Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with customary market practice (or, if the Administrative Agent reasonably determines that adoption of any portion of such market practice is not administratively feasible or that no
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-63- market practice for the administration of such Successor Rate exists, in such other manner of administration as the Administrative Agent reasonably determines in consultation with the U.S. Borrower). “Supplier” has the meaning assigned to such term in Section 3.03(i). “Swap Obligation” means, with respect to any Borrower or Subsidiary Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. "Swiss Guarantor" means any Guarantor incorporated in Switzerland and/or having its registered office in Switzerland and/or qualifying as a Swiss resident pursuant to Art. 9 of the Swiss Withholding Tax Act. “Swiss Withholding Tax” means any taxes imposed under the Swiss Withholding Tax Act. “Swiss Withholding Tax Act” means the Swiss Federal Act on the Withholding Tax (Bundesgesetz über die Verrechnungssteuer) of October 13, 1965, as amended from time to time (SR 642.21), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time. “Syndication Agent” means Credit Suisse AG, Cayman Islands Branch, KeyBank National Association, SunTrust Bank, Xxxxxxx Xxxxx Bank USA and Xxxxxx Xxxxxxx Senior Funding, Inc., as syndication agents. “Synthetic Lease” means any lease (i) that is accounted for by the lessee as an Operating Lease, and (ii) under which the lessee is intended to be the “owner” of the leased property for federal income tax purposes. “Synthetic Lease Obligations” means, as to any person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such person in accordance with GAAP if such obligations were accounted for as Capitalized Lease Obligations. “Target” has the meaning provided in the first paragraph to this Agreement. “Target Acquisition” has the meaning provided in the preliminary statements hereto. “Target Acquisition Agreement” has the meaning provided in the preliminary statements hereto. “Target Acquisition Documentation” means, collectively, the Target Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith. “Target Companies” means the Target and its Subsidiaries. “TARGET Day” means any day on which TARGET2 is open for the settlement of payments in Euro. “TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007 (or any successor settlement system as reasonably determined by the Administrative Agent in consultation with the U.S. Borrower).
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-64- “Target Existing Credit Agreements” mean (i) the Term Loan Facility Agreement, dated as of October 9, 2017, by and among Interoute Communications Limited, as borrower, the guarantors party thereto, the lenders party thereto, Credit Suisse AG, London Branch as facility agent and Barclays Bank plc as security agent, and the other Finance Documents (as defined therein) related thereto, and (ii) the Multicurrency Revolving Credit Facility Agreement, dated as of November 4, 2016, by and among Interoute Communications Limited, as borrower, the guarantors party thereto, the lenders party thereto, Barclays Bank plc as facility agent and security agent, and the other Finance Documents (as defined therein) related thereto. “Target German Assets” means the Equity Interests issued by and the assets of the Target German Entities, together with the liabilities of, including all Indebtedness of, the Target German Entities. “Target German Entities” means Interoute German GmbH, ATP3 Dusseldorf GmbH and Easynet Global Services GmbH. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “Term Borrowing” means the incurrence of Closing Date EMEA Term Loans, 2020 EMEA Term Loans, Closing Date U.S. Term Loans or Incremental Term Loans consisting of one Type by the Applicable Borrower from all of the Lenders having Term Commitments in respect thereof on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date), having in the case of Eurocurrency Loans the same Interest Period. “Term Commitment” means the U.S. Term Commitment and the EMEA Term Commitment. “Term Lender” means a Lender with a Term Commitment or an outstanding Term Loan. “Term Loan” means, the U.S. Term Loans and the EMEA Term Loans, if any. “Term Loan Maturity Date” means, as applicable, (a) with respect to any Closing Date Term Loans, the Initial Term Loan Maturity Date, (b) with respect to the 2020 EMEA Term Loans, the 2020 EMEA Term Loan Maturity Date, (c) with respect to any other Incremental Term Loan, the applicable Incremental Term Loan Maturity Date, (d) with respect to any Extended Term Loan, the applicable Extended Term Loan Maturity Date, or (d) with respect to all Term Loans, the latest of the dates referred to in clause (a), (b), (c) and (d). “Term Note” means a U.S. Term Note or EMEA Term Note. “Testing Period” means a single period consisting of the four consecutive fiscal quarters of the U.S. Borrower then last ended (whether or not such quarters are all within the same fiscal year) for which financial statements have been or were required to be delivered pursuant to Section 4.01(x), 6.01(a) or 6.01(b), except that if a particular provision of this Agreement indicates that a Testing Period shall be of a different specified duration, such Testing Period shall consist of the particular fiscal quarter or quarters then last ended that are so indicated in such provision. “Title Company” has the meaning specified in Section 6.10(d)(ii)(A). “Title Policy” has the meaning specified in Section 6.10(d)(ii)(A).
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-65- “Total Revolving Commitment” means the sum of the Revolving Commitments of the Lenders as the same may be decreased pursuant to Section 2.12(c) hereof. As of the ClosingAmendment No. 4 Effective Date, the amount of the Total Revolving Commitment is $200,000,00085,718,058.65. “Total Term Loan Commitment” means the sum of the Term Commitments of the Lenders. As of the Closing Date, the amount of the Total Term Loan Commitment is the sum of (i) $1,770,000,000 and (ii) €750,000,000. “Transactions” means the Target Acquisition, the issuance of common stock by the U.S. Borrower pursuant to the Target Acquisition Agreement, the issuance of common and preferred stock by the U.S. Borrower and the use of proceeds therefrom to finance in part the Target Acquisition and the Refinancing, the Refinancing, the entering into and initial borrowings under this Agreement, the payment of fees and expenses in connection with the foregoing and other related transactions. “Type” means any type of Loan determined with respect to the interest option and currency denomination applicable thereto, which in each case shall be a Base Rate Loan or a Eurocurrency Loan. “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York (or, if the context may require, each other applicable jurisdiction). References to the UCC shall include the Personal Property Security Act of Nova Scotia (or successor statute) or similar legislation of any other Canadian jurisdiction, including the Civil Code of Québec, the laws of which are required by such legislation to be applied in connection with the issue, perfection, enforcement, opposability, enforceability, validity or effect of security interests or hypothecs. “Undisclosed Administration” means in relation to a Lender or its parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a governmental supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed. “Unfunded Benefit Liabilities” of any U.S. Plan means the amount, if any, of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA. “United States” and “U.S.” each means United States of America. “Universal Service Administrative Company” means the independent, not-for-profit corporation designated by the FCC as the administrator of the Universal Service Fund created pursuant to Section 254 of the U.S. Communications Act. “Universal Service Fund” means the Universal Service Fund created pursuant to Section 254 of the U.S. Communications Act or any similar fund established under federal, state or local law or regulation. “Unpaid Drawing” means, with respect to any Letter of Credit, the aggregate Dollar Amount of the draws made on such Letter of Credit that have not been reimbursed by the U.S. Borrower or the applicable LC Obligor or converted to a Revolving Loan pursuant to Section 2.05(f)(i), and, in each case, all interest that accrues thereon pursuant to this Agreement. “Unrestricted Subsidiary” means (a) a direct or indirect Subsidiary of the U.S. Borrower designated as an Unrestricted Subsidiary pursuant to Section 6.13; provided that in no event may any Borrower be designated as an Unrestricted Subsidiary, or (b) any Special Purpose Receivables Subsidiary; provided that any such Special Purpose Receivables Subsidiary of the U.S. Borrower that is an Unrestricted Subsidiary
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-66- shall, upon the termination of any such Permitted Receivables Financing (other than as a result of an event of default thereunder unless and until the obligations thereunder are repaid in full), cease to be an Unrestricted Subsidiary and may not be re-designated as an Unrestricted Subsidiary. As of the Closing Date, immediately following the consummation of the Target Acquisition, there are no Unrestricted Subsidiaries. “Unused Revolving Commitment” means, for any Lender at any time, the excess of (i) such Lender’s Revolving Commitment at such time over (ii) such Lender’s Revolving Facility Exposure at such time. “Unused Total Revolving Commitment” means, at any time, the excess of (i) the Total Revolving Commitment at such time over (ii) the Aggregate Revolving Facility Exposure at such time. “UK Secured Parties” has the meaning specified in the definition of “UK Security Agreements”. “UK Security Agreements” means the Non-U.S. Security Agreements governed by the laws of England or (as applicable) the laws of Scotland. “UK Security Documents” means the UK Security Agreements, each Additional Security Document governed by the laws of England or (as applicable) the laws of Scotland and any document governed by English law or (as applicable) Scots law pursuant to which any Lien is granted or perfected by any Credit Party to the Administrative Agent as security for any of the Obligations. “UK Security Property” means: (i) the Liens expressed to be granted under the UK Security Documents in favor of the Administrative Agent as security trustee for the UK Secured Parties and all proceeds of those Liens; (ii) all obligations expressed to be undertaken by a Credit Party to pay amounts in respect of the Obligations to the Administrative Agent as security trustee for the UK Secured Parties and secured by the UK Security Documents together with all representations and warranties expressed to be given by a Credit Party in favor of the Administrative Agent as security trustee for the UK Secured Parties; and (iii) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Administrative Agent is required by the terms of the UK Security Documents to hold as security trustee on trust for the UK Secured Parties. “Unity” has the meaning assigned to such term in Section 3.03(i). “U.S. Borrower” has the meaning provided in the preamble to this Agreement. “U.S. Borrower Guaranteed Obligations” has the meaning provided in Section 10.01. “U.S. Borrower Guarantor” means any U.S. Subsidiary that is or hereafter becomes a party to a U.S. Subsidiary Guaranty, other than any Excluded Subsidiary. “U.S. Collateral” means the “Collateral” (or any equivalent term) as defined in the U.S. Security Agreement or any other applicable U.S. Security Document, together with any other assets (whether Real Property or personal property) pledged pursuant to any U.S. Security Document.
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-67- “U.S. Communications Act” means the United States Communications Act of 1934, as amended, codified as Chapter 5 of Title 47 of the U.S. Code, 47 U.S.C. 151 et. seq. “U.S. Communications Laws” means (i) the U.S. Communications Act, (ii) An Act Relating to the Landing and Operation of Submarine Cables in the United States, 47 U.S.C. §§34-39, and related executive orders, (iii) FCC Rules and FCC decisions, policies, reports, and orders issued from time to time, (iv) CALEA, (v) such other laws of the United States codified or otherwise included in Title 47 of the U.S. Code as may be applicable to the conduct of the U.S. Borrower or its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property, (vi) the telecommunications- related laws of any state or of any county, parish or other local division of any state of the United States and regulations, decisions, policies, reports and orders issued by state agencies or local division agencies with jurisdiction over telecommunications-related matters pursuant to such laws, and (vii) the regulations, decisions, policies, reports and orders of any Governmental Authority in the United States with jurisdiction over telecommunications-related matters as may be applicable to the conduct of the U.S. Borrower or any of its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property. “U.S. Communications License” means any license, permit, consent, certificate of compliance, franchise, approval, waiver or authorization related to the conduct of the U.S. Borrower or any of its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property and granted or issued by the FCC or any other local, state or federal U.S. Governmental Authority with jurisdiction over telecommunications-related matters (including any state public utility commission) to and held by the U.S. Borrower or any of its Subsidiaries, including those pursuant to which the U.S. Borrower or any of its Subsidiaries is authorized to engage in any activity subject to the jurisdiction of such Governmental Authority. The term “U.S. Communications License” includes the rights of the U.S. Borrower or any of its Subsidiaries, established by Section 63.21(h) of the FCC Rules. “U.S. Credit Parties” means the U.S. Borrower and the U.S. Borrower Guarantors. “U.S. Prepayment Group” means the U.S. Credit Parties and their respective Restricted Subsidiaries (other than any member of the Non-U.S. Prepayment Group). “U.S. Loan Document” has the meaning specified in the definition of “U.S. Obligations”. “U.S. Loans” means U.S. Term Loans and Revolving Loans. “U.S. Obligations” means all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by the U.S. Borrower, any other U.S. Credit Party or other Restricted Subsidiary that is a U.S. Subsidiary to the Administrative Agent, any Lender, any Affiliate of any Lender, any Secured Hedge Provider, any Cash Management Bank or any LC Issuer pursuant to the terms of this Agreement, any other Loan Document to which any U.S. Credit Party is a party (collectively with this Agreement, the “U.S. Loan Documents” and each a “U.S. Loan Documents”), any Secured Hedge Agreement or any Secured Cash Management Agreement (including, but not limited to, interest and fees that accrue after the commencement by or against any U.S. Credit Party of any insolvency proceeding or other proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code or analogous provision under any other Debtor Relief Laws); provided, however, that U.S. Obligations shall not include any Excluded Swap Obligations. Without limiting the generality of the foregoing description of U.S. Obligations, the U.S. Obligations include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, reasonable attorneys’ fees and disbursements, indemnities and other amounts payable by any U.S. Credit Party under any U.S. Loan
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-68- Document, (b) Banking Services Obligations of any U.S. Credit Party or other Restricted Subsidiary that is a U.S. Subsidiary, (c) Hedging Obligations of any U.S. Credit Party or other Restricted Subsidiary that is a U.S. Subsidiary and (d) the obligation of any U.S. Credit Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent, any Lender, any Secured Hedge Provider, and Cash Management Bank or any Affiliate of any of them, in connection with the terms of any U.S. Loan Document, may elect to pay or advance on behalf of the U.S. Credit Parties. For the avoidance of doubt, “U.S. Obligations” does not include any obligations of U.S. Credit Parties in respect of their guarantees of the Loans or other obligations of the EMEA Borrower. “U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. “U.S. Plan” means any Multi-Employer Plan, Multiple Employer Plan or Single-Employer Plan. “U.S. Security Agreement” means the Pledge and Security Agreement, dated as of the Closing Date (as amended, restated, modified or supplemented from time to time), executed by the U.S. Borrower and the U.S. Borrower Guarantors in favor of the Administrative Agent. “U.S. Security Documents” means the U.S. Security Agreement, each Additional Security Document, each Mortgage, any UCC financing statement and any similar filings, any Collateral Assignment, any Perfection Certificate and any document pursuant to which any Lien is granted or perfected by any U.S. Credit Party to the Administrative Agent. “U.S. Subsidiary” means any Subsidiary organized under the laws of the United States, any State thereof, or the District of Columbia. “U.S. Subsidiary Guaranty” means each of (a) the Subsidiary Guaranty (U.S. Subsidiaries), dated as of the Closing Date (as amended, restated, modified or supplemented from time to time), executed by the U.S. Borrower Guarantors in favor of the Administrative Agent (the “Closing Date U.S. Subsidiary Guaranty”), and (b) any guaranty executed by a U.S. Subsidiary in favor of the Administrative Agent from time to time after the Closing Date which guaranty shall be in form and substance reasonably acceptable to the Administrative Agent. “U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 3.03(g)(ii)(B)(3). “U.S. Term Commitment” means, with respect to each Lender, the amount, if any, of its (a) Closing Date U.S. Term Commitment, (b) Incremental Term Loan Commitment in respect of U.S. Term Loans, or (c) in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time as a result of assignments to or from such Lender pursuant to Section 11.06. “U.S. Term Facility” has the meaning assigned to such term in the definition of “Credit Facilities”. “U.S. Term Loans” means any Closing Date U.S. Term Loan, any Incremental Term Loan, any Extended Term Loan and any Refinancing Term Loans, in each case made to the U.S. Borrower under the U.S. Term Facility. “U.S. Term Note” means a promissory note substantially in the form of Exhibit A-2 hereto.
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-70- financial ratio or requirement shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such financial ratio or requirement is amended in a manner satisfactory to the U.S. Borrower, the Administrative Agent and the Required Lenders (or Required Revolving Lenders as the case may be), the U.S. Borrower, the Administrative Agent and the Lenders agreeing to enter into good faith negotiations to amend any such financial ratio or requirement promptly upon receipt from any party entitled to send such notice. Notwithstanding the foregoing, (A) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof and (B) all leases of the U.S. Borrower and its Restricted Subsidiaries that were treated as operating leases in accordance with GAAP on the Closing Date shall continue to be treated as operating leases for purposes of the financial definitions contained herein, regardless of any change in GAAP after the Closing Date that would otherwise require such operating leases to be treated as Capital Leases; provided that the U.S. Borrower shall provide to the Administrative Agent financial statements and other documents required under this Agreement which include a reconciliation showing such treatment before and after giving effect to such change in GAAP. Section 1.04 Terms Generally. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced. (b) Notwithstanding anything to the contrary contained herein, for purposes of any determination under Article VI and Article VII and the calculation of compliance with any financial ratio for purposes of determining financial covenant compliance or taking any action hereunder or other transaction, event or circumstance, or any other determination under any other provision of this Agreement not covered elsewhere in this Section 1.04(b) (any of the foregoing, a “specified transaction”), in a currency other than Dollars, (i) the Dollar Amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by a publicly available service for displaying exchange rates customarily referenced by the Administrative Agent for such foreign currency, as in effect at 11:00 A.M. (New York time) on the date of such specified transaction (which, in the case of any Restricted Payment, shall be deemed to be the date of the declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) pursuant to any Permitted Refinancing of Indebtedness denominated in a currency other than Dollars, and the relevant Permitted Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange
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-77- (iii) If an LC Issuer makes any payment under any Letter of Credit and the applicable LC Obligor shall not have reimbursed such amount in full to such LC Issuer pursuant to Section 2.05(f), such LC Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each LC Participant of such failure, and each LC Participant shall promptly and unconditionally pay to the Administrative Agent for the account of such LC Issuer, the amount of such LC Participant’s Revolving Facility Percentage of such payment in Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is made by the LC Issuer) and in same-day funds; provided, however, that no LC Participant shall be obligated to pay to the Administrative Agent its Revolving Facility Percentage of such unreimbursed amount for any wrongful payment made by such LC Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such LC Issuer. If the Administrative Agent so notifies any LC Participant required to fund a payment under a Letter of Credit prior to 11:00 A.M. (local time at its Notice Office) on any Business Day, such LC Participant shall make available to the Administrative Agent for the account of the relevant LC Issuer such LC Participant’s Revolving Facility Percentage of the amount of such payment on such Business Day in same-day funds. If and to the extent such LC Participant shall not have so made its Revolving Facility Percentage of the amount of such payment available to the Administrative Agent for the account of the relevant LC Issuer, such LC Participant agrees to pay to the Administrative Agent for the account of such LC Issuer, forthwith on demand, such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such LC Issuer at the Federal Funds Effective Rate. The failure of any LC Participant to make available to the Administrative Agent for the account of the relevant LC Issuer its Revolving Facility Percentage of any payment under any Letter of Credit shall not relieve any other LC Participant of its obligation hereunder to make available to the Administrative Agent for the account of such LC Issuer its Revolving Facility Percentage of any payment under any Letter of Credit on the date required, as specified above, but no LC Participant shall be responsible for the failure of any other LC Participant to make available to the Administrative Agent for the account of such LC Issuer such other LC Participant’s Revolving Facility Percentage of any such payment. (iv) Whenever an LC Issuer receives a payment of a reimbursement obligation as to which the Administrative Agent has received for the account of such LC Issuer any payments from the LC Participants pursuant to subpart (iii) above, such LC Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each LC Participant that has paid its Revolving Facility Percentage thereof, in same-day funds, an amount equal to such LC Participant’s Revolving Facility Percentage of the principal amount thereof and interest thereon accruing after the purchase of the respective LC Participations, as and to the extent so received. (v) The obligations of the LC Participants to make payments to the Administrative Agent for the account of each LC Issuer with respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (B) the existence of any claim, set-off defense or other right that any LC Obligor may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any LC Issuer, any Lender, or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the applicable LC Obligor and the beneficiary named in any such
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-78- Letter of Credit), other than any claim that the applicable LC Obligor may have against any applicable LC Issuer for gross negligence or willful misconduct of such LC Issuer in making payment under any applicable Letter of Credit; (C) any draft, certificate or other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (E) the occurrence of any Default or Event of Default. (vi) To the extent any LC Issuer is not indemnified by the U.S. Borrower or any LC Obligor, the LC Participants will reimburse and indemnify such LC Issuer, in proportion to their respective Revolving Facility Percentages, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature that may be imposed on, asserted against or incurred by such LC Issuer in performing its respective duties in any way related to or arising out of LC Issuances by it; provided, however, that no LC Participants shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements resulting from such LC Issuer’s gross negligence or willful misconduct. Section 2.06 Notice of Borrowing. (a) Time of Notice. Each Borrowing of a Loan (other than (x) a Borrowing on the Closing Date which notice must be received by the Administrative Agent prior to 12:00 p.m., New York City time, on the Business Day prior to the Closing Date or (y) Continuation or Conversion) shall be made upon notice in the form provided for below which shall be provided by the Applicable Borrower to the Administrative Agent at its Notice Office not later than (i) in the case of each Borrowing of a Eurocurrency Loan, 11:00 A.M. (local time at its Notice Office) at least three (3) Business Days’ prior to the date of such Borrowing, and (ii) in the case of each Borrowing of a Base Rate Loan, prior to 11:00 A.M. (local time at its Notice Office) on the proposed date of such Borrowing. (b) Notice of Borrowing. Each request for a Borrowing (other than a Continuation or Conversion) shall be made by an Authorized Officer of the Applicable Borrower by delivering written notice of such request substantially in the form of Exhibit B-1 hereto (each such notice, a “Notice of Borrowing”) or by telephone (to be confirmed promptly (and in any event on the day of such telephonic notice) in writing by delivery by an Authorized Officer of the Applicable Borrower of a Notice of Borrowing), and in any event each such request shall be irrevocable and shall specify (i) whether such Borrowing is to be a Borrowing of Closing Date EMEA Term Loans, 2020 EMEA Term Loans, U.S. Term Loans, Revolving Loans, Incremental Term Loans or Incremental Revolving Loans, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of the Borrowing (which shall be a Business Day), (iv) the Type and, in the case of Revolving Loans and/or Letters of Credit, Approved Currency of Loans such Borrowing will consist of, and (v) if applicable, the initial Interest Period. Without in any way limiting the obligation of the Applicable Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Applicable Borrower entitled to give telephonic notices under this Agreement on behalf of the Applicable Borrower. In each such case, the Administrative Agent’s record of the terms of such telephonic notice shall be conclusive absent manifest error.
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-83- the U.S. Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the U.S. Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate for any requested Interest Period, including, without limitation, because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be made available, or used for determining the interest rate of loans (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, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the benchmark rates used in the Adjusted Eurocurrency Rate, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the U.S. Borrower may amend this Agreement to replace the Adjusted Eurocurrency Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), (any such proposed rate, a “Successor Rate”), together with any proposed Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the U.S. Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the U.S. Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended, (to the extent of the affected Eurocurrency Loans or Interest Periods), (ii) the Adjusted Eurocurrency Rate component shall no longer be utilized in determining the Base Rate, (iii) any Notice of Continuation or Conversion that requests the conversion of any Loan denominated in such effected currency to, or continuation of any Loan denominated in such currency as, a Eurocurrency Loan in such currency may be revoked by the Borrower and, if not revoked, any Eurocurrency Loan denominated in such currency that is requested to be continued (A) if such currency is the Dollar, shall be converted to Base Rate Loan on the last day of the Interest Period applicable thereto and (B) if such currency is an Approved Foreign Currency, shall bear interest at such rate as the Administrative Agent (acting on instructions of the Required Lenders) shall, acting in good faith, determine adequately and fairly reflects the cost to the Lenders or making or maintaining such Loans for the applicable Interest Period plus the applicable percentage set forth in the definition of “Applicable Term Loan Margin” or “Applicable Revolving Loan Margin” for Eurocurrency Loans and (iv) if any Notice of Borrowing requests a Eurocurrency Loan denominated in such effected currency, (A) if such currency is the Dollar, such Loans shall be made as Base Rate Loans and (B) if such currency is an Approved Foreign Currency, such Borrowing Request may be revoked by the Borrower and, if not revoked, such Loans shall bear interest at such rate as the Administrative Agent (acting on instructions of the Required Lenders) shall determine adequately and fairly reflects the cost to the Lenders or making or maintaining such Loans for the applicable Interest Period plus the applicable percentage set forth in the definition of “Applicable Term Loan Margin” or “Applicable Revolving Loan Margin” for Eurocurrency Loans.
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-85- last Business Day of each March, June, September and December and on the Revolving Facility Termination Date, commencing on the last Business Day of the first full calendar quarter commencing after the Closing Date. For purposes of computing Commitment Fees, a Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans of such Revolving Lender and such Revolving Lender’s share of any LC Outstandings. (b) LC Fees. (i) Standby Letters of Credit. The U.S. Borrower agrees to pay to the Administrative Agent, for the ratable benefit of each Revolving Lender with a Revolving Commitment based upon each such Lender’s Revolving Facility Percentage, a fee in respect of each Letter of Credit issued hereunder that is a Standby Letter of Credit for the period from the date of issuance of such Letter of Credit until the expiration date thereof (including any extensions of such expiration date that may be made at the election of the account party or the beneficiary), computed for each day at a rate per annum equal to (A) the Applicable Revolving Loan Margin for Revolving Loans that are Eurocurrency Loans denominated in the same currency as such Letter of Credit in effect on the date of issuance of such Letter of Credit times (B) the Stated Amount of such Letter of Credit on such day. The foregoing fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Revolving Facility Termination Date. (ii) Commercial Letters of Credit. The U.S. Borrower agrees to pay to the Administrative Agent for the ratable benefit of each Revolving Lender based upon each such Lender’s Revolving Facility Percentage, a fee in respect of each Letter of Credit issued hereunder that is a Commercial Letter of Credit in an amount equal to (A) the Applicable Revolving Loan Margin for Revolving Loans that are Eurocurrency Loans denominated in the same currency as such Letter of Credit in effect on the date of issuance times (B) the Stated Amount of such Letter of Credit. The foregoing fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Revolving Facility Termination Date. (c) Fronting Fees. The U.S. Borrower agrees to pay directly to each LC Issuer, for its own account, a fee in respect of each Letter of Credit issued by it, payable on the date of issuance (or any increase in the amount, or renewal or extension) thereof, computed at the rate of 1/8th of 1% per annum on the Stated Amount thereof for the period from the date of issuance (or increase, renewal or extension) to the expiration date thereof (including any extensions of such expiration date which may be made at the election of the beneficiary thereof). (d) Upfront Fees. The Borrower agrees to pay to the Term Lenders, pro rata based on their respective Term Commitments on the Closing Date, for their respective accounts, upfront fees in an amount equal to 0.50% of the Total Term Loan Commitments on the Closing Date. (e) Additional Charges of LC Issuer. The U.S. Borrower agrees to pay directly to each LC Issuer upon each LC Issuance, drawing under, or amendment, extension, renewal or transfer of, a Letter of Credit issued by it such amount as shall at the time of such LC Issuance, drawing under, amendment, extension, renewal or transfer be the processing charge that such LC Issuer is customarily charging for issuances of, drawings under or amendments, extensions, renewals or transfers of, letters of credit issued by it. (f) Administrative Agent Fees. The U.S. Borrower shall pay to the Administrative Agent, on the Closing Date and thereafter, for its own account, the administrative agent fees set forth in the Fee Letter.
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-87- below, from time to time. The Applicable Borrower shall give the Administrative Agent at the Notice Office written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of its intent to prepay the Loans, the amount of such prepayment and (in the case of Eurocurrency Loans) the specific Borrowing(s) pursuant to which the prepayment is to be made, which notice shall be received by the Administrative Agent by (y) 11:00 A.M. (local time at the Notice Office) three (3) Business Days prior to the date of such prepayment, in the case of any prepayment of Eurocurrency Loans, or (z) 11:00 A.M. (local time at the Notice Office) on the date of such prepayment, in the case of any prepayment of Base Rate Loans, and which notice shall promptly be transmitted by the Administrative Agent to each of the affected Lenders, provided that: (i) each partial prepayment shall be in an aggregate principal amount of at least (A) in the case of any prepayment of a Eurocurrency Loan denominated in Dollars, $5,000,000 (or, if less, the full amount of such Borrowing), or an integral multiple of $1,000,000, (B) in the case of any prepayment of a Base Rate Loan, $500,000 (or, if less, the full amount of such Borrowing), or an integral multiple of $100,000, (C) in the case of any Loan denominated in Euros, €5,000,000 (or, if less, the full amount of such Borrowing), or an integral multiple of €1,000,000 and (D) in the case of any Loan denominated in Sterling, £5,000,000 (or, if less, the full amount of such Borrowing), or an integral multiple of £1,000,000; (i) no partial prepayment of any Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of such Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; and (ii) in the case of any prepayment of Term Loans, such prepayment shall be applied in the manner directed by the U.S. Borrower; provided that in the absence of such direction, such prepayment shall be applied to the Term Loans in forward order of maturity. (b) Scheduled Repayments of Term Loans. (i) Closing Date Term Loans. (A) The U.S. Borrower shall repay the principal amount of the Closing Date U.S. Term Loans in equal quarterly installments of $4,425,000 each and (B) the EMEA Borrower shall (i) prior to the consummation of a sale of the Infrastructure Business pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction, repay the principal amount of the Closing Date EMEA Term Loans made on the Closing Date in equal quarterly installments of €1,875,000 each, in each case, commencing on September 30, 2018 and continuing thereafter on the last day of each calendar quarter until the Initial Term Loan Maturity Date, on which date the entire remaining principal amount of the outstanding Term Loans shall be paid in full; provided that and (ii) from and after the consummation of a sale of the Infrastructure Business pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction, repay the principal amount of the Closing Date EMEA Term Loans made on the Closing Date in equal quarterly installments, each in an amount equal to (x) the original principal amount of the Closing Date EMEA Term Loans outstanding after giving effect to any prepayment from proceeds of such a sale on the Infrastructure Disposition Prepayment Date, multiplied by (y) in the case of any quarterly installment date occurring prior to the second anniversary of the Infrastructure Disposition Prepayment Date, 1.25%, and in the case of any quarterly installment date occurring thereafter, 1.875%, and in each case, commencing on the last day of the first full calendar quarter occurring after the Infrastructure Disposition Prepayment Date and continuing thereafter on the last day of each calendar quarter until the Initial Term Loan Maturity Date, on which date the entire remaining principal amount of the outstanding Term Loans shall be paid in full; provided that in no event shall the amount payable pursuant to clause (B)(ii) be less than the amount that would have been payable pursuant to clause (B)(i) had the sale of the Infrastructure Business pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction not occurred;
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-90- Business Day following the date of receipt of any Cash Proceeds in excess of such amount (the “Excess Asset Sale Proceeds”), (x) the EMEA Borrower shall (i) first, prepay the principal amount of EMEA Term Loans in an aggregate amount equal to its Applicable Prepayment Portion of such Excess Asset Sale Proceeds in accordance with Section 2.13(d)(ii) below, and (ii) second, apply any Excess EMEA Asset Sale Proceeds to prepay U.S. Term Loans in accordance with, and to the extent required by, Section 2.13(d)(iii) below and (y) the U.S. Borrower shall prepay the principal amount of each of the U.S. Loans in an aggregate amount equal to its Applicable Prepayment Portion of such Excess Asset Sale Proceeds in accordance with Section 2.13(d)(i) below. (B) If the U.S. Borrower or any Restricted Subsidiary has received any Net Cash Proceeds from a sale of the Infrastructure Business pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction or a sale which satisfies the Additional 2020 Seniority Conditions, in each case, which Net Cash Proceeds are not directly attributable to the Infrastructure Business assets of the U.S. Prepayment Group, then, not later than the fifth (5th) Business Day following the date of receipt thereof, the EMEA Borrower or U.S. Borrower, as applicable, shall, notwithstanding anything to the contrary in this Agreement, apply 100% of such Net Cash Proceeds to: (i) first, prepay the principal amount of the 2020 EMEA Term Loans, on a pro rata basis, until all 2020 EMEA Term Loans are paid in full, (ii) second, prepay the principal amount of the EMEA Term Loans that are not 2020 EMEA Term Loans (to each Class of such EMEA Term Loans on a pro rata basis), until all EMEA Term Loans that are not 2020 EMEA Term Loans are repaid in full; provided that the pro rata share of such Net Cash Proceeds that, pursuant to this clause (B)(ii), that would otherwise be allocable to the EMEA Term Loans that are not 2020 EMEA Term Loans shall, notwithstanding anything to the contrary set forth in this Agreement, be applied (x) to prepay the U.S. Term Loans in an amount equal to 25% of such amount of Net Cash Proceeds, applied in accordance with Section 2.13(d)(i) below and (y) to prepay the EMEA Term Loans that are not 2020 EMEA Term Loans in an amount equal to 75% of such amount of Net Cash Proceeds in accordance with Section 2.13(d)(ii) below; and (iii) third, prepay U.S. Term Loans in accordance with Section 2.13(d)(i) below; provided that if the U.S. Borrower or any Restricted Subsidiary has received any Net Cash Proceeds from a sale which solely satisfies the Additional 2020 Seniority Conditions and is not a sale pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction, which Net Cash Proceeds are not directly attributable to the Infrastructure Business assets of the U.S. Prepayment Group, then such Net Cash Proceeds shall be applied as set forth in this clause (B) but without giving effect to the proviso in sub-clause (ii) of this clause (B). (C) If the U.S. Borrower or any Restricted Subsidiary has received any Net Cash Proceeds from a sale of the Infrastructure Business pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction or a sale which satisfies the Additional 2020 Seniority Conditions, in each case, which Net Cash Proceeds are directly attributable to the Infrastructure Business of the U.S. Prepayment Group, then, not later than the fifth (5th) Business Day following the date of receipt thereof, the U.S. Borrower shall prepay the principal amount of the U.S. Term
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-92- not been so used to repair, rebuild or restore the affected property, (x) the EMEA Borrower shall prepay the principal amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of U.S. Loans, in each case, in an aggregate amount at least equal to its Applicable Prepayment Portion of such Excess Event of Loss Proceeds. Any such prepayment shall be applied to the prepayment of the Loans as provided in Section 2.13(d) below. (viii) If the U.S. Borrower or any Restricted Subsidiary has received any Net Cash Proceeds from any Directed Divestment, not later than the fifth (5th) Business Day following the date of receipt of any such Net Cash Proceeds, the U.S. Borrower shall prepay the principal amount of the Term Loans in an aggregate amount at least equal to 100% such Net Cash Proceeds. Any such prepayments shall be applied on a pro rata basis to (x) each Class of outstanding U.S. Term Loans, with such amounts being applied to the next eight (8) Scheduled Repayments thereof in direct order and thereafter to the remaining Scheduled Repayments on a pro rata basis and (y) each Class of outstanding EMEA Term Loans, with such amounts being applied to the next eight (8) Scheduled Repayments thereof in direct order and thereafter to the remaining Scheduled Repayments on a pro rata basis. (ix) If the U.S. Borrower or any Restricted Subsidiary has received any Net Cash Proceeds from any (A) earn-out, deferred purchase price, purchase price adjustment or similar payment or (B) escrow, deposit or similar holdback of acquisition consideration, in each case implemented in connection with the sale of the Infrastructure Business pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction, then, not later than the fifth (5th) Business Day following the date of receipt of any such Net Cash Proceeds, the EMEA Borrower or U.S. Borrower, as applicable, shall apply 100% of such Net Cash Proceeds to (i) first, prepay the principal amount of the EMEA Term Loans (to each Class of such EMEA Term Loans on a pro rata basis), until paid in full and (ii) second, prepay the principal amount of the U.S. Term Loans (to each Class of such U.S. Term Loans on a pro rata basis), which payments shall not in any case be applied to reduce any Scheduled Repayments. (d) Applications of Certain Prepayment Proceeds. Each prepayment required to be made pursuant to Sections 2.13(c)(iv), (v), (vi) or (vii) above shall be applied: (i) with respect to prepayments by the U.S. Borrower, as a mandatory prepayment of principal of first, the applicable Class of outstanding U.S. Term Loans (in the case of a prepayment required by Section 2.13(c)(vi), to each Class of U.S. Term Loans on a pro rata basis, and, in each other case, to the Class of U.S. Term Loans specified in such clause), with such amounts (other than amounts in respect of a sale pursuant to the Existing Infrastructure Sale Agreement or Qualifying Transaction that are prepaid pursuant to Section 2.13(c)(v)) being applied to the next eight (8) Scheduled Repayments thereof in direct order and thereafter to the remaining Scheduled Repayments on a pro rata basis, and second the outstanding Revolving Loans (but without any corresponding reduction in Revolving Commitments), and the LC Outstandings shall be cash collateralized to the extent required by Section 2.12(b); (ii) with respect to prepayments by the EMEA Borrower, as a mandatory prepayment of principal of the applicable Class of outstanding EMEA Term Loans, to each Class of EMEA Term Loans on a pro rata basis, unless a particular Class of EMEA Term Loans is specified in such clause, with such amounts (other than amounts in respect of a sale pursuant to the Existing Infrastructure Sale Agreement or Qualifying Transaction that are prepaid pursuant to Section 2.13(c)(v)) being applied to the next eight (8) Scheduled Repayments thereof in direct order and thereafter to the remaining Scheduled Repayments on a pro rata basis; and
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-93- (iii) solely in the case of Section 2.13(c)(v)(A) and notwithstanding any provision to the contrary contained herein, after the repayment in full of all outstanding EMEA Term Loans, all Excess EMEA Asset Sale Proceeds in excess of $100.0 million shall be applied as a mandatory prepayment to each Class of U.S. Term Loans on a pro rata basis, with such amounts being applied to the next eight (8) Scheduled Repayments thereof in direct order and thereafter to the remaining Scheduled Repayments on a pro rata basis.; provided that, notwithstanding anything to the contrary in this Agreement, no prepayments in respect of proceeds from a sale pursuant to the Existing Infrastructure Sale Agreement or Qualifying Infrastructure Business Disposition shall be applicable to reduce the amount of any Scheduled Repayments, and the Borrower hereby directs such prepayments to be applied to reduce the amount of Term Loans payable on the applicable Term Loan Maturity Date. (e) Particular Loans to be Prepaid. With respect to each repayment or prepayment of Loans made or required by this Section, subject to any contrary provision of Section 2.13(d), the Applicable Borrower shall designate the Class and Types of Loans that are to be repaid or prepaid and the specific Borrowing(s) pursuant to which such repayment or prepayment is to be made; provided, however, that the Applicable Borrower shall first so designate all Loans of the applicable Class that are Base Rate Loans (if applicable for such Class) and Eurocurrency Loans with Interest Periods ending on the date of repayment or prepayment prior to designating any other Eurocurrency Loans for repayment or prepayment. In the absence of a designation by the Applicable Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Article III. (f) Constraints on Upstreaming. The mandatory prepayments of the Applicable Borrower pursuant to Sections 2.13(c)(iv), (v), (vii) and (viii) of this Agreement shall not be required to the extent and for so long as the repatriation of funds from the Applicable Borrower’s Restricted Upstream Subsidiaries would be required to effect such prepayments and could reasonably be expected to (i) cause such Borrower or its Restricted Upstream Subsidiaries to suffer material adverse costs or tax consequences (including the imposition of withholding taxes and taking into account any foreign tax credit or benefit actually realized in connection with such repatriation), (ii) result in a violation of applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such non-U.S. Subsidiary or non-UK Subsidiary) or (iii) expose individual directors of such Borrower or any of its Restricted Upstream Subsidiaries to the risk of personal liability, in each case as reasonably determined by the Applicable Borrower in good faith. The Applicable Borrower and its Restricted Upstream Subsidiaries, if any, shall take all commercially reasonable actions to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment to make the relevant prepayment. If at a later date the Applicable Borrower or any of its Restricted Upstream Subsidiaries is able to repatriate all or any portion of such funds in order to make such mandatory prepayment without incurring a material risk of suffering a material adverse cost or tax consequence or such prohibition, restriction or delay is no longer applicable, as applicable, it shall promptly take all such actions necessary to repatriate such funds and make such mandatory prepayment. (g) Call Protection. (i) In the event that any Repricing Event occurs on or prior to the six-month anniversary of the Closing Date with respect to either Class of Closing Date Term Loans, the Applicable Borrower shall pay to the Administrative Agent, for the benefit of the Term Lenders holding Term Loans of such Class, concurrently with such Repricing Event, a premium in an amount equal to 1.00% of the outstanding principal amount of the Term Loans subject to such Repricing Event.
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-96- LC Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the LC Issuers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or reimbursement of any payment on any Letter of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or reimbursement of any payment on any Letter of Credit were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Outstandings are held by the Lenders pro rata in accordance with the Commitments under the applicable Credit Facilities without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (iii) Certain Fees. (A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the U.S. Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). (B) Each Defaulting Lender shall be entitled to receive LC Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Facility Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.16. (C) With respect to any LC Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the U.S. Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such LC Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in LC Outstandings that has been reallocated to such Non- Defaulting Lender pursuant to clause (iv) below, (y) pay to each LC Issuer, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such LC Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee. (iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in LC Outstandings shall be reallocated among the Non- Defaulting Lenders in accordance with their respective Revolving Facility Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Applicable Borrower shall have otherwise notified the Administrative Agent at such time, the Applicable Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Facility Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving
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-100- or guaranteed by a Subsidiary other than the EMEA Borrower Guarantors, so long as such assets are contemporaneously included as Collateral and such Subsidiary contemporaneously becomes a EMEA Borrower Guarantor. (d) No Incremental Term Loan Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.17 unless on the date of such effectiveness, the Administrative Agent shall have received a certificate certifying that the conditions set forth in Section 4.02(iii) shall be satisfied immediately after giving effect to such Incremental Term Loan Commitment or Incremental Revolving Credit Commitment (but such certification shall not be required to the extent such Incremental Term Loan Commitment or Incremental Revolving Credit Commitment is being used to consummate a Limited Condition Acquisition) and that, if utilizing the amounts provided for in clause (B) of the definition of “Incremental Facility Maximum Amount,” the U.S. Borrower is in compliance on a Pro Forma Basis (including with respect to any Permitted Acquisition or permitted Investment to be made in whole or in part, with the proceeds of the relevant Incremental Term Loan (including any Incremental Term Loan Commitment becoming effective contemporaneously with any Incremental Revolving Credit Commitment)) with the Consolidated Net Secured Leverage Ratio required therein. Any additional conditions to the entry into or the making of any Loans pursuant to any Incremental Term Loan Commitment and/or Incremental Revolving Credit Commitment, including the timing of any such conditions (as between being made (x) upon execution of an Additional Credit Extension Amendment or (y) upon the making of any Loans thereunder) shall be as agreed to between the Applicable Borrower and the Lenders providing such Incremental Term Loans and/or Incremental Revolving Loans (including the scope of any representations and warranties to be made at the time the transaction is consummated). (e) Immediately after giving effect to any Incremental Term Loan Commitment and/or Incremental Revolving Credit Commitment, the borrowings thereunder and the application of proceeds therefrom, (A) no Event of Default shall have occurred and be continuing; provided that, to the extent any Incremental Term Loans shall be applied to consummate a Limited Condition Acquisition, then no Specified Event of Default shall exist and be continuing (1) at the time the definitive agreement in respect of such Limited Condition Acquisition is entered into and (2) at the time such Limited Condition Acquisition is consummated and (B) the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (except for those representations and warranties that are conditioned by “materiality” or “material adverse effect”, which shall be true and correct in all respects) on and as of such date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except for those representations and warranties that are conditioned by “materiality” or “material adverse effect”, which shall have been true and correct in all respects) on and as of such earlier date; provided that to the extent that the proceeds of Loans under any Incremental Revolving Credit Commitments and/or Incremental Term Loan Commitments are to be used to finance a Limited Condition Acquisition, then the accuracy of representations and warranties as described in this clause (B) shall be required as of the time the definitive agreement in respect of Limited Condition Acquisition is entered into. If applicable, the Administrative Agent shall have received a Notice of Borrowing in respect of any Incremental Term Loans or Incremental Revolving Loans by the date and time required hereunder with respect to the applicable Type of Loan. (f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of the applicable Class of outstanding Term Loans to which such Incremental Term Loan relate on a pro rata basis, and the U.S. Borrower agrees that Section 3.02 shall apply to any conversion of Dollar denominated Eurocurrency Loans which are Term Loans to Base Rate Loans reasonably required by the Administrative Agent to effect the foregoing. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization
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-103- the foregoing. In connection with any such Extension, the Applicable Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Additional Credit Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Applicable Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Extended Term Loans and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Classes, tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non- extended tranches), in each case on terms not inconsistent with this Section 2.19. (b) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term Loan is converted to extend the related scheduled maturity date(s) in accordance with Section 2.19(a) (an “Extension Date”), the aggregate principal amount of such Existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender on such date, and the Extended Term Loans shall be established as a separate Class of Term Loans (together with any other Extended Term Loans so established on such date). If the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Extending Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Existing Term Loans offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Class of Term Loans of such Extending Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Extending Lenders have accepted such Extension Offer. (c) With respect to all Extensions consummated by the Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 and (ii) any Extension Offer is required to be in a minimum amount of $30,000,000. The Applicable Borrower may at its election specify as a condition to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Applicable Borrower’s sole discretion and may be waived by the Applicable Borrower) of Term Loans of any or all applicable Classes accept the applicable Extension Offer. (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.19. (e) In connection with any Additional Credit Extension Amendment, the Applicable Borrower shall deliver (i) a customary opinion of counsel reasonably acceptable to the Administrative Agent, (ii) customary reaffirmations and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans are provided with the benefit of the applicable Loan Documents and (iii) board resolutions and other closing certificates and documentation to the extent reasonably requested by the Administrative Agent. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error, then the Administrative Agent, the Applicable Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of the applicable
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-106- (i) substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate principal amount not greater than the aggregate principal amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments shall not be shorter than the maturity date of the Replaced Revolving Commitments, and the Replacement Revolving Commitments shall not be subject to any amortization; (iv) the LC Commitment Amount under such Replacement Revolving Commitments shall be as agreed between the U.S. Borrower, such Replacement Revolving Lenders, the Administrative Agent and the LC Issuers thereunder (or any replacement LC Issuers); (v) (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Replacement Revolving Commitments shall be as agreed between the U.S. Borrower and the Replacement Revolving Lenders so long as, in the case of any mandatory or optional prepayment provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Revolving Lenders with Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the U.S. Borrower and such Replacement Revolving Lenders, shall not be materially more favorable (when taken as a whole) to such Replacement Revolving Lenders than those applicable to the Revolving Lenders with Replaced Revolving Commitments (as determined by the U.S. Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date then applicable to the Revolving Facility hereunder or such covenants or other terms apply equally for the benefit of the other Lenders; (vi) no existing Lender shall be required to provide any Replacement Revolving Commitments; (vii) such Replacement Revolving Commitments shall be secured by the U.S. Collateral and guaranteed by the U.S. Borrower Guarantors; provided that Replacement Revolving Commitments may be secured by assets other than the U.S. Collateral or guaranteed by a Subsidiary other than the U.S. Borrower Guarantors, so long as such assets are contemporaneously included as U.S. Collateral and such Subsidiary contemporaneously becomes a U.S. Borrower Guarantor; and (viii) all Replacement Revolving Commitments shall rank pari passu to any then outstanding Revolving Commitments as to lien priorities and rights of payment.
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-108- in the interest rate applicable to such Eurocurrency Loan pursuant to this Agreement) or (y) other circumstances adversely affecting the London interbank market or the position of such Lender or other Recipient in any such market; or (iii) at any time, that the making or continuance of any Eurocurrency Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the London interbank market; then, and in each such event, such Lender or other Recipient (or the Administrative Agent in the case of clause (i) above) shall (1) on or promptly following such date or time and (2) within ten (10) Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the U.S. Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or other Recipients). Thereafter (x) in the case of clause (i) above, the affected Type of Eurocurrency Loans shall no longer be available until such time as the Administrative Agent notifies the Borrowers and the Lenders or other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Applicable Borrower with respect to such Type of Eurocurrency Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Applicable Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Applicable Borrower in the case of a Loan denominated in Dollars, be deemed converted into a Notice of Borrowing for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of clause (ii) above, the Applicable Borrower shall pay to such Lender or other Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or other Recipient shall determine) as shall be required to compensate such Lender or other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or other Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Applicable Borrower by such Lender or other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Applicable Borrower shall take one of the actions specified in Section 3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurocurrency Loan is affected by the circumstances described in Section 3.01(a)(ii) or (iii), the Applicable Borrower may (and in the case of a Eurocurrency Loan affected pursuant to Section 3.01(a)(iii) the Applicable Borrower shall) either (i) if the affected Eurocurrency Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Applicable Borrower was notified by a Lender or other Recipient pursuant to Section 3.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing of a Loan denominated in Dollars, convert the related Notice of Borrowing into one requesting a Borrowing of Base Rate Loans or require the affected Lender or other Recipient to make its requested Loan as a Base Rate Loan, (ii) if the affected Eurocurrency Loan is then outstanding and denominated in Dollars, upon at least one (1) Business Days’ notice to the Administrative Agent, require the affected Lender or other Recipient to Convert each such Eurocurrency Loan into a Base Rate Loan, (iii) if the affected Eurocurrency Loan is then outstanding and is a EMEA Term Loan, bear interest at such rate as the Administrative Agent shall determine adequately and fairly reflects the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period plus the Applicable Term Loan Margin or (iv) if the affected Eurocurrency Loan is then outstanding and is a Revolving Loan denominated in an Approved Currency, shall be repaid on the last day of the Interest Period applicable
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-112- (2ii) executed originals of IRS Form W-8ECI; (3iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Applicable Borrower as described in Section 881(c)(3)(C) of the Code and that no payments in connection with any Loan Document are effectively connected with such Foreign Lender’s conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN-E; or (4iv) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership, or is a participating Lender), executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8 BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify such Borrower and the Administrative Agent in writing of its legal inability to do so.
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-121- Section 5.04 Governmental Approvals. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority (including the U.S. Department of Commerce pursuant to the Export Administration Regulations) is required to authorize or is required as a condition to (i) the execution, delivery and performance by any Credit Party of any Loan Document to which it is a party or any of its obligations thereunder or (ii) the legality, validity, binding effect or enforceability of any Loan Document to which any Credit Party is a party, except (x) the filing and recording of financing statements and other documents necessary in order to perfect the Liens created by the Security Documents, subject to the Funding Conditions Provision, the Agreed Security Principles, the Legal Reservations and the Non-U.S. Perfection Requirements and (y) those orders, consents, approvals, licenses, authorizations, or validations received, or filings, recordings or registrations filed, or exemptions granted, if any. Section 5.05 Litigation. There are no actions, suits or proceedings pending or, to the knowledge of the Borrowers, threatened in writing with respect to any Credit Party or any of their respective Restricted Subsidiaries or against any of their respective properties (i) that have had, or would reasonably be expected to have, a Material Adverse Effect, or (ii) that question the validity or enforceability of any of the Loan Documents, or of any action to be taken by any Credit Party pursuant to any of the Loan Documents. Section 5.06 Use of Proceeds; Margin Regulations; Sanctions. (a) The proceeds of (i) all Initial Term Loans incurred on the Closing Date, Revolving Loans and LC Issuances shall be utilized to (a) consummate the Target Acquisition and pay the fees, costs and expenses incurred in connection therewith, (b) consummate the Refinancing, (c) provide working capital and funds for other general corporate purposes (including consummating Permitted Acquisitions, permitted Investments and permitted Restricted Payments) and (d) provide back-to-back support for or to replace the Existing Letters of Credit, in each case, not inconsistent with the terms of this Agreement; provided that the aggregate principal amount of Revolving Loans made on the Closing Date (if any) shall not exceed $60,000,000 and shall be used solely to fund any original issue discount and/or upfront fees with respect to the Loans required to be funded on the Closing Date pursuant to any applicable market flex or securities demand provisions under the Fee Letter and (ii) all 2020 EMEA Term Loans shall be utilized to (a) consummate Amendment No. 2 and pay the fees, costs and expenses incurred in connection therewith and (b) to repay existing Indebtedness under the Revolving Facility in part. (b) No part of the proceeds of any Credit Event will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the value of the assets of the U.S. Borrower or of the U.S. Borrower and its consolidated Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock. (c) The Borrowers will use commercially reasonable efforts such that no proceeds borrowed under any Loan will be used in a manner which would constitute a “use of proceeds in Switzerland” as interpreted by the Swiss Federal Tax Administration for purposes of Swiss Withholding Tax, except and to the extent that a written confirmation or tax ruling countersigned by the Swiss Federal Tax Administration has been obtained (in a form satisfactory to the Administrative Agent) confirming that the intended "use of proceeds in Switzerland" does not result in interest payments in respect of any Loan becoming subject to a withholding or deduction for Swiss Withholding Tax.
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-129- Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) The U.S. Communications Licenses are in full force and effect and constitute the valid, legal, binding and enforceable obligations of the U.S. Borrower and each Restricted Subsidiary that is a party thereto, except where the failure to have, or the suspension or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. True and correct copies of all written U.S. Communications Licenses as of the Closing Date have been made available to the Administrative Agent and are as set forth in Schedule 5.25(a)(i) hereto (except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect). The U.S. Borrower and its Subsidiaries, and all activities using the U.S. Communications Licenses, are in compliance in all material respects with the U.S. Communications Licenses, and no suspension, modification, termination or cancellation of any of the U.S. Communications Licenses is pending or, to the knowledge of the U.S. Borrower, threatened, except, in each case, where the failure to so comply, or the suspension, modification, termination or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (iii) Except as set forth on Schedule 5.25(a)(iii), the operation of the business and assets of the U.S. Borrower and its Subsidiaries is in material compliance with the U.S. Communications Laws, including any laws restricting foreign ownership of a telecommunications company. All required material reports, fees, including all Regulatory Assessments, filings, applications, notices, and other submissions of the U.S. Borrower and its Subsidiaries to the FCC and any U.S. Governmental Authority with jurisdiction over telecommunications matters, are true and correct in all material respects and have been filed and paid. Neither the U.S. Borrower nor any of its Subsidiaries has received any written notice, or has any knowledge that the operation of the U.S. portion of its business or assets is not or has failed to be in compliance in all material respects with the U.S. Communications Laws or the U.S. Communications Licenses. No material deficiencies have been asserted by the FCC, any other U.S. Governmental Authority, or any other Person with respect to any aspect of the business or assets of the U.S. Borrower and its Subsidiaries subject to the jurisdiction of the FCC or such U.S. Governmental Authority, which have not been timely cured or are in the process of being timely cured. No event has occurred and is continuing which could reasonably be expected to result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any U.S. Communications License or materially or adversely affect any rights of the U.S. Borrower or its Subsidiaries or any holder thereunder. (iv) Each of the U.S. Borrower and its Subsidiaries is in compliance in all material respects with each of the CALEA Requirements, CPNI Requirements and USF Requirements, that are applicable to such Person and the conduct of its business or assets. All required material reports, fees, filings, applications and other submissions of the U.S. Borrower and its Subsidiaries to the FCC, the Universal Service Administrative Company, and any other U.S. Governmental Authority, or any other entity with respect to such requirements are true and correct in all material respects and have been timely filed. Each of the U.S. Borrower and its Subsidiaries has timely taken all material actions necessary to comply with each of the foregoing CALEA Requirements, CPNI Requirements and USF Requirements, as applicable. (v) Except as set forth on Schedule 5.25(a)(v), neither the U.S. Borrower nor any of its Subsidiaries has received any written notice or has any knowledge that it is not or has failed to be in compliance in all material respects with any of the CALEA Requirements, CPNI Requirements, or USF Requirements that are applicable to such Person or the conduct of its
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-130- business or assets. No material deficiencies have been asserted by the FCC, any U.S. Governmental Authority, or any other Person with respect to such requirements which have not been timely cured. (b) Non-U.S. Communications Matters. (i) Schedule 5.25(b)(i) sets forth a list, as of the Closing Date, of the Non-U.S. Communications Licenses, including the licensee, file number, call sign, or other designation, as applicable, and the expiration date of each Non-U.S. Communications License held by the U.S. Borrower or any of its Subsidiaries, or pursuant to which such Person is authorized to engage in any activity subject to the jurisdiction of any non-U.S. Governmental Authority, listed separately for each such Governmental Authority that granted or issued such Non-U.S. Communications License, in each case except for certain Non-U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect. Except for the Non-U.S. Communications Licenses listed on Schedule 5.25(b)(i) as “pending” which have been applied for by the U.S. Borrower or any of its Subsidiaries but not yet received, each of the U.S. Borrower and its Restricted Subsidiaries holds all Non-U.S. Communications Licenses necessary for the U.S. Borrower and its Restricted Subsidiaries in all material respects to operate the non-U.S. portion of its business and assets and engage in all activities necessary for the operation of the non-U.S. portion of its business and assets. No Credit Party or any Subsidiary of any Credit Party operates under, uses or requires any Non-U.S. Communications License held by any Person who is not a Credit Party to comply with the immediately preceding sentence, except where such use of any such Non-U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) The Non-U.S. Communications Licenses were validly issued, are in full force and effect without conditions except for such conditions as are generally applicable to holders of such Non-U.S. Communications Licenses and constitute the valid, legal, binding and enforceable obligation of the U.S. Borrower and each Subsidiary that is a party thereto, except where the failure to have, or the suspension or cancellation of, any of the Non-U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. True and correct copies of all written Non-U.S. Communications Licenses as of the Closing Date have been made available to the Administrative Agent and are as set forth in Schedule 5.25(b)(i) hereto (except for certain Non-U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect). The U.S. Borrower and its Subsidiaries, the operation of the non-U.S. portion of its business and assets and all other activities using the Non-U.S. Communications Licenses, are in compliance in all material respects with the Non-U.S. Communications Licenses, and no suspension, modification, termination or cancellation of any of the Non-U.S. Communications Licenses is pending or, to the knowledge of the U.S. Borrower, threatened, except, in each case, where the failure to so comply, or the suspension, modification, termination or cancellation of, any of the Non-U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (iii) Except as set forth on Schedule 5.25(b)(iii), the operation of the business and assets of the U.S. Borrower and its Subsidiaries is in material compliance with the Non-U.S. Communications Laws, including any laws restricting foreign ownership of a telecommunications company. All required material reports, fees, including all Regulatory Assessments, filings, applications, notices, and other submissions of the U.S. Borrower and its Subsidiaries to any non- U.S. Governmental Authority, including the CRTC and ISEDC, with jurisdiction over telecommunications matters, are true and correct in all material respects and have been filed and paid. Neither the U.S. Borrower nor any of its Subsidiaries has received any written notice, or has any knowledge that the conduct of the non-U.S. portion of its business or assets is not or has failed
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-132- under the other Loan Documents, have been paid in full (excluding any contingent indemnity and reimbursement obligations which survive termination of the Loan Documents and in respect of which no claim has been made), as follows:
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-133- Section 6.01 Reporting Requirements. The U.S. Borrower will furnish to the Administrative Agent and each Lender: (a) Annual Financial Statements. Not later than 90 days after the close of each fiscal year of the U.S. Borrower ending on or after December 31, 2018, the audited consolidated balance sheets of the U.S. Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of operations, of stockholders’ equity and of cash flows for such fiscal year, in each case setting forth comparative figures for the preceding fiscal year, all in reasonable detail and accompanied by the opinion with respect to such consolidated financial statements of such independent public accountants of recognized national standing selected by the U.S. Borrower, which opinion shall be unqualified (other than in respect of Non-U.S. Subsidiaries of the U.S. Borrower, for which such accountants may rely on the audited financial statements of other accountants in a manner consistent with past practices), in each case which such financial statements (A) shall be certified by a Financial Officer that such accountants audited such consolidated financial statements in accordance with generally accepted auditing standards, that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the U.S. Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the consolidated results of their operations and cash flows for such fiscal year in conformity with GAAP, or (B) contain such statements as are customarily included in unqualified reports of independent accountants. Any such financial statements that are filed pursuant to and are accessible through the SEC’s XXXXX system will be deemed to have been provided in accordance with this clause (a) so long as the Administrative Agent and each Lender have received notification of the same. (b) Quarterly Financial Statements. Not later than 45 days after the close of each of the first three fiscal quarters in each fiscal year of the U.S. Borrower (or, in the case of the fiscal quarter of the U.S. Borrower ending June 30, 2020, not later than October 30, 2020), the unaudited consolidated balance sheets of the U.S. Borrower and its consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statements of operations, of stockholders’ equity and of cash flows for such quarterly period and for the fiscal year to date, and setting forth, in the case of such unaudited consolidated statements of operations, of stockholders’ equity and of cash flows, comparative figures for the related periods in the prior fiscal year, and which shall be certified on behalf of the U.S. Borrower by a Financial Officer, subject to changes resulting from normal year-end audit adjustments and the absence of footnotes. Any such financial statements that are filed pursuant to and are accessible through the SEC’s XXXXX system will be deemed to have been provided in accordance with this clause (b) so long as the Administrative Agent and each Lender have received notification of the same. (c) Officer’s Compliance Certificates. At the time of the delivery of the financial statements provided for in subparts (a) and (b) above, (i) a certificate (a “Compliance Certificate”), substantially in the form of Exhibit E, signed by a Financial Officer 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 and the actions the Credit Parties have taken or proposes to take with respect thereto, which certificate shall set forth the calculations required to establish compliance with the provisions of Section 7.07, and (ii) a management’s discussion and analysis with respect to such financial statements for such period.
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-142- any documents, instruments and filings required by the Assignment of Claims Act of 1940 (provided that the U.S. Borrower and the Credit Parties shall be deemed to have satisfied their obligations under this Section 6.10(c) with respect to the Assignment of Claims Act of 1940 upon delivery of forms signed solely by the Credit Parties). Notwithstanding the foregoing, the Administrative Agent may elect, in its reasonable discretion, not to require a pledge of, or take a security interest in, those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the costs (including adverse tax consequences) of obtaining such Lien, pledge or security interest (including any mortgage, stamp, intangibles or other tax) exceed the benefit to the Lenders of the security afforded thereby. (d) Real Property Matters. (i) Subject to the Funding Conditions Provision and Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent: (A) within 120 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned by a U.S. Credit Party as of the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion) and located in the United States; and (B) within 150 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned by an EMEA Credit Party as of the Closing Date and located in a jurisdiction outside of the United States. (ii) Subject to Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent with respect to each Mortgaged Real Property located in the United States or Canada, no later than the date such parcel of Real Property becomes subject to a Mortgage (or within such other time limits as specified below), all of the following: (A) an American Land Title Association (ALTA) (or equivalent in the case of any Real Property located in Canada) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (not to exceed the book value of such Real Property), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent; (B) if a mortgage recording or similar tax is imposed on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be limited to the amount determined by the Administrative Agent in accordance with Section 6.10(d)(ii)(A) of such Real Property, as reasonably determined by the Credit Parties, and no appraisals shall be required unless required pursuant to applicable legal requirements; (C) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (D) with respect to any owned Real Property located in the United States, no later than thirty (30) Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, (1) evidence, which may be in the form of a letter or other certification from the
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-143- Title Company or from an insurance broker, surveyor, engineer or other provider, as to (x) whether such Real Property is a Flood Hazard Property, and (y) if such Real Property is a Flood Hazard Property, (a) whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, (b) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such Real Property is a Flood Hazard Property and whether the community in which such Flood Hazard property is located is participating in the National Flood Insurance Program, and (c) evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property on terms and in such amounts required to comply with the Flood Disaster Protection Act (as amended from time to time) or other applicable law, including the applicable regulations of the Board of Governors of the Federal Reserve System; (E) to the extent required by the Title Company for deletion of the so-called “survey exception”, a survey of such Real Property, certified by a licensed professional surveyor in a manner sufficient for the Title Company to remove such “survey exception”, or survey coverage in the Title Policy satisfactory to the Administrative Agent, acting reasonably; (F) a certificate of the U.S. Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the three-year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been received by any Credit Party, together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and (G) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby (or in the case of any such Real Property located in Canada, as to the enforceability of such Mortgage), provided that such opinion may assume, and no additional opinion will be required with respect to the power, authority, authorization and due execution and delivery by the applicable Credit Party of such Mortgage. (iii) Subject to the Agreed Security Principles and Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent with respect to each Mortgaged Real Property located in a jurisdiction other than the United States or Canada, no later than the date such parcel of Real Property becomes subject to a Mortgage, all such title insurance, flood insurance (to the extent required by applicable law), Phase I or equivalent environmental reports, surveys, documents, instruments, agreements, opinions and certificates are customarily required by lenders under similar financings with secured assets in the applicable country and as are reasonably agreed upon by the parties to the EMEA Facility Security Documents, in each case in form reasonably satisfactory to the Administrative Agent with respect to each such Real Property to create in favor of the Administrative Agent, for the benefit of the Secured Creditors, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest (where applicable) in such Real Property. (iv) Subject to Section 6.10(a)(i), with respect to each Mortgaged Real Property located in the United States, no later than thirty (30) Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, the Administrative Agent shall deliver (A) to the Lenders, a completed standard “life of loan” flood hazard determination form, (B) if such Real Property is a Flood Hazard Property, (1) to the U.S. Borrower, notice of that fact and, if applicable, notice that flood insurance coverage under the National Flood Insurance Program is not available because the community in which the Real Property is located does not participate in the National Flood Insurance Program, (2) to the Lenders,
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-148- with the consummation of such Holding Company Merger, (x) New Parent shall provide a guarantee of the Obligations in a form reasonably satisfactory to the Administrative Agent, (y) New Parent shall deliver to the Administrative Agent the documents required of a U.S. Subsidiary or Credit Party under Sections 6.09(a) and 6.10 (including in respect of the Equity Interests of the U.S. Borrower held by the New Parent. but excluding, for the avoidance of doubt, any Security Document in regard of the Equity Interests of New Parent), in each case, in a form reasonably satisfactory to the Administrative Agent and (z) the Administrative Agent, New Parent and U.S. Borrower shall negotiate in good faith to execute amendments to the Loan Documents such that the representations and warranties, covenants, events of default and other similar provisions herein and therein that currently apply to the U.S. Borrower also apply to New Parent; provided, further, that this Section 7.02(a) shall supersede any provisions in Section 11.12 to the contrary; (b) so long as no Specified Event of Default has occurred and is continuing, or would result therefrom, any Asset Sale by (i) any U.S. Credit Party to any other U.S. Credit Party, (ii) any Restricted Subsidiary that is not a Credit Party to any Credit Party; (iii) any Non-U.S. Subsidiary of the U.S. Borrower that is an EMEA Credit Party to any other EMEA Credit Party, or (iv) any Restricted Subsidiary that is not a Credit Party to any other Restricted Subsidiary that is not a Credit Party; provided that, to the extent any such Asset Sale constitutes an Investment, it shall be permitted under Section 7.05 (other than Section 7.05(q)); (c) any transaction permitted pursuant to Section 7.05 or 7.06; (d) the U.S. Borrower or any of its Restricted Subsidiaries may consummate any Asset Sale, provided that (i) the consideration for each such Asset Sale represents fair market value and at least 75% of such consideration consists of cash, (ii) in the case of any Asset Sale involving consideration in excess of $20,000,000, at least three (3) Business Days prior to the date of completion of such Asset Sale, the U.S. Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by an Authorized Officer, which certificate shall contain (A) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated sale price or other consideration for such transaction, and (B) a certification that no Event of Default has occurred and is continuing, or would result from consummation of such transaction and (iii) the U.S. Borrower or such Restricted Subsidiary uses the proceeds of such Asset Sale to prepay the Loans as and to the extent required by Section 2.13(c)(v); (e) so long as no Event of Default has occurred and is continuing, or would result therefrom, the U.S. Borrower or any of its Restricted Subsidiaries may dispose of non-core assets acquired in connection with any Permitted Acquisition consummated after the Closing Date; (f) the sale or other transfer (including by capital contribution) of Receivables Assets pursuant to Permitted Receivables Financings; (g) in addition to any Asset Sale permitted herein, the U.S. Borrower or any of its Restricted Subsidiaries may consummate other Asset Sales in an amount not to exceed, in any fiscal year, the greater of (x) $100,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the Testing Period most recently ended, provided, that the U.S. Borrower or such Restricted Subsidiary uses the proceeds of such Asset Sale to prepay the Loans as and to the extent required by Section 2.13(c)(v); (h) the U.S. Borrower or any Subsidiary may make any Acquisition that is a Permitted Acquisition or any Investment that is not prohibited by the terms hereof; (i) so long as no Event of Default has occurred and is continuing, or would result therefrom, any Restricted Subsidiary other than the EMEA Borrower may dissolve, liquidate or wind up its affairs (x) if the U.S. Borrower determines in good faith that such dissolution, liquidation or winding up is in the best
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-151- (a) Indebtedness incurred under this Agreement and the other Loan Documents; (b) the Indebtedness existing on the Closing Date and set forth on Schedule 7.04 hereto and any Permitted Refinancing thereof; (c) Indebtedness of the Credit Parties and their Restricted Subsidiaries incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including Capitalized Lease Obligations and Purchase Money Indebtedness (and including any such Indebtedness that is assumed in connection with a Permitted Acquisition) in an aggregate amount at any one time outstanding not to exceed the greater of (x) $120,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the most recently ended Testing Period; (d) Indebtedness of Non-Credit Parties in an aggregate amount at any one time outstanding not to exceed the greater of (x) $60,000,000 and (y) an amount equal to 10% of Pro Forma EBITDA for the most recently ended Testing Period; (e) any intercompany loans (i) made by the U.S. Borrower or any of its Restricted Subsidiaries to the U.S. Borrower or any of its Restricted Subsidiaries, as applicable, to the extent existing on the Closing Date (provided that such intercompany loans were not incurred in connection with the Transactions), (ii) made by any Non-Credit Party to any other Non-Credit Party, (iii) made by any U.S. Credit Party to any other U.S. Credit Party, (iv) made by any Credit Party to any U.S. Credit Party, (v) made by any EMEA Credit Party to any other EMEA Credit Party, (vi) made by any U.S. Credit Party to any EMEA Credit Party in an aggregate principal amount not to exceed the greater of (x) $125,000,000 and (y) an amount equal to 25% of Pro Forma EBITDA for the most recently ended Testing Period, and (vii) made by a Credit Party to any Non-Credit Party in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $60,000,000 and (y) an amount equal to 10% of Pro Forma EBITDA for the most recently ended Testing Period; and/or (viii) among the U.S. Borrower and/or any Restricted Subsidiary in connection with or related to an Infrastructure Reorganization consummated in accordance with the Infrastructure Reorganization Principles; provided that all such intercompany loans are subject to the Intercompany Subordination Agreement; (f) (i) Indebtedness of the U.S. Borrower and its Subsidiaries under Hedge Agreements; provided that such Hedge Agreements have been entered into in the ordinary course of business and not for speculative purposes and (ii) Indebtedness consisting of obligations under any Permitted Equity Derivatives; (g) Indebtedness constituting Guaranty Obligations permitted by Section 7.05; (h) Indebtedness in connection with Permitted Receivables Financings in an aggregate amount at any one time outstanding not to exceed the greater of (x) $60,000,000 and (y) an amount equal to 10% of Pro Forma EBITDA for the most recently ended Testing Period; (i) unsecured Indebtedness; provided that (i) no Event of Default (or, in the case of debt incurred or assumed in connection with a Limited Condition Acquisition, no Specified Event of Default) shall exist and be continuing at the time such Indebtedness is assumed or incurred or would result therefrom, (ii) on a Pro Forma Basis immediately after giving effect to the assumption or incurrence of such Indebtedness and any related transactions, the Consolidated Total Net Leverage Ratio does not exceed 6.00:1.00 (excluding, solely for the purposes of this calculation, the cash proceeds of any such Indebtedness being incurred at such time), (iii) the final maturity of such Indebtedness shall not be earlier than 91 days after the latest Term Loan Maturity Date then in effect and (iv) the weighted average life to maturity of such Indebtedness shall not be shorter than 91 days after the weighted average life to maturity of any
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-152- outstanding Term Loans; provided that (x) the aggregate outstanding principal amount of Incremental Equivalent Debt and Indebtedness incurred pursuant to this Section 7.04(i) of the Non-U.S. EMEA Credit Parties (or any of them) shall not exceed the EMEA Ratio Debt Cap and (y) the amount of such Indebtedness incurred by Non-Credit Parties shall not exceed $25,000,000 in the aggregate at an time outstanding; (j) Indebtedness arising from agreements of any Credit Party or any of their Restricted Subsidiaries providing for indemnification, adjustment of purchase price, working capital adjustments or similar adjustments (including earn-out obligations), in each case, whether or not evidenced by a note, and incurred or assumed in connection with the Target Acquisition, any Permitted Acquisition or any Asset Sale or Investment permitted under this Agreement (any such obligations, “Deferred Acquisition Obligations”); (k) other Indebtedness of the U.S. Borrower and its Restricted Subsidiaries in an aggregate outstanding principal amount not to exceed the greater of (x) $120,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the most recently ended Testing Period; (l) Incremental Equivalent Debt; (m) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with Deposit Accounts to the extent incurred in the ordinary course of business; (o) Indebtedness consisting of obligations to make payments and/or promissory notes issued by any Credit Party to finance the purchase or redemption of Equity Interests of the U.S. Borrower to the extent the applicable Restricted Payment is not permitted by Section 7.06(d)(B); provided that any such Indebtedness shall be subject to the maximum cash consideration set forth in Section 7.06(d)(B); (p) obligations in respect of surety, stay, customs and appeal bonds, bid or performance bonds and performance and completion guaranties and obligations of a like nature (including letters of credit related thereto), worker’s compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations, trade contracts, governmental contracts and leases, in each case incurred in the ordinary course of business and not in connection with the borrowing of money; (q) reimbursement obligations with respect to (x) the letters of credit existing on the Closing Date and set forth on Schedule 7.04(q) hereto and (y) banker acceptances, bank guarantees or other similar instruments or obligations incurred in the ordinary course of business; (r) (i) the 2024 Notes outstanding on the Closing Date and (ii) any Permitted Refinancing thereof; (s) to the extent constituting Indebtedness, deposits and advance payments received from customers in the ordinary course of business consistent with past practices; (t) Indebtedness (including any guaranties) incurred in connection with granting any IRU or entering into similar arrangements conveying capacity, including put rights granted in connection therewith; (u) non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest with respect to Indebtedness permitted under this Section 7.04;
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-154- (c) the U.S. Borrower and its Restricted Subsidiaries may acquire and hold receivables and similar items owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (d) any Permitted Creditor Investment; (e) loans and advances to officers, directors, consultants, managers and employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business, provided the aggregate outstanding amount of all such loans and advances shall not exceed $5,000,000 at any time; (f) Investments existing as of the Closing Date and described on Schedule 7.05 hereto; (g) any Guaranty Obligations of the Credit Parties or any of their respective Restricted Subsidiaries in favor of the Secured Creditors pursuant to the Loan Documents; (h) Investments of the U.S. Borrower and its Restricted Subsidiaries in Hedge Agreements permitted to be entered into pursuant to this Agreement; (i) Investments (A) of the U.S. Borrower or any of its Restricted Subsidiaries in any Subsidiary existing as of the Closing Date (including in connection with the Transactions), (B) of the U.S. Borrower or any of its Restricted Subsidiaries in any U.S. Credit Party made after the Closing Date, (C) of any Non-U.S. EMEA Credit Party in any other Credit Party made after the Closing Date, (D) of any Non- Credit Party in any other Non-Credit Party, (E) of (x) U.S. Credit Parties in Non-U.S. EMEA Credit Parties or (y) of Credit Parties in Non-Credit Parties, in each case under this clause (E) either (I) constituting intercompany loans permitted by Section 7.04(e) or (II) in an aggregate amount not to exceed the greater of (x) $100,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the most recently ended Testing Period and (F) any transfer pricing arrangements constituting Investments as in existence on the Closing Date and any other transfer pricing arrangements consistent with past practice; (j) Investments of any Non-Credit Party in any other Restricted Subsidiary of the U.S. Borrower; (k) intercompany loans and advances permitted by Section 7.04(e); (l) Permitted Acquisitions; (m) any Guaranty Obligation incurred by any Credit Party with respect to Indebtedness of another Credit Party that is permitted by Section 7.04; (n) Investments arising as a result of Permitted Receivables Financings; (o) so long as no Event of Default has occurred and is continuing or would result therefrom on a Pro Forma Basis, Investments by the U.S. Borrower or any of its Restricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment; (p) Investments constituting deposits made in connection with the purchase of goods or services in the ordinary course of business;
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-157- (excluding (i) undrawn Letters of Credit up to $20,000,000 and (ii) Letters of Credit that are Cash Collateralized or backstopped in full by other letters of credit) and (2) during any fiscal quarter in which the Lender Forbearance Period is not in effect and the Aggregate Revolving Facility Exposure exceeds 30% of the Total Revolving Commitment as in effect during such fiscal quarter (excluding (i) undrawn Letters of Credit up to $20,000,000 and (ii) Letters of Credit that are Cash Collateralized or backstopped in full by other letters of credit), in each case of clause and , the U.S. Borrower will not permit the Consolidated Net Secured Leverage Ratio, on a Pro Forma Basis, to be greater than the maximum ratio specified below opposite such fiscal quarter: Fiscal Quarter Ending Maximum Ratio September 30, 2018 6.50:1.00 December 31, 2018 6.50:1.00 March 31, 2019 6.50:1.00 June 30, 2019 6.50:1.00 September 30, 2019 6.50:1.00 December 31, 2019 6.50:1.00 March 31, 2020 6.50:1.00 June 30, 2020 6.50:1.00 September 30, 2020 6.25:1.00 December 31, 2020 6.25:1.00 March 31, 2021 5.50:1.00 June 30, 2021 5.00:1.00 September 30, 2021 5.00:1.00 December 31, 2021 4.50:1.00 March 31, 2022 4.50:1.00 June 30, 2022 and thereafter 4.25:1.00 (b) As a condition to the consent of the Required Revolving Lenders to Amendment No. 1, which amended the maximum Consolidated Net Secured Leverage Ratio levels for each fiscal quarter ending September 30, 2019 through December 31, 2020 (as set forth in the table in paragraph (a) above), the Borrowers agree for the benefit of the Revolving Lenders that, notwithstanding any other provision of this Agreement, from and after the Amendment No. 1 Effective Date and until the Compliance Certificate for the fiscal quarter of the U.S. Borrower ending March 31, 2021 has been delivered pursuant to Section 6.01(c), no Credit Party will, nor will any Credit Party permit any of its Restricted Subsidiaries to, do any of the following: (i) declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment pursuant to Section 7.06(f), (g) or (h); (ii) designate any Subsidiary as, or make, directly or indirectly, any Investment in, any Unrestricted Subsidiary; (iii) make, directly or indirectly, any Investment pursuant to Section 7.05(l) or (o), unless, immediately prior to and immediately after giving effect to such Investment (and all other transactions occurring on such date) on a Pro Forma Basis, Liquidity shall be not less than $250,000,000; provided that the limitation in this clause (iii) will not apply to the acquisition by the U.S. Borrower, indirectly, of all of the outstanding shares in the capital of KPN Eurorings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, whose
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-166- (i) first, to the payment of that portion of the Non-U.S. EMEA Credit Party Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent in its capacity as such; (ii) second, to the payment of that portion of the Non-U.S. EMEA Credit Party Obligations constituting fees, indemnities and expenses (including attorneys’ fees and amounts due under Article III) payable to each Lender, ratably among them in proportion to the aggregate of all such amounts; (iii) third, to the payment of that portion of the Non-U.S. EMEA Credit Party Obligations constituting accrued and unpaid interest on the EMEA Term Loan, ratably among the Lenders in proportion to the aggregate of all such amounts; (iv) fourth, pro rata to the payment of (A) that portion of the Non-U.S. EMEA Credit Party Obligations constituting unpaid principal of the EMEA Term Loans, ratably among the Lenders in proportion to the aggregate of all such amounts, (B) the amounts due to Secured Hedge Providers by Non-U.S. EMEA Credit Parties under Secured Hedge Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, and (C) the amounts due to Cash Management Banks by Non-U.S. EMEA Credit Parties under Secured Cash Management Agreements; (v) fifth, to the payment of all other Non-U.S. EMEA Credit Party Obligations of the Non-U.S. EMEA Credit Parties owing under or in respect of the Loan Documents, Secured Hedge Agreements and Cash Management Banks that are then due and payable to the Secured Creditors, ratably based upon the respective aggregate amounts of all such Non-U.S. EMEA Credit Party Obligations owing to them by Non-U.S. EMEA Credit Parties on such date; and (vi) finally, any remaining surplus after all of the Non-U.S. EMEA Credit Party Obligations have been paid in full, to the EMEA Borrower or to whomsoever shall be lawfully entitled thereto. Notwithstanding the foregoing, consistent with Section 2.22, (i) no Non-U.S. EMEA Credit Party shall be liable to pay or otherwise be liable, in whole or in part, for principal, interest, fees and other obligations of the U.S. Borrower or any U.S. Credit Party (including all U.S. Obligations) as a result of the exercise of remedies by the Administrative Agent or any Lender under this Section 8.03 or otherwise and (ii) no proceeds of Collateral of any Non-U.S. EMEA Credit Party shall be applied to the obligations of the U.S. Borrower or any U.S. Credit Party (including any U.S. Obligations). The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may reasonably request in writing, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Notwithstanding anything to the contrary in this Agreement or any other Loan Document it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the prepayment premium set forth in Section 2.13(g) (the “Prepayment Premium”) determined as of the date of acceleration will also be due and payable and will be treated and deemed as though the 2020 EMEA Term Loans were prepaid as of such
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-168- beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Credit Parties or any of their respective Subsidiaries. (b) Each Lender hereby further irrevocably authorizes the Administrative Agent on behalf of and for the benefit of the Lenders, to be the agent for and representative of the Lenders with respect to the Guaranty Agreements, the Security Documents, the Collateral and any other Loan Document. Each Lender irrevocably authorizes the Administrative Agent to accept, for and on behalf of the Lender, any parallel debt obligations with the Credit Parties pursuant to which the Administrative Agent shall have its own, independent right to demand payment of the amounts payable by each Credit Party in connection with the Obligations. Subject to Section 11.12, without further written consent or authorization from Lenders, the Administrative Agent may execute any documents or instruments necessary to (i) release any Lien (x) encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.12) have otherwise consented or (y) upon the termination of the Commitments and the payment in full (other than Hedging Obligations, Banking Services Obligations, contingent indemnification obligations and unasserted expense reimbursement obligations) of all Obligations and the expiration or termination of all Letters of Credit (other than those that have been Cash Collateralized or backstopped), (ii) subordinate any Lien (x) to the extent such subordination is expressly permitted under this Agreement or (y) to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.12) have otherwise consented, or (iii) release any Subsidiary Guarantor from a Guaranty Agreement (w) if all of the Equity Interests of such Subsidiary Guarantor owned by any Credit Party are sold in a sale permitted under the Loan Documents (including pursuant to a waiver or consent), (x) if such Subsidiary Guarantor becomes an Excluded Subsidiary in accordance with the terms of this Agreement, (y) upon the termination of the Commitments and the payment in full (other than contingent indemnification obligations and unasserted expense reimbursement obligations) of all Obligations and the expiration or termination of all Letters of Credit (other than those that have been Cash Collateralized or backstopped) or (z) with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.12) have otherwise consented. (c) Solely for the purposes of English law and (where applicable) Scots law, the Administrative Agent declares that pursuant to the terms of the UK Security Documents it shall hold the UK Security Property as security trustee for the UK Secured Parties on the terms contained in this Agreement and the UK Security Documents. Each of the parties to this Agreement acknowledges and agrees to such appointment of the Administrative Agent as security trustee and agrees that the Administrative Agent shall have only those duties, obligations and responsibilities expressly specified in this Agreement or in the UK Security Documents (and no others shall be implied). (d) Solely for the purposes of Irish law, the Administrative Agent declares that pursuant to the terms of the Irish Security Documents it shall hold the Irish Security Property as security trustee for the Irish Secured Parties on the terms contained in this Agreement and the Irish Security Documents. Each of the parties to this Agreement acknowledges and agrees to such appointment of the Administrative Agent as security trustee and agrees that the Administrative Agent shall have only those duties, obligations and responsibilities expressly specified in this Agreement or in the Irish Security Documents (and no others shall be implied). (e) Solely for the purposes of Swiss law: (i) The Administrative Agent shall:
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-169- (A) hold and administer any non-accessory Collateral (nicht-akzessorische Transaktionssicherheit) governed by Swiss law as indirect representative (indirekter Stellvertreter) in its own name but on behalf and for the benefit of the Secured Creditors; and (B) hold and administer any accessory Collateral (akzessorische Transaktionssicherheit) (e.g. a right of pledge) governed by Swiss law (a “Swiss Accessory Security”) for itself (including as creditor of any parallel debt obligations) and as direct representative (direkter Stellvertreter) in the name and on behalf of the Secured Creditors. (ii) Each Secured Creditor (other than the Administrative Agent) hereby appoints the Administrative Agent as its direct representative (direkter Stellvertreter) and authorises the Administrative Agent (whether or not by or through employees or agents):- (A) to accept, execute and deliver in its name and on its behalf as its direct representative (direkter Stellvertreter) any Security Documents creating a Swiss Accessory Security; (B) to accept, execute and deliver in its name and on its behalf as its direct representative (direkter Stellvertreter) any amendments, confirmations and/or alterations to any Security Documents creating a Swiss Accessory Security and to administer, exercise such rights, remedies, powers and discretions as are delegated to or conferred upon the Administrative Agent thereunder together with such powers and discretions as are reasonably incidental thereto; (C) to effect in its name and on its behalf as its direct representative (direkter Stellvertreter) any release of any Swiss Accessory Security created under any Security Documents in accordance with this Agreement; and (D) to take such other action in its name and on its behalf as its direct representative (direkter Stellvertreter) as may from time to time be authorized under or in accordance with the Loan Documents. (f) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrowers, the Administrative Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce any Guaranty Agreement, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Secured Creditors (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, 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 public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale. (g) Solely for the purpose of German law, (i) the Administrative Agent shall: (x) hold and administer any Security Documents governed by German law which is security assigned (Sicherungseigentum/Sicherungsabtretung) or otherwise transferred under a non-accessory security right (nicht-akzessorische Sicherheit) to it as
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-170- trustee (treuhänderisch) for the benefit of the Secured Creditors; and (y) administer any Security Document governed by German law which is pledged (Verpfändung) or otherwise transferred to any Secured Creditor under an accessory security right (akzessorische Sicherheit) as agent. (ii) Each Secured Creditor (other than the Administrative Agent) hereby authorises the Administrative Agent (whether or not by or through employees or agents): (x) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Administrative Agent under the Security Documents together with such powers and discretions as are reasonably incidental thereto; (y) to take such action on its behalf as may from time to time be authorised under or in accordance with the Security Documents; and (z) to accept and enter into as its attorney (Stellvertreter) any pledge or other creation of any accessory security right granted in favour of such Secured Creditor as security for the Obligations (other than U.S. Obligations) under German law and to agree to and execute on its behalf as its attorney (Stellvertreter) any amendments, confirmations and/or alterations to any Security Documents governed by German law which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such Security Documents. (iii) Each of the Secured Creditors (other than the Administrative Agent) hereby relieves the Administrative Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Secured Creditor. A Secured Creditor which is barred by its constitutional documents or by-laws from granting such exemption shall notify the Administrative Agent accordingly. (iv) Each Secured Creditor (other than the Administrative Agent) hereby ratifies and approves all acts and declarations previously done by the Administrative Agent on such Secured Creditor's behalf (including for the avoidance of doubt any declarations made by the Administrative Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of any Secured Creditor as future pledgee or otherwise). (v) Each of the Secured Creditors (other than the Administrative Agent) hereby authorises the Administrative Agent to (sub-)delegate any powers granted to it under this Section 9.01(f) to any attorney it may elect in its discretion and to xxxxx xxxxxx of attorney to any such attorney (including the exemption from self-dealing and representing several persons (in particular from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch) (in each case to the extent legally possible))." For greater certainty, and without limiting the powers of the Administrative Agent, each Lender, on its own behalf and on behalf of its Affiliates, hereby irrevocably appoints and authorizes the Administrative Agent to act as the hypothecary representative of the Secured Creditors (as contemplated in Article 2692 of the Civil Code of Québec) in order to enter into, to take and to hold, on their behalf and for their benefit, hypothecs granted by any Credit Party on property pursuant to the laws of the Province of Québec in order to secure obligations of any Credit Party hereunder or under any other Loan Document, Secured Cash Management Agreement or Secured Hedge Agreement and to exercise such powers and duties that are conferred upon the Administrative Agent thereunder. The execution by the Administrative Agent, acting as such hypothecary representative, prior to this Agreement of any deeds of hypothec is hereby ratified and confirmed. The constitution of the Administrative Agent as hypothecary representative shall be deemed to have been ratified and confirmed by (on its own behalf and on behalf of its Affiliates) each Person accepting an assignment of, a participation in or an arrangement in respect of, all or any portion of any Secured Creditors’ rights and obligations under this Agreement, the other Loan Documents, Secured Cash
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-179- (ii) the transaction exemption set forth in one or more PTEs, such as PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90- 1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, any Letters of Credit, the Commitments and this Agreement, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, any Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, any Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, any Letters of Credit, the Commitments and this Agreement, or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless 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, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Credit Party, that: (i) none of the Administrative Agent, the Lead Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto), (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, any Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other Person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, any Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of any Obligation), (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, any Letters
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-184- for the Administrative Agent and the Lenders, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the affected Persons, taken as a whole)); (vi) all the actual, reasonable and documented out-of-pocket costs and fees, expenses and disbursements of any external auditors, accountants, consultants or appraisers; and (vii) all the actual, reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, expenses and disbursements of external counsel and of any external appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral. Section 11.02 Indemnification. Each Credit Party agrees to indemnify the Administrative Agent, the Lead Arrangers, each LC Issuer, each Lender, and their respective Affiliates and their respective directors, officers employees and agents (collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses (other than lost profits), liabilities, claims, damages and reasonable and documented fees and expenses incurred by any of them as a result of, or arising out of, or in connection with any related transaction or any claim, investigation, litigation or other proceeding (whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or the U.S. Borrower or any of its Affiliates or shareholders) related to the entering into and/or performance of any Loan Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Loan Document or any of the other Transactions and to reimburse each such Indemnitee upon demand for any reasonable and documented fees and expenses, joint or several, incurred in connection with investigating or defending any of the foregoing, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other Governmental Authority having jurisdiction over it that is not in any way related to the entering into and/or performance of any Loan Document, including the reasonable documented fees, disbursements and other charges of one outside counsel for all Indemnitees, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and one additional counsel for all such Indemnitees, taken as a whole, in the event of an actual conflict incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses of any Indemnitee to the extent (A) arising from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or such Indemnitee’s Related Parties (but in the case of any agent, advisor or other representative, only to the extent such agent or advisor was acting at the direction of the applicable Indemnitee) or (y) a material breach by such Indemnitee or such Indemnitee’s Related Parties of their obligations under the Loan Documents, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction or (B) arising solely from a dispute among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent, Lead Arranger or similar role under the Loan Documents) not involving or resulting from any action or inaction of the U.S. Borrower or any of its Affiliates). To the extent that the undertaking to indemnify, pay or hold harmless any Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Credit Party shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law. For the avoidance of doubt, this Section 11.02 shall not apply to Taxes, except any Taxes that represent liabilities, losses, damages, penalties, claims, demands, costs and expenses arising from any non-Tax claims.
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-185- Section 11.03 Right of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Lender and each LC Issuer is hereby authorized at any time or from time to time, with or without presentment, demand, protest or other notice of any kind to any Credit Party or to any other Person, and to the fullest extent permitted by law, to set off and to appropriate and apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by such Lender or such LC Issuer (including by branches, agencies and Affiliates of such Lender or LC Issuer wherever located) to or for the credit or the account of any Credit Party against and on account of the Obligations and liabilities of any Credit Party to such Lender or LC Issuer under this Agreement or under any of the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether or not such Lender or LC Issuer shall have made any demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over promptly to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and LC Issuer agrees to promptly notify the U.S. Borrower after any such set off and application, provided, however, that the failure to give such notice shall not affect the validity of such set off and application. Section 11.04 Equalization. (a) Equalization. If at any time any Lender receives any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents, or otherwise) that is applicable to the payment of the principal of, or interest on, the Loans, LC Participations or Fees (other than Fees that are intended to be paid solely to the Administrative Agent or an LC Issuer and amounts payable to a Lender under Article III), of a sum that with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount. The provisions of this Section 11.04(a) shall not be construed to apply to (i) any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Outstandings to any assignee or participant, other than to the U.S. Borrower or any Subsidiary (as to which the provisions of this paragraph shall apply). (b) Recovery of Amounts. If any amount paid to any Lender pursuant to subpart (a) above is recovered in whole or in part from such Lender, such original purchase shall be rescinded, and the purchase price restored ratably to the extent of the recovery. (c) Consent of Borrowers. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect
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-188- (i) only deliver the forms described in Section 3.03(g) to the Lender granting it such participation, (ii) agree to be subject to the provisions of Sections 3.05(b) and 11.12(h) as if it were a Lender and (iii) not be entitled to receive any greater payment under Section 3.03 than the applicable Lender would have been entitled to receive absent the participation, except to the extent such entitlement to a greater payment arose from a Change in Law occurring after the participant became a participant hereunder and the Applicable Borrower consented to such participant. Notwithstanding the foregoing, no Lender shall knowingly grant a participation to any Person other than an Eligible Participant or Eligible Assignee if such grant of a participation to such Person together with the participations previously granted to such Person and known to the Lender exceed $3,000,000 in the aggregate. The Administrative Agent shall not be liable in the event that a participation in any Loan or Commitment is transferred or granted to any Restricted Participant or exceeds the threshold set forth in the foregoing sentence. In the event that any Lender sells participations in a Loan, such Lender shall, acting for this purpose as a non-fiduciary agent of the U.S. Borrower, maintain a register on which it enters the name of all participants in such Loan and the principal amount of (and stated interest on) the portion of such Loan that is the subject of the participation (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of the participation in question for all purposes of this Agreement notwithstanding any notice to the contrary. A Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of a Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Assignments by Lenders. (i) Any Lender may assign all, or if less than all, a fixed portion, of its Loans, LC Participations and/or Commitments (in each case together with a proportional interest in the Security Documents governed by Swedish law, if any) and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a Lender by execution of an Assignment Agreement; provided, however, that (A) except in the case of (x) an assignment of the entire remaining amount of the assigning Lender’s Loans and/or Commitments or (y) an assignment to another Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender, the aggregate amount of the Commitment so assigned (which for this purpose includes the Loans outstanding thereunder) shall not be less than $1,000,000 in the case of any assignment in respect of the Revolving Facility and $1,000,000 in the case of any assignment in respect of the Term Loans; (B) in the case of any assignment to an Eligible Assignee at the time of any such assignment the Lender Register shall be deemed modified to reflect the Commitments of such new Lender and of the existing Lenders; and
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-189- (C) upon surrender of the old Notes, if any, upon request of the new Lender, new Notes will be issued, at the U.S. Borrower’s expense, to such new Lender and to the assigning Lender, to the extent needed to reflect the revised Commitments. (ii) To the extent of any assignment pursuant to this subpart (c), the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. (iii) At the time of each assignment pursuant to this subpart (c), to a Person that is not already a Lender hereunder, the respective assignee Lender shall provide to the U.S. Borrower and the Administrative Agent the applicable Internal Revenue Service Forms and all other documentation described in Section 3.03(g). (iv) With respect to any Lender, the transfer of any Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative Agent (on behalf of and acting solely for this purpose as a non-fiduciary agent of the U.S. Borrower) with respect to ownership of such Commitment and Loans, including the name and address of the Lenders and the principal amount of the Loans (and stated interest thereon). Prior to such recordation, all amounts owing to the transferor with respect to such Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Lender Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment Agreement pursuant to this subpart (c). (v) Nothing in this Section shall prevent or prohibit (A) any Lender that is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank, central banking authority or to any Person that extends credit to such Lender in support of borrowings made by such Lender from such Federal Reserve Bank, central banking authority or such other Person, or (B) any Lender that is a trust, limited liability company, partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates or debt securities issued by it. No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder. (vi) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the U.S. Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each LC Issuer and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Revolving Facility Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
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-193- (i) no change, waiver or other modification shall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender; (B) extend or postpone any Revolving Facility Termination Date, any Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender; (C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates (y) any amendment or modification of defined terms used in financial covenants or (z) waiving the applicability of the MFN Protection or any mandatory prepayment (including, for the avoidance of doubt, Excess Cash Flow)), without the written consent of such Lender; (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees to which any Lender is entitled hereunder, without the written consent of such Lender; (F) amend or waive any of the conditions to funding set forth in Section 4.02 without the consent of the Required Revolving Lenders; and (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender affected thereby, (A) release any Borrower from any of its obligations hereunder; (B) release the U.S. Borrower from its guaranty obligations under Article X or release any Credit Party from any Guaranty Agreement, except, in the case of a Subsidiary Guarantor, (w) in accordance with a transaction permitted under this Agreement, (x) to the extent that the release of such Subsidiary Guarantor would not result in the release of Subsidiary Guarantors having a value, in the aggregate, that constitutes all or substantially all of the value, in the aggregate, of all Subsidiary Guarantors, collectively, (y) in the case of any U.S. Borrower Guarantor, to the extent that the release of such U.S. Borrower Guarantor would not result in the release of U.S. Borrower Guarantors having a value, in the aggregate, that constitutes all or substantially all of the value, in the aggregate, of the U.S. Borrower Guarantors, collectively or (z) subject to the Agreed Security Principles, as would not result in the release of Non-U.S. EMEA Credit Parties having a value, in the aggregate, that constitutes all or substantially all of the value, in the aggregate, of the Non- U.S. EMEA Credit Parties;
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-194- (C) release all or any substantial portion of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend, modify or waive any provision of this Section 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision explicitly required; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders”, “Required Revolving Lenders” or “Required 2020 EMEA Term Lenders”; (F) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement (other than as required with respect to the Holding Company Merger); or (G) amend, modify or waive any provision of Section 2.07(b), Section 2.14(b), Section 2.14(e) or Section 11.04 in a manner that would alter the pro rata sharing of payments required thereby. (iii) any amendment, change, waiver or other modification to the Fee Letter shall, in each case, be effective if in writing and signed by each of the parties thereto. Any waiver or consent with respect to this Agreement given or made in accordance with this Section shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby. (c) No provision of Article IX may be amended without the consent of the Administrative Agent. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section) waive the provisions of Section 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the capital stock of a Subsidiary Guarantor or whose stock is pledged pursuant to any Security Document, such capital stock (but not any proceeds thereof) shall be released from the applicable Security Documents and such Subsidiary shall be released from the applicable Guaranty Agreement; and (iii) the Administrative Agent is hereby irrevocably authorized by each Lender to take actions deemed appropriate by it in order to effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations.
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-195- Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) Notwithstanding anything to the contrary contained in this Section 11.12, (w) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Applicable Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and such Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents, (x) if following the Closing Date, the Administrative Agent and the Applicable Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof, (y) (i) the Required Revolving Lenders or the Administrative Agent or by the Administrative Agent acting at the written direction of the Required Revolving Lenders, on the one hand, and the U.S. Borrower, on the other hand, may amend, supplement or otherwise modify or waive any of the terms and provisions (and related definitions) of Section 7.07 and (ii) the Required Revolving Lenders and the Required 2020 EMEA Term Lenders or by the Administrative Agent acting at the written direction of the Required Revolving Lenders and the Required 2020 EMEA Term Lenders, on the one hand, and the Borrowers, on the other hand, may amend, supplement or otherwise modified or waive any of the terms and provisions (and related definitions) of Section 7.13 and/or Schedule 2 to Amendment No. 2 and (z) the Administrative Agent, New Parent and the Credit Parties shall be permitted to amend the Loan Documents to implement the amendments contemplated by Section 7.02(a)(ii) in connection with a Holding Company Merger and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (g) Notwithstanding the provisions of Section 11.12(a), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Credit Parties (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (h) If, in connection with any proposed amendment, modification, termination, waiver or consent with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”), then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse
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-196- (in accordance with the restrictions contained in Section 11.04(c)), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations; provided that (A) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Applicable Borrower (in the case of all other amounts, including in the case of any Non-Consenting Lender replaced in connection with a Repricing Event that occurs on or prior to the date that is six months following the Closing Date, a premium in an amount equal to 1.00% of the outstanding principal amount of the Term Loans of such Non-Consenting Lender that are the subject of such Repricing Event, any breakage compensation under Section 3.02 and any amounts accrued and owing to such Lender under Section 3.01(a)(i), Section 3.01(c), Section 3.03 or Section 3.04), and (B) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(h), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. Notwithstanding the foregoing, each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power of attorney shall be coupled with an interest) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.06 on behalf of a Non-Consenting Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.06. (i) Any Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent hereunder shall be restricted as set forth in the definition of “Required Lenders,” except that, subject to Section 11.12(a), (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that (A) by its terms affects any Defaulting Lender more adversely than other affected Lenders, (B) increases or extends the Commitment of any such Defaulting Lender, (C) reduces the principal of or the rate of interest for Loans of such Defaulting Lender, or fees or other amounts payable hereunder or under any other Loan Document to such Defaulting Lender or (D) amends or modifies any provision of this paragraph shall require the consent of such Defaulting Lender. (j) No Lender consent shall be required to effect an Additional Credit Extension Amendment entered into pursuant to Section 2.17, 2.18, 2.19, 2.20 or 2.21. In connection therewith, the Borrowers, the Administrative Agent and the Lenders providing the Incremental Term Loan Commitments, Incremental Revolving Credit Commitments, Extended Revolving Commitments, Refinancing Term Loans or Replacement Revolving Commitments, as applicable, may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 11.12(j) and this Section 11.12(j) shall supersede any provisions of this Agreement to the contrary. (k) In addition to any other consent required under this Section 11.12, none of the following provisions may be amended, terminated, waived or otherwise modified, and no other amendment may have the effect of amending, terminating, waiving or otherwise modifying any of the following provisions (a) to the extent adversely affecting any 2020 EMEA Term Lender, without the prior written consent of the Required 2020 EMEA Term Lenders: Section 2.13(b)(v), Section 2.13(c) (including without limitation the definitions of “Applicable Prepayment Portion”, “U.S. Prepayment Group” and “Non-U.S. Prepayment Group”), Section 2.13(d)(ii), Section 2.13(g)(ii), Section 7.13(b) and this Section 11.12(k), and (b) without the prior written consent of the Required 2020 EMEA Term Lenders: Section 6.10(g), Section 7.13 (other than clause (b) thereof) and Schedule 2 to Amendment No. 2.
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Annex B – Priming Facility Credit Agreement See Exhibit 10.1 filed herewith.
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Annex C – Priming Facility Intercreditor Agreement [See attached]
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-2- #4833-2026-5683 AGREEMENT In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: SECTION 1. Definitions. 1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings: “2020 EMEA Term Loans” has the meaning assigned to that term in the Revolving and Term Credit Agreement. “Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. “Acquired Debtor” means any Obligor or any Affiliate to any Obligor the Securities of which are the object of a Foreclosure. “Agreement” means this Super-Priority Intercreditor Agreement, as amended, extended, supplemented or otherwise modified from time to time. “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute. “Bankruptcy Law” means the Bankruptcy Code, the BIA, the CCAA, the English IA 1986, the English CA 2006 and any similar federal, state, provincial or foreign law for the relief of debtors, including the provisions of any corporate statute which provides for the compromise or arrangement of the claims of creditors or any class thereof. “BIA” means the Bankruptcy and Insolvency Act (Canada), as now and hereafter in effect, or any successor statute. “Borrower” has the meaning assigned to that term in the Recitals to this Agreement. “Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York and the State of Delaware or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close. “CCAA” means the Companies’ Creditors Arrangement Act (Canada), as now and hereafter in effect, or any successor statute. “Collateral” means all of the present and future assets and property of any Obligor, whether real, personal or mixed, constituting both Senior Collateral and Revolving and Term Loan Collateral.
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-3- #4833-2026-5683 “Comparable Revolving and Term Loan Collateral Document” means, in relation to any Collateral subject to any Lien created under any Senior Collateral Document, the Revolving and Term Loan Document that creates a Lien on the same Collateral, granted by the same Obligor. “DIP Financing” as defined in Section 6.1. “Discharge of Revolving and Term Loan Obligations” means: (a) payment in full in cash of (i) the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding), on all Indebtedness outstanding under the Revolving and Term Loan Documents and constituting Revolving and Term Loan Obligations, (ii) all amounts due with respect to Revolving and Term Loan Credit Agreement Other Obligations, and (iii) all Unpaid Drawings (as defined in the Revolving and Term Loan Credit Agreement); (b) payment in full in cash of all other Revolving and Term Loan Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); (c) termination or expiration of all commitments, if any, to extend credit that would constitute Revolving and Term Loan Obligations; and (d) termination or cash collateralization (in an amount and manner reasonably satisfactory to Revolving and Term Loan Administrative Agent, but in no event greater than 105% of the aggregate undrawn face amount) of all Letters of Credit. “Discharge of Senior Obligations” means, except to the extent otherwise expressly provided in Section 5.6 and Section 6.5: (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding), on all Indebtedness outstanding under the Senior Loan Documents and constituting Senior Obligations; (b) payment in full in cash of all other Senior Obligations that are due and payable or otherwise accrued and owing (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); and (c) termination or expiration of all commitments, if any, to extend credit that would constitute Senior Obligations. “Disposition” as defined in Section 5.1(a)(ii). “EMEA Term Loans” has the meaning assigned to that term in the Revolving and Term Credit Agreement. “Enforcement Action” means an action to:
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-4- #4833-2026-5683 (a) foreclose, execute, levy, or collect on, take possession or control of, sell or otherwise realize upon (judicially or non-judicially), or lease, license, or otherwise dispose of (whether publicly or privately), Collateral, or otherwise exercise or enforce remedial rights with respect to Collateral under the Senior Loan Documents or the Revolving and Term Loan Documents (including by way of setoff, recoupment, notification of a public or private sale or other disposition pursuant to the UCC, PPSA or other applicable law, notification to account debtors, notification to depositary banks under deposit account control agreements, or exercise of rights under landlord consents, if applicable); (b) solicit bids from third Persons to conduct the liquidation or disposition of Collateral or to engage or retain sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers, or other third Persons for the purposes of valuing, marketing, promoting, and selling Collateral; (c) to receive a transfer of Collateral in satisfaction of Indebtedness or any other Obligation secured thereby; (d) to otherwise enforce a security interest or exercise another right or remedy, as a secured creditor or otherwise, pertaining to the Collateral at law, in equity, or pursuant to the Senior Loan Documents or Revolving and Term Loan Documents (including the commencement of applicable legal proceedings or other actions with respect to all or any portion of the Collateral to facilitate the actions described in the preceding clauses, the filing or participation in the filing of, a petition for an Insolvency or Liquidation Proceeding with regard to Borrower or any other Obligor, and exercising voting rights in respect of equity interests comprising Collateral); (e) the Disposition of Collateral by any Obligor after the occurrence and during the continuation of an event of default under the Senior Loan Documents or the Revolving and Term Loan Documents with the consent of Senior Administrative Agent or Revolving and Term Loan Administrative Agent, as applicable; (f) the taking of any action or the exercise of any right or remedy with respect of the collection on, set-off against, marshalling of, injunction respecting or foreclose on the Collateral or the Proceeds thereof or credit bidding for any Collateral; or (g) the exercise of any right or remedy provided to a Senior Claimholder on account of a Lien under any of the Senior Collateral Documents or Senior Loan Documents, under applicable law, by self-help repossession, by notification to account obligors of any Guarantor, in an Insolvency or Liquidation Proceeding or otherwise, including the election to retain any of the Collateral in satisfaction of a Lien. “English CA 2006” means the Companies Xxx 0000, as now and hereafter in effect, or any successor statute. “English IA 1986” means the Insolvency Xxx 0000, as now and hereafter in effect, or any successor statute. “English Obligor” means an Obligor which is incorporated in England and Wales or whose centre of main interests (within the meaning of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast)) (or successor legislation relating to the same or a substantially similar concept) is in England and Wales.
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-5- #4833-2026-5683 “Governmental Authority” means any federal, state, provincial, territorial, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States of America, the United States of America, a province or territory of Canada, Canada, or a foreign entity or government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank). “Foreclosed Instruments” means the Securities issued by an Acquired Debtor subject to a Foreclosure. “Foreclosure” means, only in relation to the French Collateral Documents, the enforcement of any Lien (to the extent permitted under the relevant French Collateral Document) as a result of which the relevant Foreclosed Instruments are owned by, as the case may be, the Senior Administrative Agent, any Senior Claimholder, the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholder, following a private foreclosure or a judicial foreclosure in accordance with the relevant French Collateral Document. “French Collateral Document” means any Senior Collateral Document or any Revolving and Term Loan Collateral Documents governed by French Law. “Guarantors” as defined in the Recitals to this Agreement. “Indebtedness” means and includes all Obligations that constitute “Indebtedness” within the meaning of the Senior Credit Agreement or the Revolving and Term Loan Credit Agreement, as applicable. “Insolvency or Liquidation Proceeding” means: (a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Obligor; (b) any other voluntary or involuntary insolvency, reorganization, postponement of bankruptcy or bankruptcy case or proceeding, or any receivership, interim-receivership, administration, liquidation, reorganization or other similar case or proceeding with respect to any Obligor or with respect to all or a material portion of their respective assets; (c) any liquidation, administration, dissolution, reorganization or winding up of any Obligor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Obligor; and (e) with respect to any Obligor that is incorporated in Switzerland (a “Swiss Obligor”), that such Swiss Obligor is unable to or admits inability to pay its debts as they fall due (zahlungsunfähig), or is deemed to or declared to be unable to pay its debts, suspends or threatens to suspends making payments on any of its debts, is over-indebted (überschuldet), or (i) has initiated against it, (ii) it is legally obliged to initiate, or (iii) initiates: (A) bankruptcy proceedings (Konkurs), (B) proceedings leading to a provisional or a definitive composition moratorium (provisorische oder definitive Nachlassstundung), (C) proceedings leading to an emergency moratorium (Notstundung), (D) proceedings for a postponement of bankruptcy pursuant to article
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-6- #4833-2026-5683 725a of the Swiss Code of Obligations (Konkursaufschub) or (E) any proceedings pursuant to article 731b and/or article 819 of the Swiss Code of Obligations which lead to its dissolution or liquidation, or any proceeding having similar effects in force at that time. “Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge, hypothecation or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature thereof) and any option, trust (including statutory deemed trusts) or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities. “New Agent” as defined in Section 5.6. “New Senior Debt Notice” as defined in Section 5.6. “Obligations” means all obligations of every nature of each Obligor from time to time owed to any of the Senior Claimholders or Revolving and Term Loan Claimholders under the Senior Loan Documents or the Revolving and Term Loan Documents, whether for principal, interest, fees, expenses, indemnification or otherwise. “Obligors” means the Borrower, the Guarantors and each other Person that has or may from time to time hereafter execute and deliver a Senior Collateral Document or a Revolving and Term Loan Collateral Document as an “obligor”, a “mortgagor” or a “pledgor” (or the equivalent thereof). “Parent Guarantor” as defined in the Recitals hereto. “Pay-Over Amount” as defined in Section 6.3(b)(2). “Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities. “Pledged Collateral” as defined in Section 5.5(a). “Post-Petition Interest” means interest, fees, expenses and other charges that, pursuant to the Senior Credit Agreement or the Revolving and Term Loan Credit Agreement, continue to accrue after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest, fees, expenses and other charges are allowed or allowable under the Bankruptcy Law or in any such Insolvency or Liquidation Proceeding. “PPSA” means the Personal Property Security Act (Ontario), as such legislation may be amended, renamed or replaced from time to time, and includes all regulations from time to time under such legislation; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority or remedies with respect to the Senior Administrative Agent’s Lien on any Collateral is governed by the personal property security legislation as enacted and in effect in a jurisdiction other than the Province of Ontario, the term “PPSA” shall mean such personal property security legislation as enacted and in effect in such other jurisdiction solely for the purposes of the provisions thereof relating to such attachment, perfection, priority or remedies.
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-7- #4833-2026-5683 “Pro Rata Offer Amount” with respect to any DIP Financing under Section 6.1, means an amount, expressed as a percentage, of the “new money” principal amount of any DIP Financing which would be required to be allocated to lenders holding EMEA Term Loans (other than 2020 EMEA Term Loans) such that the participation by such lenders in such new money portion of such DIP Financing is on, or as near as possible to, a pro rata basis with the holders of U.S. Term Loans and 2020 EMEA Term Loans, taking into account the aggregate holdings under the Priming Facility Loans (including any roll-up thereof into the DIP Financing) held by U.S. and 2020 EMEA Term Lenders; provided that any determination of a lender’s holdings for purposes of the foregoing shall be on an aggregate basis, including any loans held by related lenders that are affiliated or managed funds or separately managed accounts. “Purchase Event” as defined in Section 5.7. “Recovery” as defined in Section 6.5. “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness, in exchange or replacement for, such Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings. “Revolving and Term Loan Adequate Protection Payments” as defined in Section 6.3(b)(2). “Revolving and Term Loan Administrative Agent” as defined in the Preamble of this Agreement. “Revolving and Term Loan Claimholders” means, at any relevant time, the holders of Revolving and Term Loan Obligations at that time (solely in their capacities as such), including the Revolving and Term Loan Lenders, the Revolving and Term Loan Credit Agreement Agent, any other agents under the Revolving and Term Loan Documents and any other Secured Creditor (as defined in the Revolving and Term Loan Credit Agreement). “Revolving and Term Loan Collateral” means all of the present and future assets and property of any Obligor, whether real, personal, movable, immovable or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any Revolving and Term Loan Obligations. “Revolving and Term Loan Collateral Documents” means the Security Documents (as defined in the Revolving and Term Loan Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted (or purported to be granted) securing any Revolving and Term Loan Obligations or under which rights or remedies with respect to such Liens are governed. “Revolving and Term Loan Credit Agreement” as defined in the Recitals to this Agreement. “Revolving and Term Loan Credit Agreement Other Obligations” means, collectively, (i) all obligations and other amounts due to Secured Hedge Providers (as defined in the Revolving and Term Loan Credit Agreement) under Secured Hedge Agreements (as defined in the Revolving and Term Loan Credit Agreement), and (ii) all obligations and other amounts due to Cash Management Banks (as defined in the Revolving and Term Loan Credit Agreement) under Secured Cash Management Agreements (as defined in the Revolving and Term Loan Credit Agreement),
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-8- #4833-2026-5683 “Revolving and Term Loan Documents” means the Revolving and Term Loan Credit Agreement and the other Loan Documents (as defined in the Revolving and Term Loan Credit Agreement) and all promissory notes, agreements, documents and instruments now or at any time hereafter executed and delivered by any of the Obligors or any other Person to, with or in favor of the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholder in connection therewith or related thereto, as all of the foregoing now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced in accordance with the terms hereof. “Revolving and Term Loan Lenders” means the “Lenders” under and as defined in the Revolving and Term Loan Credit Agreement. “Revolving and Term Loan Obligations” means all Obligations outstanding under the Revolving and Term Loan Credit Agreement and the other Revolving and Term Loan Documents and all Revolving and Term Loan Credit Agreement Other Obligations. “Revolving and Term Loan Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Revolving and Term Loan Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding. “Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing. “Senior Administrative Agent” as defined in the Preamble to this Agreement. “Senior Claimholders” means, at any relevant time, the holders of Senior Obligations at that time (solely in their capacities as such), including the Senior Lenders and the Senior Administrative Agent under the Senior Loan Documents. “Senior Collateral” means all of the present and future assets and property of any Obligor, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any Senior Obligations. “Senior Collateral Documents” means the Security Agreements and Security Documents (each as defined in the Senior Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted (or purported to be granted) securing any Senior Obligations or under which rights or remedies with respect to such Liens are governed. “Senior Credit Agreement” as defined in the Recitals to this Agreement. “Senior Lenders” means the “Lenders” under and as defined in the Senior Credit Agreement. “Senior Loan Documents” means (i) the Senior Credit Agreement and the other Loan Documents (as defined in the Senior Credit Agreement) and all promissory notes, agreements, documents and instruments now or at any time hereafter executed and delivered by any of the Obligors or any other Person to, with or in favor of the Senior Administrative Agent, Senior Administrative Agent or any Senior Claimholder in connection therewith or related thereto, as all of the foregoing now exist or may hereafter
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-9- #4833-2026-5683 be amended, modified, supplemented, extended, renewed, restated, replaced or Refinanced in accordance with the terms hereof. “Senior Loans” means the “Loans” under and as defined in the Senior Credit Agreement. “Senior Obligations” means the following: (a) all principal of, interest (including interest accruing after the filing of a petition, application or other originating process or commencement of a case by or with respect to a Obligor seeking relief under any applicable federal, state or provincial laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including the Bankruptcy Code, the CCAA, the BIA and any fraudulent transfer, fraudulent conveyance and transfer undervalue laws, whether or not the claim for such interest is allowed in such proceeding) and premium (including the Make-Whole Premium (as defined in the Senior Credit Agreement)), if any, on the Senior Loans and all fees, expenses, indemnities and other obligations owing, due or payable at any time by Borrower or any Guarantor to any Senior Claimholder under any Senior Loan Documents each payment required to be made by Borrower and the other Obligors under the Senior Loan Documents, interest thereon and obligations to provide cash collateral whether direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether existing by contract, operation of law or otherwise, in each case whether or not allowed or allowable in an Insolvency or Liquidation Proceeding. (b) To the extent any payment with respect to any Senior Obligation (whether by or on behalf of any Obligor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be a fraudulent conveyance, transfer undervalue or a preference in any respect, set aside or required to be paid to a debtor or debtor in possession, any Revolving and Term Loan Claimholders, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the Senior Claimholders and the Revolving and Term Loan Claimholders, be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent that any interest, fees, expenses or other charges (including Post-Petition Interest) to be paid pursuant to the Senior Loan Documents are disallowed by order of any court, including by order of a bankruptcy court in any Insolvency or Liquidation Proceeding, such interest, fees, expenses and charges (including Post-Petition Interest) shall, as between the Senior Claimholders and the Revolving and Term Loan Claimholders, be deemed to continue to accrue and be added to the amount to be calculated as the “Senior Obligations”. “Short Fall” as defined in Section 6.3(b)(2). “Soulte” means, in relation to any Enforcement Action occurring by way of Foreclosure, the amount by which the value of the Collateral the subject of that Foreclosure (as determined in accordance with the relevant French Collateral Document) exceeds the amount of the relevant Senior Obligations or Revolving and Term Loan Obligations secured under the corresponding French Collateral Document immediately before such Foreclosure occurred. “Standstill Period” as defined in Section 3.1. “Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of
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-11- #4833-2026-5683 the Revolving and Term Loan Administrative Agent, acting at the direction and on behalf of the Revolving and Term Loan Claimholders, hereby agrees that: (a) any Lien on the Collateral securing any Senior Obligations now or hereafter held by or on behalf of the Senior Administrative Agent or any Senior Claimholder or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any Revolving and Term Loan Obligations; (b) any Lien on the Collateral securing any Revolving and Term Loan Obligations now or hereafter held by or on behalf of the Revolving and Term Loan Administrative Agent, any Revolving and Term Loan Claimholder or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any Senior Obligations; and (c) all Liens on the Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Revolving and Term Loan Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of Borrower, any other Obligor or any other Person. It is acknowledged that (i) the aggregate amount of the Senior Obligations may be increased from time to time and (ii) the Senior Obligations may be extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the subordination of the Lien on the Collateral securing any Revolving and Term Loan Obligations hereunder or the provisions of this Agreement defining the relative rights of the Senior Claimholders and the Revolving and Term Loan Claimholders. The Revolving and Term Loan Administrative Agent, acting in its capacity as collateral agent (or pledgee) pursuant to the Revolving and Term Loan Collateral Documents and at the direction of the Revolving and Term Loan Claimholders, hereby approves and gives consent to the granting of any right of pledge under any Senior Collateral Document. 2.2 Prohibition on Contesting Liens; No Marshalling. Each of the Revolving and Term Loan Administrative Agent, for itself and on behalf of each Revolving and Term Loan Claimholder, and the Senior Administrative Agent, for itself and on behalf of each Senior Claimholder, agrees that it will not (and hereby waives any right to), directly or indirectly, contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the creation, attachment, priority, validity, perfection, nature (including whether a Lien is a fixed or floating charge) or enforceability of a Lien held, or purported to be held, by or on behalf of any of the Senior Claimholders in the Senior Collateral or by or on behalf of any of the Revolving and Term Loan Claimholders in the Revolving and Term Loan Collateral, as the case may be, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Senior Administrative Agent or any Senior Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Senior Obligations as provided in Sections 2.1 and 3.1 or provisions with respect to the exercise of remedies. Until the Discharge of Senior Obligations, neither the Revolving and Term Loan Administrative Agent nor any Revolving and Term Loan Claimholder will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor. The Revolving and Term Loan Administrative Agent, for itself and on behalf of each Revolving and Term Loan Claimholder, agrees that it will not (and hereby waives any right to), directly or indirectly, contest or support
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-14- #4833-2026-5683 Term Loan Administrative Agent or any Revolving and Term Loan Claimholder; provided, that any Proceeds received by the Senior Administrative Agent in excess of those necessary to achieve a Discharge of Senior Obligations are distributed in accordance with the UCC, the PPSA and other applicable law, subject to the relative priorities described herein. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the Senior Administrative Agent and the Senior Claimholders may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with or the consent of the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholder and regardless of any provision in the Revolving and Term Loan Documents or whether any such exercise is adverse to the interest of any Revolving and Term Loan Claimholder. Such exercise and enforcement shall include the rights of an agent, delegate, receiver or other applicable third party appointed by them or at their request to sell or otherwise dispose of Collateral upon foreclosure or enforcement, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC, the PPSA and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Revolving and Term Loan Administrative Agent and any Revolving and Term Loan Claimholder may: (1) file a claim or statement of interest with respect to the Revolving and Term Loan Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against Borrower or any other Obligor; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the Senior Obligations, or the rights of any Senior Administrative Agent or the Senior Claimholders to exercise remedies in respect thereof and not otherwise in contravention of the terms of this Agreement) in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Revolving and Term Loan Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any proposal, plan of reorganization, compromise or arrangement that is consistent in all respects with Section 6.11; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); and (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the Super-Priority Collateral Agent or any other Senior Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Revolving and Term Loan Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of Senior Obligations. The Revolving and Term Loan Administrative Agent, on behalf of itself and the Revolving and Term Loan Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in
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-15- #4833-2026-5683 connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of Senior Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Obligations has occurred, except as expressly provided in Sections 3.1(a), 6.3(b) and this Section 3.1(c), the sole right of the Revolving and Term Loan Administrative Agent and the Revolving and Term Loan Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Revolving and Term Loan Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Obligations has occurred. (d) Subject to Sections 3.1 (a) and (c) and Section 6.3(b): (1) the Revolving and Term Loan Administrative Agent, for itself and on behalf of the Revolving and Term Loan Claimholders, agrees that the Revolving and Term Loan Administrative Agent and the Revolving and Term Loan Claimholders will not take any action that would hinder any exercise of remedies under the Senior Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) the Revolving and Term Loan Administrative Agent, for itself and on behalf of the Revolving and Term Loan Claimholders, hereby waives any and all rights it or the Revolving and Term Loan Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the Senior Administrative Agent or the Senior Claimholders seek to enforce or collect the Senior Obligations or the Liens securing the Senior Obligations granted in any of the Senior Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the Senior Administrative Agent or Senior Claimholders is adverse to the interest of the Revolving and Term Loan Claimholders; (3) the Revolving and Term Loan Administrative Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Revolving and Term Loan Collateral Documents or any other Revolving and Term Loan Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the Senior Administrative Agent or the Senior Claimholders with respect to the Collateral as set forth in this Agreement and the Senior Loan Documents; and (4) the Revolving and Term Loan Administrative Agent hereby acknowledges and agrees that it will, at the request of the Senior Administrative Agent or any Senior Claimholder or any agent, delegate or receiver appointed by or at the request of the Senior Administrative Agent or any Senior Claimholder, join in such documents or otherwise take such action as may be reasonably required by the Senior Administrative Agent or such Senior Claimholder or such agent, delegate or receiver to facilitate the disposal of any asset subject to a Lien whether or not there will be any balance of proceeds available for the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholder arising from that disposal. (e) Except as specifically set forth herein, the Revolving and Term Loan Administrative Agent and the Revolving and Term Loan Claimholders may exercise rights and remedies as unsecured creditors against Borrower or any other Obligor that has guaranteed or granted Liens to secure the Revolving and Term Loan Obligations in accordance with the terms of the Revolving and Term Loan Documents and applicable law (other than initiating or joining in an involuntary Insolvency or Liquidation Proceeding under the Bankruptcy Code with respect to any
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-19- #4833-2026-5683 hereby irrevocably constitutes and appoints the Senior Administrative Agent and any officer or agent of the Senior Administrative Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Revolving and Term Loan Administrative Agent or such holder or in the Senior Administrative Agent’s own name, from time to time in the Senior Administrative Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release. This power is coupled with an interest and is irrevocable until the Discharge of Senior Obligations. (c) Until the Discharge of Senior Obligations occurs, to the extent that the Senior Administrative Agent or the Senior Claimholders (i) have released any Lien on Collateral or any Guarantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new first priority liens or additional guarantees from any Guarantor, then the Revolving and Term Loan Administrative Agent, for itself and for the Revolving and Term Loan Claimholders, shall be granted a Lien on any such Collateral, subject to the lien subordination provisions of this Agreement, and an additional guaranty, as the case may be. 5.2 Insurance. Unless and until the Discharge of Senior Obligations has occurred, the Senior Administrative Agent and the Senior Claimholders shall have the sole and exclusive right, subject to the rights of the Obligors under the Senior Loan Documents, to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral. Unless and until the Discharge of Senior Obligations has occurred, and subject to the rights of the Obligors under the Senior Loan Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of the Collateral shall be paid to the Senior Administrative Agent for the benefit of the Senior Claimholders pursuant to the terms of the Senior Loan Documents and thereafter, to the extent the Discharge of Senior Obligations shall have occurred, and subject to the rights of the Obligors under the Revolving and Term Loan Documents, to the Revolving and Term Loan Administrative Agent for the benefit of the Revolving and Term Loan Claimholders to the extent required under the Revolving and Term Loan Documents and applicable law and then, to the extent the Discharge of Revolving and Term Loan Obligations shall have occurred, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of Senior Obligations has occurred, if the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust (or on separate account) and forthwith pay such proceeds over to the Senior Administrative Agent in accordance with the terms of Section 4.2. 5.3 Amendments to Senior Loan Documents and Revolving and Term Loan Documents. (a) The Senior Loan Documents may be amended, supplemented or otherwise modified in accordance with their terms and the Senior Credit Agreement may be Refinanced, in each case, without notice to, or the consent of the Revolving and Term Loan Administrative Agent or the Revolving and Term Loan Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided that (i) the holders of any Refinancing debt bind themselves in a writing addressed to the Revolving and Term Loan Administrative Agent and the Revolving and Term Loan Claimholders to the terms of this Agreement and (ii) any amendment, supplement or modification shall not, without the consent of the Revolving and Term Loan Administrative
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-20- #4833-2026-5683 Agent acting at the direction of “Required Lenders” under the Revolving and Term Loan Credit Agreement: (1) increase the “Applicable Margin” or similar component of the interest rate by more than 3% per annum (excluding increases resulting from the accrual of interest at the default rate); or (2) increase the principal amount of the Senior Obligations (other than as a result of interest paid in kind) to exceed $325,000,000. (b) The Revolving and Term Loan Documents may be amended, supplemented or otherwise modified in accordance with their terms in each case, without notice to, or the consent of the Senior Administrative Agent or the Senior Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided that any amendment, supplement or modification shall not, without the consent of the Senior Administrative Agent acting at the direction of “Required Lenders” under the Senior Credit Agreement: (1) increase the “Applicable Margin” or similar component of the interest rate by more than 3% per annum (excluding increases resulting from the accrual of interest at the default rate); (2) shorten the scheduled maturity of any Revolving and Term Loan Obligation; (3) modify (or have the effect of a modification of) the prepayment or Event of Default provisions of the Revolving and Term Loan Credit Agreement; or (4) amend or modify any Revolving and Term Loan Document in a manner that is inconsistent with this Agreement. (c) In the event the Senior Administrative Agent or any Senior Claimholder and the relevant Obligor enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Administrative Agent with respect to the Collateral, such Senior Claimholder, Borrower or any other Obligor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Revolving and Term Loan Credit Agreement and the Comparable Revolving and Term Loan Collateral Documents without the consent of the Revolving and Term Loan Administrative Agent or the Revolving and Term Loan Claimholder and without any action by the Revolving and Term Loan Administrative Agent, Borrower or any other Obligor, provided that, (A) no such amendment, waiver or consent shall apply automatically to any comparable provision of the Revolving and Term Loan Credit Agreement and the Comparable Revolving and Term Loan Collataral Documents if it has the effect of (i) removing assets subject to the Lien of the Revolving and Term Loan Collateral Documents, except to the extent that a release of such Lien is permitted by Section 5.1 of this Agreement and provided that there is a corresponding release of the Lien securing the Senior Obligations, (ii) imposing duties on the Revolving and Term Loan Administrative Agent without its consent or (iii) permitting other Liens on the Collateral not permitted under the terms of the Revolving and Term Loan Documents or Section 6 hereof and (B) notice of such amendment, waiver or consent shall have been given to the Revolving and Term Loan Administrative Agent by Borrower within ten (10) Business Days after the effective date of such amendment, waiver or consent.
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-25- #4833-2026-5683 participate in any such DIP Financing pursuant to an agreement with the Revolving and Term Loan Claim- holders who hold EMEA Term Loans (other than 2020 EMEA Term Loans), then the Revolving and Term Loan Claimholders who hold 2020 EMEA Term Loans will be offered the right to participate in such DIP Financing on the same terms on a pro rata basis (as reasonably determined by the parties acting in good faith) with the Revolving and Term Loan Claimholders who hold U.S. Loans. No Revolving and Term Loan Claimholder, acting in such capacity, may provide DIP Financing to a Borrower or other Obligor or support or otherwise consent to any Cash Collateral use or DIP Financing to which the Senior Claimholders have objected, not consented, or otherwise contested. The Revolving and Term Loan Administrative Agent, on behalf of the Revolving and Term Loan Claimholders, agrees that: (i) it will raise no objection or oppose a motion to sell or otherwise dispose of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code, Section 36 of the CCAA, Section 65.13 of the BIA or any similar provision under any Bankruptcy Law if the requisite Senior Claimholders have consented to such sale or disposition of such assets; and (ii) that it will raise no objection or oppose any exercise by the requisite Senior Claimholders of the right to credit bid Senior Obligations at any sale of the Senior Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. 6.2 Relief from the Automatic Stay or any other Stay. Until the Discharge of Senior Obligations has occurred, the Revolving and Term Loan Administrative Agent, on behalf of itself and the Revolving and Term Loan Claimholders, agrees that none of them shall: (i) seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral, without the prior written consent of the Senior Administrative Agent or (ii) oppose any request by the Senior Administrative Agent for relief from such stay. 6.3 Adequate Protection. (a) The Revolving and Term Loan Administrative Agent, on behalf of itself and the Revolving and Term Loan Claimholders, agrees that none of them shall contest (or support any other Person contesting): (1) any request by the Senior Administrative Agent or the Senior Claimholders for “adequate protection” under any Bankruptcy Law; (2) any objection by the Senior Administrative Agent or the Senior Claimholders to any motion, relief, action or proceeding based on the Senior Administrative Agent or the Senior Claimholders claiming a lack of adequate protection; or (3) the payment of interest fees, expenses or other amounts to the Senior Administrative Agent or any other Senior Claimholder under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. (b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding: (1) if the Senior Claimholders (or any subset thereof) are granted adequate protection in the form of additional or replacement collateral in connection with any Cash Collateral use or DIP Financing, then the Revolving and Term Loan Administrative Agent, on behalf of itself or any of the Revolving and Term Loan Claimholders, may seek or request adequate protection in the form of a Lien on such additional or replacement Collateral, which Lien will be subordinated to the adequate protection and other Liens securing the Senior Obligations and such Cash Collateral use or DIP Financing (and all
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-26- #4833-2026-5683 Obligations relating thereto) on the same basis as the other Liens securing the Revolving and Term Loan Obligations are so subordinated to the Senior Obligations under this Agreement; and (2) the Revolving and Term Loan Administrative Agent and Revolving and Term Loan Claimholders shall only be permitted to seek adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding in the form of (A) additional collateral; provided that, as adequate protection for the Senior Obligations, the Senior Administrative Agent, on behalf of the Senior Claimholders, is also granted a Lien on such additional collateral senior to that granted to the Revolving and Term Loan Claimholders; (B) replacement Liens on the Collateral; provided that, as adequate protection for the Senior Obligations, the Senior Administrative Agent, on behalf of the Senior Claimholders, is also granted replacement Liens on the Collateral senior to that granted to the Revolving and Term Loan Claimholders; (C) an administrative expense claim; provided that, as adequate protection for the Senior Obligations, the Senior Administrative Agent, on behalf of the Senior Claimholders, is also granted an administrative expense claim which is senior and prior to the administrative expense claim of the Revolving and Term Loan Administrative Agent and the Revolving and Term Loan Claimholders and the Revolving and Term Loan Administrative Agent on behalf of itself and each of the Revolving and Term Loan Claimholders agrees, pursuant to Section 1129(a)(9) of the Bankruptcy Code, that any such junior superpriority administrative expense claims (including any claim arising under Section 507(b) of the Bankruptcy Code) granted to the Revolving and Term Loan Claimholders as adequate protection in accordance with this Section 6.3 may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims; and (D) cash payments with respect to interest on the Revolving and Term Loan Obligations and fees or other amounts due and owing to the Revolving and Term Loan Administrative Agent in its capacity as such; provided that (1) as adequate protection for the Senior Obligations, the Senior Administrative Agent, on behalf of the Senior Claimholders, is also granted cash payments with respect to interest on the Senior Obligations and similar fees and other amounts owing to the Senior Administrative Agent and (2) in the case of interest payments, such cash payments do not exceed an amount equal to the interest accruing on the principal amount of Revolving and Term Loan Obligations outstanding on the date such relief is granted at the interest rate under the Revolving and Term Loan Documents and accruing from the date the Revolving and Term Loan Administrative Agent is granted such relief. If any Revolving and Term Loan Claimholder receives post-petition interest and/or adequate protection payments in an Insolvency or Liquidation Proceeding (“Revolving and Term Loan Adequate Protection Payments”), and the Senior Claimholders do not receive payment in full in cash of all Senior Obligations upon the effectiveness of the plan of reorganization for, or conclusion of, that Insolvency or Liquidation Proceeding, then, each Revolving and Term Loan Claimholders shall, if requested by the Senior Administrative Agent at the direction of the Required Lenders, pay over to the Senior Claimholders an amount (the “Pay-Over Amount”) equal to the lesser of (i) the Revolving and Term Loan Adequate Protection Payments received by such Revolving and Term Loan Claimholders and (ii) the amount of the short-fall (the “Short Fall”) in payment in full of the Senior Obligations; provided that to the extent any portion of the Short Fall represents payments received by the Senior Claimholders in the form of promissory notes, equity or other property, equal in value to the cash paid in respect of the Pay-Over Amount, the Senior Claimholders shall, upon receipt of the Pay-Over Amount, transfer those promissory notes, equity or other property, pro rata, equal in value to the cash paid in respect of the Pay-Over
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-27- #4833-2026-5683 Amount to the applicable Revolving and Term Loan Claimholders in exchange for the Pay- Over Amount. Notwithstanding anything herein to the contrary, the Senior Claimholders shall not be deemed to have consented to, and expressly retain their rights to object to the grant of adequate protection in the form of cash payments to the Revolving and Term Loan Claimholders made pursuant to the foregoing Section 6.3(b). (c) The Revolving and Term Loan Administrative Agent, for itself and on behalf of the other Revolving and Term Loan Claimholders, agrees that notice of a hearing to approve DIP Financing or use of Cash Collateral on an interim basis shall be adequate if delivered to the Revolving and Term Loan Administrative Agent at least two (2) Business Days in advance of such hearing and that notice of a hearing to approve DIP Financing or use of Cash Collateral on a final basis shall be adequate if delivered to the Revolving and Term Loan Administrative Agent at least fourteen (14) days in advance of such hearing. 6.4 No Waiver. Subject to Sections 3.1(a) and (c) and 6.7(b), nothing contained herein shall prohibit or in any way limit the Senior Administrative Agent or any Senior Claimholder from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Revolving and Term Loan Administrative Agent or any of the Revolving and Term Loan Claimholders, including the seeking by the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholders of adequate protection or the asserting by the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholders of any of its rights and remedies under the Revolving and Term Loan Documents or otherwise. 6.5 Avoidance Issues. If any Senior Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower or any other Obligor any amount paid in respect of Senior Obligations (a “Recovery”), then such Senior Claimholders shall be entitled to a reinstatement of Senior Obligations with respect to all such recovered amounts, and from and after the date of such reinstatement the Discharge of Senior Obligations shall be deemed not to have occurred for all purposes hereunder. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. Upon any such reinstatement of Senior Obligations, each Revolving and Term Loan Claimholder will deliver to the Senior Administrative Agent any Collateral or Proceeds thereof received between the Discharge of the Senior Obligations and their reinstatement in accordance with Section 4.2. No Revolving and Term Loan Claimholder may benefit from a Recovery, and any distribution made to a Revolving and Term Loan Claimholder as a result of a Recovery will paid over to the Senior Administrative Agent for application to the Senior Obligations in accordance with Section 4.1. 6.6 Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a proposal, plan of reorganization, compromise or arrangement or similar dispositive restructuring plan, both on account of Senior Obligations and on account of Revolving and Term Loan Obligations, then, to the extent the debt obligations distributed on account of the Senior Obligations and on account of the Revolving and Term Loan Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. 6.7 Post-Petition Interest. Neither the Revolving and Term Loan Administrative Agent nor any Revolving and Term Loan Claimholder shall oppose or seek to challenge any claim by the Senior Administrative Agent or any Senior Claimholder for allowance in any Insolvency or Liquidation Proceeding of Senior Obligations consisting of Post-Petition Interest to the extent of the value of any Senior
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-28- #4833-2026-5683 Claimholder’s Lien, without regard to the existence of the Lien of the Revolving and Term Loan Administrative Agent on behalf of the Revolving and Term Loan Claimholders on the Collateral. Neither the Senior Administrative Agent nor any Senior Claimholder shall oppose or seek to challenge any claim by the Revolving and Term Loan Credit Agreement Administrative Agent or any Revolving and Term Loan Credit Agreement Claimholder for allowance in any Insolvency or Liquidation Proceeding of Revolving and Term Loan Credit Agreement Obligations consisting of Post-Petition Interest to the extent of the value of any Revolving and Term Loan Credit Agreement Claimholder’s Lien, after taking into account the amount of the Senior Obligations. 6.8 Waiver. The Revolving and Term Loan Administrative Agent, for itself and on behalf of the Revolving and Term Loan Claimholders: (a) waives any claim it may hereafter have against any Senior Claimholder arising out of the election of any Senior Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code (or similar provision in any other Bankruptcy Law), and/or out of any cash collateral or financing arrangement or out of any grant of a security interest in connection with the Collateral in any Insolvency or Liquidation Proceeding so long as such actions are not in express contravention of the terms of this Agreement; (b) waives any right to assert or enforce any claim under Section 506(c) or 552 of the Bankruptcy Code (or similar provision in any other Bankruptcy Law) as against Senior Claimholders or any of the Collateral to the extent securing the Senior Obligations; and (c) solely in its capacity as a holder of a Lien on Collateral, waives any claim or cause of action that any Obligor may have against any Senior Claimholder, except to the extent arising from a breach by such Senior Claimholder of the provisions of this Agreement. 6.9 Separate Grants of Security and Separate Classification. The Revolving and Term Loan Administrative Agent, for itself and on behalf of the Revolving and Term Loan Claimholders, and the Senior Administrative Agent for itself and on behalf of the Senior Claimholders, acknowledges and agrees that: (a) the grants of Liens pursuant to the Senior Collateral Documents and the Revolving and Term Loan Collateral Documents constitute two separate and distinct grants of Liens; (b) the Senior Obligations include all interest, fees, and expenses that accrue after the commencement of any Insolvency or Liquidation Proceeding of any Obligor at the rate provided for in the Senior Loan Documents governing the same, whether or not a claim for Post-Petition Interest, fees, or expenses is allowed or allowable in any such Insolvency or Liquidation Proceeding; and (c) because of, among other things, their differing rights in the Collateral, the Revolving and Term Loan Obligations are fundamentally different from the Senior Obligations and must be separately classified in any proposal, plan of reorganization or similar dispositive restructuring plan proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the Senior Claimholders and the Revolving and Term Loan Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and
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-30- #4833-2026-5683 legality, completeness, collectibility or enforceability of any of the Revolving and Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Revolving and Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Revolving and Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Revolving and Term Loan Administrative Agent, on behalf of itself and the Revolving and Term Loan Obligations, acknowledges and agrees that the Senior Administrative Agent and the Senior Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Senior Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Senior Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Revolving and Term Loan Administrative Agent and the Revolving and Term Loan Claimholders shall have no duty to the Senior Administrative Agent or any of the Senior Claimholders, and the Senior Administrative Agent and the Senior Claimholders shall have no duty to the Revolving and Term Loan Administrative Agent or any of the Revolving and Term Loan Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Borrower or any other Obligor (including the Senior Loan Documents and the Revolving and Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with. 7.3 No Waiver of Lien Priorities. (a) No right of the Senior Claimholders, the Senior Administrative Agent or any of them to enforce any provision of this Agreement or any Senior Loan Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of Borrower or any other Obligor or by any act or failure to act by any Senior Claimholder or the Senior Administrative Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Senior Loan Documents or any of the Revolving and Term Loan Documents, regardless of any knowledge thereof which the Senior Administrative Agent or the Senior Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph, the Senior Claimholders, the Senior Administrative Agent and any of them may, at any time and from time to time in accordance with the Senior Loan Documents and/or applicable law, without the consent of, or notice to, the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholders, without incurring any liabilities to the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholders is affected, impaired or extinguished thereby) do any one or more of the following: (1) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Senior Obligations or any Lien on any Senior Collateral or guaranty thereof or any liability of Borrower or any other Obligor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Senior Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the
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-31- #4833-2026-5683 Senior Administrative Agent or any of the Senior Claimholders, the Senior Obligations or any of the Senior Loan Documents; (2) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Senior Collateral or any liability of Borrower or any other Obligor to the Senior Claimholders or the Senior Administrative Agent, or any liability incurred directly or indirectly in respect thereof; (3) settle or compromise any Senior Obligation or any other liability of Borrower or any other Obligor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the Senior Obligations) in any manner or order; and (4) exercise or delay in or refrain from exercising any right or remedy against Borrower or any security or any other Obligor or any other Person, elect any remedy and otherwise deal freely with Borrower, any other Obligor or any Senior Collateral and any security and any guarantor or any liability of Borrower or any other Obligor to the Senior Claimholders or any liability incurred directly or indirectly in respect thereof. (c) The Revolving and Term Loan Administrative Agent, on behalf of itself and the Revolving and Term Loan Claimholders, also agrees that the Senior Claimholders and the Senior Administrative Agent shall have no liability to the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholders, and the Revolving and Term Loan Administrative Agent, on behalf of itself and the Revolving and Term Loan Claimholders, hereby waives any claim against any Senior Claimholder or the Senior Administrative Agent, arising out of any and all actions which the Senior Claimholders or the Senior Administrative Agent may take or permit or omit to take with respect to: (1) the Senior Loan Documents (other than this Agreement); (2) the collection of the Senior Obligations; or (3) the foreclosure upon, or sale, liquidation or other disposition of, any Senior Collateral. The Revolving and Term Loan Administrative Agent, on behalf of itself and the Revolving and Term Loan Claimholders, agrees that the Senior Claimholders and the Senior Administrative Agent have no duty to them in respect of the maintenance or preservation of the Senior Collateral, the Senior Obligations or otherwise. (d) Until the Discharge of Senior Obligations, the Revolving and Term Loan Administrative Agent, on behalf of itself and the Revolving and Term Loan Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law. 7.4 Obligations Unconditional. All rights, interests, agreements and obligations of the Senior Administrative Agent and the Senior Claimholders and the Revolving and Term Loan Administrative Agent and the Revolving and Term Loan Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:
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-33- #4833-2026-5683 (b) with respect to the Revolving and Term Loan Administrative Agent, the Revolving and Term Loan Claimholders and the Revolving and Term Loan Obligations, upon the earlier of (1) the date of Discharge of Senior Obligations, subject to Section 5.6 and the rights of the Senior Claimholders under Section 6.5 and (2) the date of Discharge of Revolving and Term Loan Obligations. 8.3 Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement by the Revolving and Term Loan Administrative Agent or the Senior Administrative Agent shall be deemed to be made unless the same shall be in writing signed on behalf of each party hereto, in each case acting at the written direction of the requisite Senior Claimholders or Revolving and Term Loan Claimholders, as applicable, or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, Borrower shall not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement. 8.4 Information Concerning Financial Condition of Borrower and their Subsidiaries and Events under the Loan Documents. (a) The Senior Administrative Agent and the Senior Claimholders, on the one hand, and the Revolving and Term Loan Claimholders and the Revolving and Term Loan Administrative Agent, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition of Borrower and their Subsidiaries and all endorsers and/or guarantors of the Senior Obligations or the Revolving and Term Loan Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Senior Obligations or the Revolving and Term Loan Obligations. The Senior Administrative Agent and the Senior Claimholders shall have no duty to advise the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event the Senior Administrative Agent or any of the Senior Claimholders, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholder, it or they shall be under no obligation: (1) to make, and the Senior Administrative Agent and the Senior Claimholders shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided; (2) to provide any additional information or to provide any such information on any subsequent occasion; (3) to undertake any investigation; or (4) to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. (b) Notwithstanding anything else contained herein, the Senior Administrative Agent and the Senior Claimholders, on the one hand, and the Revolving and Term Loan Claimholders and the Revolving and Term Loan Administrative Agent, on the other hand, shall provide written notice to such other party within five (5) Business Days of receipt of notice of the occurrence of any of the following under, respectively, the Senior Loan Documents and the Revolving and Term Loan
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-34- #4833-2026-5683 Documents, as applicable: (i) a notice of default or Event of Default to the extent occurring after the date hereof; (ii) any written amendment or modification; and (iii) any written waiver, consent and/or agreement to forbear (provided that the failure to provide such notice shall not affect the rights of the Senior Administrative Agent and the Revolving and Term Loan Administrative Agent hereunder nor create any liability on the part of either agent). 8.5 Subrogation. With respect to the value of any payments or distributions in cash, property or other assets that any of the Revolving and Term Loan Claimholders or the Revolving and Term Loan Administrative Agent pays over to the Senior Administrative Agent or the Senior Claimholders under the terms of this Agreement, the Revolving and Term Loan Claimholders and the Revolving and Term Loan Administrative Agent shall be subrogated to the rights of the Senior Administrative Agent and the Senior Claimholders; provided that, the Revolving and Term Loan Administrative Agent, on behalf of itself and the Revolving and Term Loan Claimholders, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Senior Obligations has occurred. Borrower acknowledges and agrees that the value of any payments or distributions in cash, property or other assets received by the Revolving and Term Loan Administrative Agent or the Revolving and Term Loan Claimholders that are paid over to the Senior Administrative Agent or the Senior Claimholders pursuant to this Agreement shall not reduce any of the Revolving and Term Loan Obligations. 8.6 Application of Payments. All payments received by the Senior Administrative Agent or the Senior Claimholders may be applied, reversed and reapplied, in whole or in part, to such part of the Senior Obligations provided for in the Senior Loan Documents. The Revolving and Term Loan Administrative Agent, on behalf of itself and the Revolving and Term Loan Claimholders, assents to any extension or postponement of the time of payment of the Senior Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security which may at any time secure any part of the Senior Obligations and to the addition or release of any other Person primarily or secondarily liable therefor. 8.7 SUBMISSION TO JURISDICTION; WAIVERS. (a) SUBJECT TO CLAUSE (5) BELOW, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO SHALL BE BROUGHT IN ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, IN ANY STATE COURT LOCATED IN THE CITY AND COUNTY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY: (1) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS (OTHER THAN WITH RESPECT TO ACTIONS BY THE SENIOR ADMINISTRATIVE AGENT OR REVOLVING AND TERM LOAN ADMINISTRATIVE AGENT IN RESPECT OF RIGHTS UNDER ANY SENIOR COLLATERAL DOCUMENT OR REVOLVING AND TERM LOAN COLLATERAL DOCUMENT GOVERNED BY LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK OR WITH RESPECT TO ANY COLLATERAL SUBJECT THERETO); (2) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;
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-35- #4833-2026-5683 (3) AGREES THAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.8; (4) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (5) AGREES THAT THE SENIOR ADMINISTRATIVE AGENT, SENIOR LENDERS, THE REVOLVING AND TERM LOAN ADMINISTRATIVE AGENT AND REVOLVING AND TERM LOAN LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY OBLIGOR IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY SENIOR COLLATERAL DOCUMENT OR REVOLVING AND TERM LOAN COLLATERAL DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT. (b) EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. (c) EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE; MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.7(C) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. (d) EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER SENIOR LOAN DOCUMENT OR REVOLVING AND TERM LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.
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-38- #4833-2026-5683 the Revolving and Term Loan Obligations under the Senior Loan Documents and the Revolving and Term Loan Documents, respectively, after the date hereof to contemporaneously become a party hereto (as an Obligor) by executing and delivering a joinder agreement (in form and substance satisfactory to Senior Administrative Agent) to Senior Administrative Agent.
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[Super-Priority Intercreditor Agreement] #4833-2026-5683 Revolving and Term Loan Administrative Agent KEYBANK NATIONAL ASSOCIATION, as Revolving and Term Loan Administrative Agent, By: Name: Title: Address for Notices: 0000 Xxxxxxxx Xxxx Mail Code: OH-01-49-0362 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx X. Xxxxxx Email: xxxxx_xxxxxxxxx@xxxxxxx.xxx with copy to xxxx_xxxxxx@xxxxxxx.xxx
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[Super-Priority Intercreditor Agreement] #4833-2026-5683 ACKNOWLEDGMENT Each of the undersigned hereby acknowledges that it has received a copy of the foregoing Super-Priority Intercreditor Agreement (the “Intercreditor Agreement”) and consents thereto, agrees to recognize all rights granted thereby to Senior Administrative Agent, Senior Claimholders, Revolving and Term Loan Administrative Agent, and Revolving and Term Loan Claimholders and all of its obligations therein, and will not do any act or perform any obligation which is not in accordance with the agreements set forth in the Intercreditor Agreement. Each of the undersigned further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under the Intercreditor Agreement. None of the undersigned shall acquire any rights under the Intercreditor Agreement now or hereafter, whether as result of this acknowledgment, any right of subrogation or otherwise. OBLIGORS: GTT COMMUNICATIONS B.V., as Borrower By: Name: Title: GTT COMMUNICATION, INC., as a Guarantor By: Name: Title: [OBLIGORS], as a Guarantor By: Name: Title: Address for Notices to Borrower and any Guarantor: 0000 Xxxxxx Xxx Xxxxx Xxxxx 0000 XxXxxx, XX 00000 Attention: Xxxxx XxXxx and Xxxx Xxxxxx, Telephone: (000) 000-0000, Email: xxxxx.xxxxx@xxx.xxx and xxxx.xxxxxx@xxx.xxx
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Annex D – Lender Forbearance Agreement [See attached]
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LENDER FORBEARANCE AGREEMENT This Lender Forbearance Agreement (this “Agreement”) is entered into as of December 28, 2020, by and among GTT Communications, Inc., a Delaware corporation (the “U.S. Borrower”), GTT Communications, B.V., a company organized under the laws of the Netherlands (the “EMEA Borrower” and, together with the U.S. Borrower, the “Borrowers”), each “Consenting Lender” party to the Amendment and Consent (as defined herein) (collectively, the “Forbearing Lenders”) and KeyBank National Association, as Administrative Agent under the Credit Agreement. RECITALS A. The U.S. Borrower, the EMEA Borrower, the lenders party thereto, KeyBank National Association, as administrative agent (in such capacity, the “Administrative Agent”), and certain other financial institutions party thereto, are parties to that certain Credit Agreement, dated as of May 31, 2018 (as amended, restated, supplemented or otherwise modified from time to time, including pursuant to the Amendment and Consent, the “Credit Agreement”), under which the U.S. Borrower entered into the Revolving Commitments and incurred the U.S. Term Loans and the EMEA Borrower incurred the EMEA Term Loans. Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Amendment and Consent or the Credit Agreement. B. The Borrowers have requested that, during the Lender Forbearance Period (as hereinafter defined), the Lenders agree to forbear from exercising any and all rights and remedies against the Credit Parties with respect to any Defaults or Events of Default that have occurred, or that may occur as a result of, (i) any failure by the Credit Parties to comply with Sections 6.01(a), 6.01(b) and/or 7.07(a) of the Credit Agreement, as applicable, as a result of any amendment, supplement, modification, restatement and/or withdrawal or public statement of non-reliance on (x) any audit opinion provided by the U.S. Borrower’s independent public accountants prior to the date of this Agreement pursuant to Section 6.01(a) of the Credit Agreement and/or (y) any financial statements provided by the U.S. Borrower prior to the date of this Agreement in accordance with Section 6.01(a) and/or (b) of the Credit Agreement, (ii) any representation, warranty or statement by any Credit Party contained in the Credit Agreement or any Loan Document (including, without limitation, any representation, warranty or statement (A) made by any Credit Party in any Notice of Borrowing, Notice of Continuation or Conversion and/or LC Request, (B) made or deemed made by any Credit Party pursuant to Sections 4.02 and/or 4.03 of the Credit Agreement in connection with any Credit Event, (C) made by any Credit Party in any Compliance Certificate delivered to the Administrative Agent pursuant to Section 6.01(c) of the Credit Agreement and/or (D) made by any Credit Party pursuant to Amendment Xx. 0, Xxxxxxxxx Xx. 0 and/or Amendment No. 3) having been untrue in any material respect (without duplication as to any materiality modifiers, qualifications or limitations applicable thereto) on the date as of which made, deemed made or confirmed as a result of the existing or potential Defaults and/or Events of Default described in clause (i) of this paragraph, (iii) the failure by the Credit Parties to file the U.S. Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 on or before October 30, 2020 and/or the U.S. Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 on or before November 14, 2020 and (iv) the occurrence and continuance of the “Noteholder Specified Defaults” as defined in the Noteholder Forbearance Agreement as in effect on the date hereof (as defined below) (clauses (i) through (iv), collectively, the “Lender Specified Defaults”). C. Subject to the terms and conditions set forth herein, the Forbearing Lenders have agreed to forbear, solely during the Lender Forbearance Period, from exercising their default-related rights and remedies against the Credit Parties with respect to the Lender Specified Defaults.
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3 whether or not constituting Collateral), including, without limitation, any action to accelerate or join in any request for acceleration of any of the Obligations, and (ii) directing the Administrative Agent to take any Remedial Action, in each case described in clauses (i) and (ii), solely with respect to the Lender Specified Defaults (the “Forbearance”). As used herein, the term “Lender Forbearance Period” shall mean the period beginning on the Forbearance Effective Date and ending automatically on the earliest to occur of (the occurrence of any of the events in the succeeding clauses (1) and (2), a “Termination Event”): (1) any Forbearance Default (as hereinafter defined) and the delivery to the U.S. Borrower by either the Required Lenders or the Required Revolving Lenders of written notice of such Forbearance Default and such Forbearing Lenders’ intent to terminate this Agreement (which notice may be delivered by counsel to the Forbearing Lenders, including by electronic mail) or, in the case of a Forbearance Default resulting from an Event of Default under Section 8.01(i) of the Credit Agreement, immediately upon the occurrence of such Event of Default without need for further action or notice; and (2) 5:00 p.m., New York City time, on March 31, 2021; provided that the Lender Forbearance Period may be extended by the Requisite Forbearing Lenders1 pursuant to Section 11 hereof. As used herein, the term “Forbearance Default” shall mean the occurrence of any of the following: (A) the occurrence of any Event of Default under the Credit Agreement other than any of the Lender Specified Defaults; (B) the failure by any Borrower to comply in all material respects with any term, condition, or covenant set forth in this Agreement, which failure remains uncured (to the extent curable) for three (3) Business Days after the Required Lenders deliver a written notice of such failure to the Borrowers (which notice may be delivered by counsel to the Forbearing Lenders, including by electronic mail); (C) [reserved]; (D) the failure of any representation or warranty made by either of the Borrowers under this Agreement to be true and complete in all material respects as of the date when made; (E) the U.S. Borrower or any U.S. Subsidiary shall enter into or acknowledge any amendment, change, supplement or modification (including by means of a waiver or consent) to the 2024 Notes Indenture or the 2024 Notes that: (x) increases the rate of interest on the 2024 Notes or otherwise provides for any compensation to any Holder (as defined in the 2024 Notes Indenture), in each case, in excess of the rate of interest and/or compensation payable in respect of the 2024 Notes or under the 2024 Notes Indenture in effect as of the Forbearance Effective Date (other than, for the avoidance of doubt, the forbearance fee set forth in the Noteholder Forbearance Agreement); or 1 “Requisite Forbearing Lenders” means the Required Lenders and the Required Revolving Lenders.
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4 (y) amends, changes, supplements or modifies any prepayment provisions of Section 4.07 of the 2024 Notes Indenture or otherwise, in each case, in a manner adverse to the Forbearing Lenders as reasonably determined by the Requisite Forbearing Lenders; (F) the end of the Noteholder Forbearance Period (as defined in the Noteholder Forbearance Agreement as in effect on the date hereof) or the failure for any reason for the Noteholder Forbearance Agreement to be in full force and effect; (G) 60 days after the termination of the Existing Infrastructure Sale Agreement, unless a Replacement Infrastructure Sale Agreement that is reasonably acceptable to the Requisite Forbearing Lenders is effective within 45 days after such termination; (H) the occurrence of the Initial Term Loan Maturity Date (as defined in the Priming Facility Credit Agreement); (I) the U.S. Borrower or any Subsidiary thereof shall: (w) incur Indebtedness described in clause (i) of the definition thereof in the Credit Agreement, other than (x) the incurrence of Indebtedness under the Priming Facility Credit Agreement and the guarantees in respect thereof, (y) Indebtedness incurred pursuant to Section 7.04(e) of the Credit Agreement and (z) Indebtedness incurred in the ordinary course of business pursuant to Section 7.04(k) of the Credit Agreement; (x) solely in the case of any Non-U.S. Subsidiary of the U.S. Borrower, provide a guarantee of the 2024 Notes; (y) in the case of any Credit Party, sell, lease, transfer or otherwise dispose of any assets (including by means of a sale lease back and by means of mergers, consolidation, amalgamation and liquidation of such Person) or Equity Interests directly owned by such Credit Party to any Subsidiary of the U.S. Borrower that is not a Credit Party outside the ordinary course of business, unless (i) such Subsidiary becomes a Credit Party prior to the consummation thereof or (ii) subject to the Infrastructure Reorganization Principles, such transaction is entered into in connection with, or related to, an Infrastructure Reorganization and/or the disposition of all or any portion any of the Infrastructure Business in accordance with the terms of an Infrastructure Sale Agreement; or (z) permit, authorize or take any action (or otherwise assist in a third-party in taking any action) that grants any Lien on any property of the U.S. Borrower or Subsidiary thereof to secure (or purport to secure) the 2024 Notes. The Borrowers shall provide notice to the Forbearing Lenders of the occurrence of any Forbearance Default as soon as reasonably possible but in any event within three (3) Business Days of the Borrowers becoming aware of the occurrence of such Forbearance Default, which notice shall state that such event occurred and shall set forth, in reasonable detail, the facts and circumstances that gave rise to such event. (b) The Forbearing Lenders hereby (i) direct the Administrative Agent not to take any Remedial Action during the Lender Forbearance Period as a result of any of the Lender Specified Defaults including, without limitation, any action to accelerate any of the Obligations and (ii) agree to take all actions reasonably requested by the Administrative Agent pursuant to the Loan Documents in connection with such direction.
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Annex E – Noteholder Forbearance Agreement See Exhibit 10.2 filed herewith.