Contract
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Execution Version US-DOCS\146702955.5 FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT to the Credit Agreement referred to below, dated as of December 20, 2023 (this “Fourth Amendment”), by and among TUTOR PERINI CORPORATION, a Massachusetts corporation (the “Borrower”), the Guarantors party hereto, the banks and other financial institutions or entities parties hereto (constituting the Required Term Lenders and each lender directly affected by this Fourth Amendment) and BMO XXXXXX BANK N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms not otherwise defined in this Fourth Amendment have the same meanings as specified in the Credit Agreement, as amended by this Fourth Amendment (the “Amended Credit Agreement”). RECITALS WHEREAS, the Borrower, the Guarantors, the several banks and other financial institutions or entities parties from time to time, as lender (the “Lenders” and the Term Lenders under the Credit Agreement immediately prior to giving effect to this Fourth Amendment, the “Existing Term Lenders” and the Term Loans held by such Existing Term Lenders, the “Existing Term Loans”) and the L/C Issuers from time to time parties thereto and the Administrative Agent, entered into that certain Credit Agreement, dated as of August 18, 2020 (as amended by the First Amendment, dated as of October 31, 2022, as amended by the Second Amendment, dated as of March 10, 2023, as amended by the Third Amendment, dated as of May 2, 2023 and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”); WHEREAS, the Borrower has requested that the Credit Agreement be amended as set forth in Exhibit A hereto; WHEREAS, each Existing Term Lender that executes and delivers a signature page to this Fourth Amendment (constituting (i) each Term Lender directly affected by this Fourth Amendment and (ii) the Required Term Lenders) hereby agrees to the terms and conditions of this Fourth Amendment (each such Term Lender that has executed and delivered a signature page to this Fourth Amendment, a “Consenting Lender”); WHEREAS, each Consenting Lender hereby agrees to have all of its outstanding Term Loans (immediately prior to the Fourth Amendment Effective Date) cashlessly reclassified as Tranche B Term Loans (as hereinafter defined), effective as of the Fourth Amendment Effective Date; and WHEREAS, each Loan Party party hereto (collectively, the “Reaffirming Parties”, and each, a “Reaffirming Party”) expects to realize substantial direct and indirect benefits as a result of this Fourth Amendment becoming effective and the consummation of the transactions contemplated hereby and agrees to reaffirm its obligations pursuant to the Security Agreement, the Collateral Documents, and the other Loan Documents to which it is a party. NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: Exhibit 10.5
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2 US-DOCS\146702955.5 ARTICLE I AMENDMENTS TO CREDIT AGREEMENT SECTION 1.1 Amendment of Existing Credit Agreement. On the Fourth Amendment Effective Date (as defined below), the Borrower, the Guarantors, the Consenting Lenders and the Administrative Agent hereto agree that, (a) Credit Agreement Amendments. (i) The Credit Agreement shall hereby be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Amended Credit Agreement attached hereto as Exhibit A; (ii) a new Schedule 1.02 (Tranche A/Tranche B Term Loans and Applicable Percentages) shall be added to the Credit Agreement as set forth on Exhibit B attached hereto; and (iii) Exhibit E (Form of Assignment and Assumption) to the Credit Agreement shall be amended and restated in the form of Exhibit C attached hereto; in each case, subject to the satisfaction of the conditions precedent set forth in Article II below. (b) Term Loans. (i) On the Fourth Amendment Effective Date, each Consenting Lender shall have all of its Existing Term Loans outstanding immediately prior to the Fourth Amendment Effective Date automatically reclassified as Tranche B Term Loans for all purposes under the Amended Credit Agreement, and such Tranche B Term Loans shall be outstanding under the Amended Credit Agreement on the terms and conditions set forth therein. (ii) With effect from and including the Fourth Amendment Effective Date, each Consenting Lender shall be a party to this Fourth Amendment and the Amended Credit Agreement with all of the rights and obligations of a “Lender” and a “Term Lender” under the Amended Credit Agreement and the other Loan Documents. (iii) On the Fourth Amendment Effective Date, all of the Existing Term Loans of any Term Lender on the date hereof that is not a Consenting Lender shall constitute Tranche A Term Loans under the Amended Credit Agreement and shall continue to be in effect and outstanding under the Amended Credit Agreement on the terms and conditions set forth therein.
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3 US-DOCS\146702955.5 (iv) Each of the Borrower and the Administrative Agent hereby consents to the election by each Consenting Lender to reclassify such Term Lender’s Existing Term Loans into Tranche B Term Loans. ARTICLE II CONDITIONS TO EFFECTIVENESS The effectiveness of this Fourth Amendment will occur as set forth below. SECTION 2.1 Fourth Amendment Effective Date. The effectiveness of this Fourth Amendment is subject to the satisfaction (or written waiver) of the following conditions (the date of satisfaction of such conditions being referred to herein as the “Fourth Amendment Effective Date”): (a) The Administrative Agent shall have received counterparts (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart) of this Fourth Amendment duly executed by (i) each Loan Party, (ii) the Administrative Agent, (iii) each Lender directly affected by the Fourth Amendment and (iv) the Lenders constituting the Required Term Lenders. (b) The Borrower shall have paid all fees, compensation and reasonable and documented expenses (including, without limitation, reasonable and documented legal fees and expenses to the extent invoiced at least three (3) Business Days prior to the Fourth Amendment Effective Date) of the Administrative Agent due and payable on or prior to the Fourth Amendment Effective Date, in each case, to the extent required to be paid pursuant to Section 11.04 of the Credit Agreement. (c) The Borrower shall have paid to the Administrative Agent, for the account of each Consenting Lender that executes and delivers a signature page to this Fourth Amendment to the Administrative Agent on or prior to 5 p.m. EST on December 18, 2023, a consent fee (“Consent Fee”) equal to 0.50% of the outstanding principal amount of such Consenting Lender’s Term Loans that become Tranche B Term Loans on the Fourth Amendment Effective Date. Payment of each Consent Fee will be made in immediately available funds in Dollars and will not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter. (d) No Default or Event of Default has occurred and is continuing on the Fourth Amendment Effective Date both before and immediately after giving effect to the transactions contemplated hereunder. (e) Each of the representations and warranties made by any Loan Party in Article III of this Fourth Amendment, and in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date as if made on and as of the Fourth Amendment Effective Date, except to the extent that such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to
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6 US-DOCS\146702955.5 (iii) affirms, acknowledges and confirms all of its obligations and liabilities under the Loan Documents to which it is a party, in each case after giving effect to this Fourth Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect, in each case after giving effect to this Fourth Amendment. Nothing contained in this Fourth Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Loan Documents, which shall remain in full force and effect, except to any extent modified hereby. SECTION 5.4 Amendments; Severability. (a) This Fourth Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrower, the Lenders party hereto and the Administrative Agent, in each case to the extent required by the Amended Credit Agreement; and (b) If any provision of this Fourth Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Fourth Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 5.5 GOVERNING LAW; JURISDICTION; ETC. (a) THIS FOURTH AMENDMENT, THE AMENDED CREDIT AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS FOURTH AMENDMENT, THE AMENDED CREDIT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (b) SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FOURTH AMENDMENT AND THE AMENDED CREDIT AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK SUPREME COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
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8 US-DOCS\146702955.5 SECTION 5.8 Counterparts. This Fourth Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Fourth Amendment by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Fourth Amendment. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Fourth Amendment and the transactions contemplated hereby (including without limitation amendments or other Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. [Remainder of page intentionally left blank.]
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[Signature Page to Fourth Amendment to Credit Agreement] Administrative Agent: BMO XXXXXX BANK N.A., as Administrative Agent By: Name: Xxxx Xxxxxxxxx Title: Managing Director
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: 1199 SEIU Health Care Employees Pension Fund, as a Consenting Lender By: Name: Xxxxx Xxxxxx Title: Authorized Signer (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: __________________________________________, as a Consenting Lender By: ______________________________________ Name: Xxxxxxx Xxxxxxx Title: Manager ALCOF III XXX, LLC
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Allegany Park CLO, Ltd., as a Consenting Lender By: Blackstone CLO Management LLC, as Collateral Manager By: Blackstone Liquid Credit Strategies LLC, its Managing Member By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: AMMC CLO 15, LIMITED, as a Consenting Lender BY: American Money Management Corp., as Collateral Manager By: Name: Xxxxx Xxxxx Title: Senior Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: AMMC CLO 25, Limited, as a Consenting Lender By: American Money Management Corp., As: Collateral Manager By: Name: Xxxxx Xxxxx Title: Senior Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: AMMC CLO XI, LIMITED, as a Consenting Lender By: American Money Management Corp., as Collateral Manager By: Name: Xxxxx Xxxxx Title: Senior Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Arena Short Duration High Yield Fund, LP - Series H, as a Consenting Lender By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Arena Short Duration High Yield Fund, L.P. - Series G, as a Consenting Lender By: Arena Capital Advisors LLC, not in its individual capacity, but solely as authorized agent for and on behalf of Arena Short Duration High Yield Fund, LP - Series G By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Arena Short Duration High Yield Fund, LP - Series A, as a Consenting Lender By: Arena Capital Advisors LLC, not in its individual capacity, but solely as authorized agent for and on behalf of Arena Short Duration High Yield Fund, LP - Series A By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Arena Short Duration High Yield Fund, LP - Series B, as a Consenting Lender By: Arena Capital Advisors LLC, not in its individual capacity, but solely as authorized agent for and on behalf of Arena Short Duration High Yield Fund, LP - Series B By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Arena Short Duration High Yield Fund, LP - Series C, as a Consenting Lender By: Arena Capital Advisors LLC, not in its individual capacity, but solely as authorized agent for and on behalf of Arena Short Duration High Yield Fund, LP - Series C By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Arena Short Duration High Yield Fund, LP - Series E, as a Consenting Lender By: Arena Capital Advisors LLC, not in its individual capacity, but solely as authorized agent for and on behalf of Arena Short Duration High Yield Fund, LP - Series E By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Arena Short Duration High Yield Fund, LP - Series F, as a Consenting Lender By: Arena Capital Advisors LLC, not in its individual capacity, but solely as authorized agent for and on behalf of Arena Short Duration High Yield Fund, LP - Series F By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Arena Strategic Income Fund, as a Consenting Lender By: Arena Capital Advisors LLC, not in its individual capacity, but solely as authorized agent for and on behalf of Arena Strategic Income Fund By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Arena VII, LLC, as a Consenting Lender By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: ARES DYNAMIC CREDIT ALLOCATION FUND, INC., as a Consenting Lender BY: Ares Capital Management II, LLC, its Adviser By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares Global Credit Fund S.C.A., SICAV-RAIF, as a Consenting Lender By: Ares Capital Management III, as the Investment Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares Institutional Loan Fund, L.P., as a Consenting Lender By: Ares Management LLC, its Investment Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares L CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC, its asset manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares LI CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares LII CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC, its Asset Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares LIII CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC, its portfolio manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: ARES LIV CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC, its asset manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares Loan Funding II, Ltd., as a Consenting Lender BY: ARES CLO Management LLC, as investment manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares Loan Funding III, Ltd., as a Consenting Lender By: Ares CLO Management LLC, its portfolio manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares LV CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC, as its Asset Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares LVI CLO Ltd., as a Consenting Lender By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares LVIII CLO LTD., as a Consenting Lender By: Ares CLO Management LLC, as its Asset Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: ARES LX CLO LTD., as a Consenting Lender By: Ares US CLO Management III LLC – Series A, its manager By: ACLOF III GP LLC, its manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares LXVI CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC, as portfolio manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: ARES LXVII CLO LTD., as a Consenting Lender By: Ares CLO Management LLC, its portfolio manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XL CLO Ltd., as a Consenting Lender By: Ares CLO Management II LLC, its asset manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XLI CLO Ltd., as a Consenting Lender By: Ares CLO Management II LLC, its asset manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XLII CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC, its asset manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XLIII CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC, as its Asset Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XLIV CLO Ltd., as a Consenting Lender By: Ares CLO Management II LLC, its Asset Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: ARES XLIX CLO LTD., as a Consenting Lender By: Ares CLO Management LLC, its asset manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XLV CLO Ltd., as a Consenting Lender By: Ares CLO Management II LLC, its Asset Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XLVI CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC, as its Asset Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XLVII CLO Ltd., as a Consenting Lender By: Ares CLO Management II LLC, as Asset Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XLVIII CLO Ltd., as a Consenting Lender By: Ares CLO Management II LLC, as its Asset Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XXVII CLO, Ltd., as a Consenting Lender By: Ares CLO Management LLC, its asset manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XXVIIIR CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC, its Asset Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XXXIIR CLO Ltd, as a Consenting Lender By : Ares CLO Management LLC, its Asset Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XXXIR CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC, as Asset Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XXXIV CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC, its asset manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XXXIX CLO Ltd., as a Consenting Lender By: Ares CLO Management II LLC, its asset manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XXXVII CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC, its asset manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XXXVIII CLO Ltd., as a Consenting Lender By: Ares CLO Management II LLC, its asset manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Ares XXXVR CLO Ltd., as a Consenting Lender By: Ares CLO Management LLC, its asset manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Bank of Montreal (BMO), as a Consenting Lender By: ______________________________________ Name: Xxxxx X. Xxxxxxxxx Title: Authorized BMO Signer (if a second signature block is necessary) By: ______________________________________ Name: Title: Xxx Xxxx-Xxxx BMO Authorized Signatory
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Basswood Park CLO, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: BATTALION CLO 17 LTD., as a Consenting Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: BATTALION CLO 18 LTD., as a Consenting Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Battalion CLO IX Ltd., as a Consenting Lender By: Brigade Capital Management, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Battalion CLO VIII Ltd., as a Consenting Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Battalion CLO X Ltd., as a Consenting Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Battalion CLO XI Ltd., as a Consenting Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Battalion CLO XII Ltd., as a Consenting Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Battalion CLO XIV Ltd., as a Consenting Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Battalion CLO XIX Ltd., as a Consenting Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Battalion CLO XV Ltd., as a Consenting Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Battalion CLO XVI Ltd., as a Consenting Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Battalion CLO XX Ltd., as a Consenting Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Battalion CLO XXI Ltd., as a Consenting Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Battalion CLO XXII Ltd., as a Consenting Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Battalion CLO XXIII Ltd., as a Consenting Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Battalion CLO XXIV Ltd., as a Consenting Lender By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: BCRED MML CLO 2021-1 LLC, as a Consenting Lender By: Blackstone Private Credit Fund, as Collateral Manager By: Blackstone Credit BDC Advisors LLC, as Investment Advisor By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Beechwood Park CLO, Ltd., as a Consenting Lender By: Blackstone CLO Management LLC, as Collateral Manager By: Blackstone Liquid Credit Strategies LLC, its Managing Member By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: BJC Health System, as a Consenting Lender By: Ares Capital Management III LLC, as Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Blackstone / GSO Long-Short Credit Income Fund, as a Consenting Lender BY: GSO / Blackstone Debt Funds Management LLC as Investment Advisor By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Blackstone / GSO Senior Floating Rate Term Fund, as a Consenting Lender BY: GSO / Blackstone Debt Funds Management LLC as Investment Advisor By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: BLACKSTONE FLOATING RATE ENHANCED INCOME FUND, as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Investment Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: BLACKSTONE/GSO STRATEGIC CREDIT FUND, as a Consenting Lender BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: XXXXX XXXX CLO, LTD., as a Consenting Lender By: Blackstone CLO Management LLC, as Collateral Manager By: Blackstone Liquid Credit Strategies LLC, its Managing Member By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Bristol Park CLO, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: XXXX-UNIVERSAL-FONDS CTA, as a Consenting Lender By: Arena Capital Advisors LLC, not in its individual capacity, but solely as authorized agent for and on behalf of XXXX-UNIVERSAL- FONDS CTA By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Xxxxxxx Park CLO, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Buttermilk Park CLO, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: California State Teachers' Retirement System, as a Consenting Lender By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle C17 CLO, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle Global Market Strategies CLO 2013-1, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle Global Market Strategies CLO 2013-3, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle Global Market Strategies CLO 2013-4, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle Global Market Strategies CLO 2014-1, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle Global Market Strategies CLO 2014-2-R, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle Global Market Strategies CLO 2014-3-R, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle Global Market Strategies CLO 2014-4-R, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle Global Market Strategies CLO 2014-5, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle Global Market Strategies CLO 2015-1, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle US CLO 2016-4, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle US CLO 2017-1, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle US CLO 2017-2, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle US CLO 2017-3 Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle US CLO 2017-4, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle US CLO 2017-5 Ltd, as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Carlyle US CLO 2018-1, Ltd., as a Consenting Lender By: Name: Xxxxxx Xxxxxxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Catskill Park CLO, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Cayuga Park CLO, Ltd., as a Consenting Lender By: Blackstone CLO Management LLC, as Collateral Manager By: Blackstone Liquid Credit Strategies LLC, its Managing Member By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Challenger Life Nominees Pty Ltd as Trustee for CLC Global High Yield Credit Trust, as a Consenting Lender By: Ares Capital Management III LLC, as agent and subadvisor By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Chenango Park CLO, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Cirrus Funding 2018-1, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Crestline Denali CLO XIV, Ltd., as a Consenting Lender By: Crestline Denali Capital, LLC, as collateral manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Crestline Denali CLO XV, Ltd., as a Consenting Lender By: Crestline Denali Capital, LLC, as collateral manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Crestline Denali CLO XVI, Ltd., as a Consenting Lender By: Crestline Denali Capital, LLC, as collateral manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Crestline Denali CLO XVII, Ltd., as a Consenting Lender By: Crestline Denali Capital, L.P., collateral manager for Crestline Denali CLO XVII, Ltd. By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Crown City CLO I, as a Consenting Lender By: Name: Xxxxx Xxxxxx Title: Authorized Signer (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Crown City CLO II, as a Consenting Lender By: Name: Xxxxx Xxxxxx Title: Authorized Signer (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Crown City CLO III, as a Consenting Lender By: Name: Xxxxx Xxxxxx Title: Authorized Signer (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Crown City CLO IV, as a Consenting Lender By: Name: Xxxxx Xxxxxx Title: Authorized Signer (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Crown City CLO V, as a Consenting Lender By: Name: Xxxxx Xxxxxx Title: Authorized Signer (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Denali Capital CLO XI, Ltd., as a Consenting Lender By: Crestline Denali Capital, LLC, as collateral manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Denali Capital CLO XII, Ltd., as a Consenting Lender By: Crestline Denali Capital, LLC, as collateral manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Xxxxxx Park CLO, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Diageo Pension Trust Ltd, as a Consenting Lender By: Name: Xxxxx Xxxxxx Title: Authorized Signer (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Fillmore Park CLO, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: XXXXXXX XXXX CLO, LTD., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: ___________________________________________, as a Consenting Lender By: ______________________________________ Name: Xxxxxxxxxx Xxxxxxx Title: Authorized Signatory Xxxxxxx Xxxxx Bank USA
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Greenwood Park CLO Ltd., as a Consenting Lender By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Grippen Park CLO, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Harbor Park CLO, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Xxxxxxxx Park CLO, Ltd., as a Consenting Lender By: Blackstone CLO Management LLC, as Collateral Manager By: Blackstone Liquid Credit Strategies LLC, its Managing Member By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Hospitals Insurance Company, Inc., as a Consenting Lender By: Arena Capital Advisors LLC, not in its individual capacity, but solely as authorized agent for and on behalf of Hospitals Insurance Company, Inc. By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: HP HIGH YIELD, as a Consenting Lender By: Arena Capital Advisors LLC, not in its individual capacity, but solely as authorized agent for and on behalf of HP HIGH YIELD By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: INKA for account of beTurn, as a Consenting Lender By: Arena Capital Advisors LLC, not in its individual capacity, but solely as authorized agent for and on behalf of INKA for account of beTurn By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: JPMC Retirement Plan Brigade Bank Loan, as a Consenting Lender BY: BRIGADE CAPITAL MANAGEMENT, LP As Investment Manager By: Name: Xxxxx Xxxxx Title: Bank Debt Operations Associate (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Kolumban Alternative Investments - Loans, as a Consenting Lender By: Ares Capital Management II LLC, as investment manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Long Point Park CLO Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: New York State Insurance Fund, as a Consenting Lender By: Voya Investment Management Co. LLC as its Investment Manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Niagara Park CLO, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Peace Park CLO, Ltd., as a Consenting Lender By: Blackstone CLO Management LLC, as Collateral Manager By: Blackstone Liquid Credit Strategies LLC, its Managing Member By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Point Au Roche Park CLO, Ltd, as a Consenting Lender By: Blackstone CLO Management LLC, as Collateral Manager By: Blackstone Liquid Credit Strategies LLC, its Managing Member By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Pulsar Funding I, Ltd., as a Consenting Lender by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager By: Name: Xxxxxx Xxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Reese Park CLO, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Renaissance Floating Rate Income Fund, as a Consenting Lender BY: Ares Capital Management II LLC, as Portfolio Sub-Advisor By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Rockland Park CLO, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: SEI INSTITUTIONAL INVESTMENTS TRUST - OPPORTUNISTIC INCOME FUND, as a Consenting Lender BY: ARES MANAGEMENT LLC, AS SUB- ADVISOR By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Southwick Park CLO, Ltd., as a Consenting Lender By: Blackstone CLO Management LLC, as Collateral Manager By: Blackstone Liquid Credit Strategies LLC, its Managing Member By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Stewart Park CLO, Ltd., as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Stichting Pensioenfonds Hoogovens, as a Consenting Lender By: Ares Capital Management III LLC, its Asset Manager By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: T&D Funds - Arena Short Duration High Yield Fund, as a Consenting Lender By: Arena Capital Advisors LLC, not in its individual capacity, but solely as authorized agent for and on behalf of T&D Funds - Arena Short Duration High Yield Fund By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: TCW CLO 2017-1, LTD., as a Consenting Lender TCW Asset Management Company LLC As Asset Manager By: Name: Xxxxx Xxxxxxxxxxxx Title: Assistant Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: TCW CLO 2018-1, LTD., as a Consenting Lender TCW Asset Management Company LLC As Asset Manager By: Name: Xxxxx Xxxxxxxxxxxx Title: Assistant Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: TCW CLO 2019-1 AMR, LTD., as a Consenting Lender TCW Asset Management Company LLC As Asset Manager By: Name: Xxxxx Xxxxxxxxxxxx Title: Assistant Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: TCW CLO 2019-2, Ltd., as a Consenting Lender TCW Asset Management Company LLC As Asset Manager By: Name: Xxxxx Xxxxxxxxxxxx Title: Assistant Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: TCW CLO 2020-1, Ltd., as a Consenting Lender TCW Asset Management Company LLC As Asset Manager By: Name: Xxxxx Xxxxxxxxxxxx Title: Assistant Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: TCW CLO 2021-1, Ltd, as a Consenting Lender TCW Asset Management Company LLC As Asset Manager By: Name: Xxxxx Xxxxxxxxxxxx Title: Assistant Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: TCW CLO 2021-2, Ltd., as a Consenting Lender TCW Asset Management Company LLC As Asset Manager By: Name: Xxxxx Xxxxxxxxxxxx Title: Assistant Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: TCW CLO 2022-1, Ltd., as a Consenting Lender By: TCW Asset Management Company LLC As Asset Manager By: Name: Xxxxx Xxxxxxxxxxxx Title: Assistant Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: TCW CLO 2023-1, Ltd., as a Consenting Lender By: TCW ASSET MANAGEMENT COMPANY LLC, as Portfolio Manager By: Name: Xxxxx Xxxxxxxxxxxx Title: Assistant Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: TCW CLO 2023-2, Ltd., as a Consenting Lender By: Name: Xxxxx Xxxxxxxxxxxx Title: Assistant Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: TDC National Assurance Company, as a Consenting Lender By: Arena Capital Advisors LLC, not in its individual capacity, but solely as authorized agent for and on behalf of TDC National Assurance Company By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Teachers' Retirement System of Louisiana by Xxxx, as a Consenting Lender By: Ares Capital Management III LLC, its Manager By: Name: XxxxxxXxxxxx, Xxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: The Canadian Medical Protective Association, as a Consenting Lender By: Ares Capital Management III LLC By: Name: Xxxxxx XxxxxxXxxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: The Doctors Company, an InterInsurance Exchange, as a Consenting Lender By: Arena Capital Advisors LLC, not in its individual capacity, but solely as authorized agent for and on behalf of The Doctors Company, an InterInsurance Exchange By: Name: Xxxxx Xxxxxxx Title: Senior Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Xxxxxxxx Park CLO, Ltd, as a Consenting Lender By: Blackstone Liquid Credit Strategies LLC, as Collateral Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Tikehau US CLO I Ltd., as a Consenting Lender By: Tikehau Structured Credit Management LLC as Collateral Manager By: Name: Xxxxx Xxxxxx Title: Head of US CLOs (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Tikehau US CLO II Ltd., as a Consenting Lender By: Tikehau Structured Credit Management LLC as Collateral Manager By: Name: Xxxxx Xxxxxx Title: Head of US CLOs (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Tikehau US CLO III Ltd., as a Consenting Lender By: Tikehau Structured Credit Management LLC as Collateral Manager By: Name: Xxxxx Xxxxxx Title: Head of US CLOs (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Tikehau US CLO IV Ltd., as a Consenting Lender By: Tikehau Structured Credit Management LLC as Collateral Manager By: Name: Xxxxx Xxxxxx Title: Head of US CLOs (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: United HealthCare Insurance Company, as a Consenting Lender By: Blackstone Liquid Credit Advisors I LLC, as Investment Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: United HealthCare Insurance Company, as a Consenting Lender By: Blackstone Liquid Credit Advisors I LLC, as Investment Manager By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture 28A CLO, Limited, as a Consenting Lender By: its investment advisor MJX Venture Management II LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture 31 CLO, Limited, as a Consenting Lender By: its investment advisor MJX Venture Management III LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture 32 CLO, Limited, as a Consenting Lender By: its investment advisor MJX Asset Management LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture 33 CLO, Limited, as a Consenting Lender By: its investment advisor MJX Asset Management LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture 34 CLO, Limited, as a Consenting Lender By: its investment advisor MJX Venture Management III, LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture 35 CLO, Limited, as a Consenting Lender By: its investment advisor MJX Asset Management LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture 36 CLO, Limited, as a Consenting Lender By: its investment advisor MJX Asset Management LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture 37 CLO, Limited, as a Consenting Lender By: its investment advisor MJX Asset Management LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture 38 CLO, Limited, as a Consenting Lender By: its investment advisor MJX Venture Management III LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture 39 CLO, Limited, as a Consenting Lender By: its investment advisor MJX Asset Management LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture 43 CLO, Limited, as a Consenting Lender By: its investment advisor MJX Asset Management LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture 45 CLO, Limited, as a Consenting Lender By: its investment advisor MJX Asset Management LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture 46 CLO, Limited, as a Consenting Lender By: its investment advisor MJX Venture Management II LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture 48 CLO, Limited, as a Consenting Lender By: its investment advisor MJX Venture Holdings II LP By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: VENTURE XIII CLO, Limited, as a Consenting Lender By: its Investment Advisor MJX Venture Management LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: VENTURE XIX CLO, Limited, as a Consenting Lender By: its investment advisor MJX Asset Management LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: VENTURE XV CLO, Limited, as a Consenting Lender By: its investment advisor MJX Asset Management LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture XVIII CLO, Limited, as a Consenting Lender By: its investment advisor MJX Venture Management II LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture XXII CLO, Limited, as a Consenting Lender By: its investment advisor MJX Venture Management II LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture XXIX CLO, Limited, as a Consenting Lender By: its investment advisor MJX Venture Management II LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: VENTURE XXV CLO, LIMITED, as a Consenting Lender By its Investment Advisor, MJX Asset Management LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture XXVI CLO, Limited, as a Consenting Lender By: its investment advisor MJX Venture Management LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture XXVII CLO, Limited, as a Consenting Lender By: its investment advisor MJX Venture Management II LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture XXVIII CLO, Limited, as a Consenting Lender By: its investment advisor MJX Venture Management II LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Venture XXX CLO, Limited, as a Consenting Lender By: its investment advisor MJX Venture Management II LLC By: Name: Xxxxx Xxxxx Title: Credit Analyst (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Vibrant CLO III, Ltd., as a Consenting Lender by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager By: Name: Xxxxxx Xxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Vibrant CLO IV, Ltd., as a Consenting Lender by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager By: Name: Xxxxxx Xxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Vibrant CLO IX, Ltd., as a Consenting Lender by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager By: Name: Xxxxxx Xxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Vibrant CLO VI, Ltd., as a Consenting Lender by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager By: Name: Xxxxxx Xxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Vibrant CLO VII, Ltd., as a Consenting Lender By: Vibrant Credit Partners LLC, as Portfolio Manager By: Name: Xxxxxx Xxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Vibrant CLO VIII, Ltd., as a Consenting Lender By: Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager By: Name: Xxxxxx Xxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Vibrant CLO X, Ltd., as a Consenting Lender by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Collateral Manager By: Name: Xxxxxx Xxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Vibrant CLO XI, Ltd., as a Consenting Lender By: Vibrant Credit Partners LLC, as Portfolio Manager By: Name: Xxxxxx Xxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Vibrant CLO XII, Ltd., as a Consenting Lender by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager By: Name: Xxxxxx Xxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Vibrant CLO XIII, Ltd., as a Consenting Lender By: Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Collateral Manager By: Name: Xxxxxx Xxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Vibrant CLO XIV, Ltd., as a Consenting Lender By: Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Collateral Manager By: Name: Xxxxxx Xxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Vibrant CLO XV, Ltd., as a Consenting Lender by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager By: Name: Xxxxxx Xxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Vibrant CLO XVI, Ltd., as a Consenting Lender by Vibrant Capital Partners, Inc. as Portfolio Manager By: Name: Xxxxxx Xxxxx Title: Managing Director (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2012-4, Ltd., as a Consenting Lender BY: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2013-1, Ltd., as a Consenting Lender BY: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2013-2, Ltd., as a Consenting Lender BY: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2013-3, Ltd., as a Consenting Lender BY: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2014-1, Ltd., as a Consenting Lender BY: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2014-2, Ltd., as a Consenting Lender BY: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2014-4, Ltd., as a Consenting Lender BY: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2015-1, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2015-3, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2016-1, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2016-2, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2016-3, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2017-1, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2017-2, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2017-3, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2017-4, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2018-1, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its Portfolio Manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2018-2, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2018-3, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2018-4, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2019-1, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its Investment Manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2019-2, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its Investment Manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: VOYA CLO 2019-3, LTD., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its Investment Manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2019-4, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2020-1, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC, as its Investment Manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2020-2, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC as its Investment Manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2020-3, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC as its Investment Manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2021-1, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC as its Investment Manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2021-2, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC as its Investment Manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2021-3, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC as its Investment Manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2022-1, Ltd, as a Consenting Lender By: Voya Alternative Asset Management LLC as its Investment Manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2022-3, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC as its Investment Manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya CLO 2022-4, Ltd., as a Consenting Lender By: Voya Alternative Asset Management LLC as its Investment Manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya Floating Rate Fund, as a Consenting Lender BY: Voya Investment Management Co. LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya Investment Trust Co. - Voya Senior Loan Trust Fund, as a Consenting Lender BY: Voya Investment Trust Co. as its trustee By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Voya Strategic Income Opportunities Fund, as a Consenting Lender By: Voya Investment Management Co. LLC, as its investment manager By: Name: Xxxxxxx Xxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: XXXXX PARK CLO, LTD., as a Consenting Lender By: Blackstone CLO Management LLC, as Collateral Manager By: Blackstone Liquid Credit Strategies LLC, its Managing Member By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2015-1, Ltd., as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2016-2, Ltd., as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2017-1, Ltd., as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2017-2, Ltd., as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2017-3, Ltd., as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2018-1, Ltd., as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2018-2, Ltd., as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2018-3, Ltd., as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2019-1, Ltd., as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2020-1, LTD, as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2020-2, Ltd., as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2021-1, Ltd., as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2021-2, Ltd., as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2021-3, Ltd., as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2022-1, Ltd, as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO 2022-2, LTD, as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellfleet CLO X, Ltd., as a Consenting Lender By: Blue Owl Liquid Credit Advisors LLC (fka Wellfleet Credit Partners, LLC) By: Name: Xxxxxx Xxxxxx Title: Portfolio Manager (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellington Square Advisors Inc. as subadvisor of IA Clarington Floating Rate Income Fund, as a Consenting Lender By: Name: Xxxx Xxxxxxx Title: President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellington Square Advisors Inc. as subadvisor of IA Clarington U.S. Dollar Floating Rate Income Fund, as a Consenting Lender By: Name: Xxxx Xxxxxxx Title: President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Wellington Square Advisors Inc. as subadvisor of KJH Senior Loan Fund, as a Consenting Lender By: Name: Xxxx Xxxxxxx Title: President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Western Alliance Bancorp on behalf of Western Alliance Bank, as a Consenting Lender By: Name: Xxxxx Xxxxxxxxx Title: Vice President (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Western Asset Bank Loan (Multi-Currency) Master Fund, as a Consenting Lender BY: Western Asset Management Company as Investment Manager and Agent By: Name: Xxxxx Xxxxxx Title: Authorized Signer (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Western Asset Floating Rate High Income Fund, LLC, as a Consenting Lender BY: Western Asset Management Company as Investment Manager and Agent By: Name: Xxxxx Xxxxxx Title: Authorized Signer (if a second signature block is necessary) By: Name: Title:
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[Signature Page to Fourth Amendment to Credit Agreement] Consenting Lenders: Western Asset U.S. Bank Loan (Offshore) Fund, as a Consenting Lender By: Name: Xxxxx Xxxxxx Title: Authorized Signer (if a second signature block is necessary) By: Name: Title:
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US-DOCS\146702955.5 EXHIBIT A Amended Credit Agreement [See attached]
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Exhibit A CREDIT AGREEMENT Dated as of August 18, 2020 as amended by First Amendment dated as of October 31, 2022, Second Amendment dated as of March 10, 2023 and, Third Amendment dated as of May 2, 2023 and Fourth Amendment dated as of December 20, 2023 among TUTOR PERINI CORPORATION, as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BMO XXXXXX BANK N.A., as Administrative Agent and THE OTHER LENDERS PARTY HERETO XXXXXXX XXXXX BANK USA, BMO CAPITAL MARKETS CORP., DEUTSCHE BANK SECURITIES INC. and MANUFACTURERS AND TRADERS TRUST COMPANY as Joint Lead Arrangers and Joint Bookrunners US-DOCS\140506888.9146702970.6
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TABLE OF CONTENTS Page Article I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 64 1.03 Accounting Terms 65 1.04 Rounding 65 1.05 Exchange Rates; Currency Equivalents 6566 1.06 Additional Alternative Currencies 66 1.07 Change of Currency 66 1.08 Times of Day; Rates 67 1.09 Letter of Credit Amounts 67 1.10 Divisions 67 1.11 Certain Calculations and Tests 67 1.12 Rates. 68 Article II. THE COMMITMENTS AND CREDIT EXTENSIONS 68 2.01 The Loans 68 2.02 Borrowings, Conversions and Continuations of Loans 69 2.03 Letters of Credit 70 2.04 Swing Line Loans 77 2.05 Prepayments 7980 2.06 Termination or Reduction of Commitments 83 2.07 Repayment of Loans 83 2.08 Interest 84 2.09 Fees 8485 2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate 85 2.11 Evidence of Debt 8586 2.12 Payments Generally; Administrative Agent’s Clawback 86 2.13 Sharing of Payments by Lenders 8788 2.14 [Reserved] 88 i US-DOCS\140506888.9146702970.6
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TABLE OF CONTENTS (continued) Page 2.15 Cash Collateral 88 2.16 Defaulting Lenders 89 2.17 Incremental Facilities 91 2.18 Refinancing Facilities 94 2.19 Benchmark Replacement Setting. 95 Article III. TAXES, YIELD PROTECTION AND ILLEGALITY 9697 3.01 Taxes 9697 3.02 Illegality 100 3.03 Inability to Determine Rates. 100 3.04 Increased Costs; Capital Requirements 101 3.05 Compensation for Losses 102 3.06 Mitigation Obligations; Replacement of Lenders 102 3.07 Survival 102103 Article IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 102103 4.01 Conditions of Initial Credit Extension 102103 4.02 Conditions to All Credit Extensions 105 Article V. REPRESENTATIONS AND WARRANTIES 105 5.01 Existence, Qualification and Power 105 5.02 Authorization; No Contravention 105106 5.03 Governmental Authorization; Other Consents 106 5.04 Binding Effect 106 5.05 Financial Statements; No Material Adverse Effect 106 5.06 Litigation 106 5.07 No Default 106107 5.08 Ownership of Property 106107 5.09 Environmental Compliance 107 5.10 Insurance 107 ii US-DOCS\140506888.9146702970.6
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TABLE OF CONTENTS (continued) Page 5.11 Taxes 107 5.12 ERISA Compliance 107 5.13 Subsidiaries 107 5.14 Margin Regulations; Investment Company Act 107 5.15 Disclosure 107108 5.16 Compliance with Laws 108 5.17 Intellectual Property; Licenses, Etc 108 5.18 Solvency 108 5.19 Perfection of Security Interests in the Collateral 108 5.20 Business Locations; Taxpayer Identification Number 108 5.21 Labor Matters 108 5.22 Use of Proceeds 108109 5.23 OFAC 108109 5.24 Anti-Corruption Laws and Sanctions 109 5.25 Beneficial Ownership Certification 109 Article VI. AFFIRMATIVE COVENANTS 109 6.01 Financial Statements 109 6.02 Certificates; Other Information 110 6.03 Notices 111112 6.04 Payment of Obligations 112 6.05 Preservation of Existence, Etc 112 6.06 Maintenance of Properties 112 6.07 Maintenance of Insurance 112113 6.08 Compliance with Laws 113 6.09 Books and Records 113 6.10 Inspection Rights 113 6.11 Use of Proceeds 113 iii US-DOCS\140506888.9146702970.6
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TABLE OF CONTENTS (continued) Page 6.12 Additional Subsidiaries 113114 6.13 Information Regarding Collateral 114 6.14 Pledged Property 114 6.15 Designation of Subsidiaries 114115 6.16 Convertible Notes 115 6.17 Credit Ratings 115116 6.18 Lender Calls 115116 6.19 Post-Closing Matters 116 6.20 Covenant Relief Conditions 116 Article VII. NEGATIVE COVENANTS 116 7.01 Liens 116 7.02 [Reserved] 116 7.03 Indebtedness 116 7.04 Fundamental Changes 121122 7.05 Asset Dispositions 122 7.06 Restricted Payments 123 7.07 Change in Nature of Business 127 7.08 Transactions with Affiliates 127 7.09 [Reserved] 129130 7.10 Use of Proceeds 129130 7.11 Financial Covenant 130 7.12 Negative Pledge 131 7.13 Amendments to Junior Indebtedness 131 Article VIII. EVENTS OF DEFAULT AND REMEDIES 131 8.01 Events of Default 131 8.02 Remedies Upon Event of Default 133 8.03 Application of Funds 133134 iv US-DOCS\140506888.9146702970.6
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TABLE OF CONTENTS (continued) Page 11.06 Successors and Assigns 148149 11.07 Treatment of Certain Information; Confidentiality 152153 11.08 Right of Setoff 153 11.09 Interest Rate Limitation 153154 11.10 Counterparts; Integration; Effectiveness 153154 11.11 Survival of Representations and Warranties 154 11.12 Severability 154155 11.13 Replacement of Lenders 154155 11.14 Governing Law; Jurisdiction; Etc 155 11.15 WAIVER OF JURY TRIAL 156 11.16 No Advisory or Fiduciary Responsibility 156 11.17 Electronic Execution of Assignments and Certain Other Documents 156157 11.18 USA PATRIOT Act Notice 156157 11.19 Independence of Covenants 157 11.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 157 11.21 Certain ERISA Matters 157158 11.22 Acknowledgement Regarding Any Supported QFCs 158159 vi US-DOCS\140506888.9146702970.6
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SCHEDULES 1.01 Excluded Property 1.02 Tranche A/Tranche B Term Loans and Applicable Percentage 2.01 Commitments and Applicable Percentage 5.06 Existing Litigation 5.08 Material Real Estate Assets 5.09 Environmental Matters 5.13 Subsidiaries 5.17 IP Rights 5.20 Location of Chief Executive Office, Taxpayer Identification Number, Etc. 6.19 Post-Closing Obligations 11.02 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Form of A Committed Loan Notice B Swing Line Loan Notice C-1 Term Note C-2 Revolving Credit Note D Compliance Certificate E Assignment and Assumption F Joinder Agreement G Security Agreement H-1 - H-4 United States Tax Compliance Certificates i US-DOCS\140506888.9146702970.6
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CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 18, 2020, as amended by the First Amendment to Credit Agreement, dated as of October 31, 2022, the Second Amendment to Credit Agreement, dated as of March 10, 2023, and the Third Amendment to Credit Agreement, dated as of May 2, 2023 and the Fourth Amendment, dated as of December 20, 2023, among TUTOR PERINI CORPORATION, a Massachusetts corporation (the “Borrower”), the Guarantors defined herein from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BMO XXXXXX BANK N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. RECITALS: WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.01 hereof; WHEREAS, the Borrower has requested that the Lenders establish a $175,000,000 revolving credit facility and a $425,000,000 term loan facility in favor of the Borrower; and WHEREAS, subject to the terms and conditions of this Agreement, the Lenders, the L/C Issuer and the Swing Line Lender, to the extent of their respective Commitments as defined herein, are willing severally to establish the requested revolving credit facility (including a letter of credit sub-facility and swing line sub-facility) and the requested term loan facility in favor of the Borrower. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: “2017 Indenture” means that certain Indenture dated April 20, 2017 among the Borrower, certain subsidiaries of the Borrower, as guarantors, and Wilmington Trust, National Association, as Trustee (as in effect on the Closing Date, and as may be amended, restated, supplemented or otherwise modified from time to time in accordance with Section 7.12). “2017 Senior Notes” means the $500,000,000 aggregate principal amount of 6.875% Senior Notes due 2025 issued pursuant to the 2017 Indenture. “Acquired Indebtedness” means Indebtedness (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, (2) assumed in connection with the acquisition of assets from such Person, in each case not incurred by such Person in connection with such Person becoming a Restricted Subsidiary or such acquisition or (3) of a Person at the time such Person merges or amalgamates with or into or consolidates or otherwise combines with the Borrower or any Restricted Subsidiary. Acquired Indebtedness shall be deemed to have been incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to clause (3) of the preceding sentence, on the date of the relevant merger, consolidation, amalgamation or other combination. “Acquisition”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of either (a) all or any substantial portion of the property of, or a line of business or division of, another Person or (b) at least a majority of the Voting Stock of another Person (other than a Joint Venture), in each case whether or not involving a merger or consolidation with such other Person. 1 US-DOCS\140506888.9146702970.6
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“Additional Debt” means debt in respect of one or more series of senior unsecured notes, senior secured pari passu first Lien or junior Lien notes or subordinated notes (in each case issued in a public offering, Rule 144A or other private placement in lieu of the foregoing (and any Registered Equivalent Notes issued in exchange therefor)), pari passu first Lien, junior Lien or unsecured loans or secured or unsecured mezzanine Indebtedness, in each case issued, incurred or guaranteed by the Borrower or any Restricted Subsidiary after the Closing Date that: (i) except in the case of Extendable Bridge Loans, (A) in the case of debt incurred on a pari passu basis with the Obligations, does not mature on or prior to the Latest Maturity Date in effect as of the time such Additional Debt is incurred or (B) in the case of debt incurred on a junior Lien basis or unsecured, does not mature on or prior to the date that is 91 days after the Latest Maturity Date in effect as of the time such Additional Debt is incurred; (ii) except in the case of Extendable Bridge Loans with respect to their stated maturity date, (A) in the case of debt incurred on a pari passu basis with the Obligations, has a Weighted Average Life to Maturity equal to or longer than the remaining Weighted Average Life to Maturity of the then existing Term Loans (without giving effect to nominal amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Term Loans) or (B) in the case of debt incurred on a junior Lien basis or unsecured, has a Weighted Average Life to Maturity equal to or longer than the remaining Weighted Average Life to Maturity of the then existing Term Loans, plus 91 days; (iii) has affirmative and negative covenants (but not financial maintenance covenants) and events of default (other than, for the avoidance of doubt, maturity, fees, discounts, interest rate, redemption terms and redemption premiums) which, if not consistent with the terms of the Loans, shall not be materially more restrictive to the Loan Parties when taken as a whole (as reasonably determined by the Borrower) than the terms of the Loans; (iv) does not have financial maintenance covenants more restrictive than, or in addition to, the covenant set forth in Section 7.11 unless (I) the Loans have the benefit of such financial maintenance covenant on the same terms, (II) the Loans have in the future been provided with the benefit of a financial maintenance covenant, in which case such Additional Debt incurred after such future date may be provided with the benefit of the same financial maintenance covenant on the same or looser terms, or (III) such financial maintenance covenant only applies after the Latest Maturity Date with respect to the Loans in effect as of the time such Additional Debt, as applicable, is incurred; (v) the obligations in respect thereof shall not be secured by Liens on the assets of the Borrower and the Restricted Subsidiaries, other than assets constituting Collateral; (vi) no Restricted Subsidiary is a borrower or a guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations; (vii) if such Additional Debt is secured, all security therefor shall be granted pursuant to documentation that is consistent in all material respects with the Collateral Documents and (A) if secured on a pari passu basis with the Obligations, the representative for such Additional Debt shall enter into a pari passu intercreditor agreement (reasonably satisfactory to the Administrative Agent) with the Administrative Agent or (B) if secured on a junior basis to the Obligations, a representative acting on behalf of the holders of such Additional Debt shall have become party to a second Lien intercreditor agreement or subordination agreement reasonably satisfactory to the Administrative Agent; and (viii) subject to Section 1.11 with respect to any Additional Debt being incurred in connection with a Limited Condition Acquisition, the aggregate principal amount of all Additional Debt at the time of issuance or incurrence shall not exceed the Maximum Additional Debt Amount at such time. 2 US-DOCS\140506888.9146702970.6
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“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor. “Administrative Agent” means BMO Xxxxxx Bank N.A. in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. “Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common Control with such specified Person. “Aggregate Commitments” means the Commitments of all the Lenders. “Agreement” has the meaning specified in the introductory paragraph hereto. “Alternative Currency” means each of Euro, Sterling, Yen, and each other currency (other than Dollars) that is approved in accordance with Section 1.06. “Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars. “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption. “Applicable Percentage” means, (a) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Facility represented by (i) on or prior to the date of funding of any Term Loans pursuant to a Term Commitment of a Term Lender, such Term Lender’s Term Commitment at such time, subject to adjustment as provided in Section 2.16, and (ii) thereafter, the principal amount of such Term Lender’s Term Loans under the applicable class at such time, and (b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.16. If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. “Applicable Rate” means: 3 US-DOCS\140506888.9146702970.6
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4 US-DOCS\140506888.9146702970.6 Pricing Tier 0.35% Base Rate 2 Commitme nt Fee Less than or equal to 1.25 to 1.00 but greater than 1.00 to 1.00 Applicable Rate for Revolving Credit Facility 4.50% First Lien Net Leverage Ratio 4.50% 1 3.50% 0.30% Greater than 1.25 to 1.00 Adjusted Term SOFR / Letter of Credit Fees (other than Performance Letters of Credit) 3 (i) in respect of the Revolving Credit Facility, the following percentages per annum, based upon the First Lien Net Leverage Ratio as set forth below: Less than or equal to 1.00 to 1.00 4.75% 4.25% 4.25% 4.75% Performanc e Letters of Credit 3.25% 0.25% 3.75% (ii) in respect of the Term Facility, (a) for SOFR Loans, 4.75% and (b) for Base Rate Loans, 3.75%; provided that if the Total Net Leverage Ratio shall be less than or equal to 2.00 to 1.00, the Applicable Rate in respect of the Term Facility shall be 4.50% for SOFR Loans and 3.50% for Base Rate Loans; and (iii) with respect to Incremental Facilities, Other Term Loans, Other Revolving Loans, Other Revolving Commitments, the rate per annum specified in the amendment establishing such Incremental Facilities, Other Term Loans, Other Revolving Loans or Other Revolving Commitments. Any increase or decrease in the Applicable Rate in respect of the Revolving Credit Facility resulting from a change in the First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then upon the request of the Required Revolving Lenders, the highest Pricing Tier (Pricing Tier 1) shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for the period from the Closing Date through and including the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the period of four consecutive fiscal quarters ending September 30, 2020 shall be Pricing Tier 1. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b). “Applicable Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time. “Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. “Appropriate Lender” means, at any time, (a) with respect to the Term Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term Loan or a Revolving Credit Loan, respectively, at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to
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the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders. “Approved Foreign Bank” has the meaning set forth in clause (12) of the definition of “Cash Equivalents”. “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. “Arrangers” means each of Xxxxxxx Xxxxx Bank USA, BMO Capital Markets Corp., Deutsche Bank Securities Inc. and Manufacturers and Traders Trust Company, each in its respective capacity as a joint lead arranger and joint bookrunner. “Asset Disposition” means: (i) the voluntary sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Leaseback Transaction) of the Borrower (other than Equity Interests of the Borrower) or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”) including, but not limited to, any Securitization Transaction or Receivables Facility; or (ii) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than preferred stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 7.03 hereof or directors’ qualifying shares and shares issued to foreign nationals as required under applicable law), whether in a single transaction or a series of related transactions; in each case, other than: (a) a disposition by a Loan Party to another Loan Party; (b) a disposition of cash, Cash Equivalents or Investment Grade Securities; (c) a disposition of inventory or other assets (including Settlement Assets) in the ordinary course of business or consistent with past practice or held for sale or no longer used in the ordinary course of business; (d) a disposition of obsolete, worn out, uneconomic, damaged or surplus property, equipment or other assets or property, equipment or other assets that are no longer economically practical or commercially desirable to maintain or used or useful in the business of the Borrower and its Restricted Subsidiaries, whether now or hereafter owned or leased or acquired in connection with an acquisition or used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries (including by ceasing to enforce, allowing the lapse, abandonment or invalidation of or discontinuing the use or maintenance of or putting into the public domain any intellectual property that is, in the reasonable judgment of the Borrower or the Restricted Subsidiaries, no longer used or useful, or economically practicable to maintain, or in respect of which the Borrower or any Restricted Subsidiary determines in its reasonable business judgment that such action or inaction is desirable); (e) transactions permitted under Section 7.04 hereof or a transaction that constitutes a Change of Control; (f) Equity Offerings by a Restricted Subsidiary to the Borrower or to another Restricted Subsidiary or as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors; (g) any dispositions of Equity Interests, properties or assets in a single transaction or series of related transactions with a fair market value (as determined in good faith by the Borrower) of less than 5 US-DOCS\140506888.9146702970.6
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$25,000,000; provided, that dispositions under this clause (g) may not exceed $50,000,000 in any calendar year; (h) any Restricted Payment that is permitted to be made, and is made, under Section 7.06 and the making of any Permitted Payment or Permitted Investment or, solely for purposes of Section 7.05(a)(iii), asset sales, the proceeds of which are used to make such Restricted Payments or Permitted Investments; (i) dispositions in connection with Permitted Liens; (j) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or consistent with past practice or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; (k) conveyances, sales, transfers, licenses or sub-licenses or other dispositions of intellectual property, software or other general intangibles and licenses, sub-licenses, leases or subleases of other property, in each case, in the ordinary course of business or consistent with past practice or pursuant to a research or development agreement in which the counterparty to such agreement receives a license in the intellectual property or software that results from such agreement; (l) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business; (m) foreclosure, condemnation or any similar action with respect to any property or other assets; (n) the sale or discount (with or without recourse, and on customary or commercially reasonable terms and for credit management purposes) of accounts receivable or notes receivable arising in the ordinary course of business or consistent with past practice, or the conversion or exchange of accounts receivable for notes receivable; (o) any disposition of Equity Interests, Indebtedness or other securities of an Unrestricted Subsidiary or an Insignificant Subsidiary; (p) any disposition of Equity Interests of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Borrower or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) (i) dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased, (ii) dispositions of property to the extent that the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased), and (iii) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business; (r) any disposition of Securitization Assets or Receivables Assets, or participations therein, in connection with any Securitization Transaction or Receivables Facility, or the disposition of an account receivable in connection with the collection or compromise thereof on market terms (as determined in good faith by the Borrower) and in the ordinary course of business or consistent with past practice; (s) any financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real 6 US-DOCS\140506888.9146702970.6
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property) by the Borrower or any Restricted Subsidiary after the Closing Date, including Sale and Leaseback Transactions and asset securitizations, permitted by this Agreement; (t) dispositions of Investments in Joint Ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties to such Joint Venture set forth in joint venture arrangements and similar binding arrangements; (u) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind; (v) the unwinding of any services under Cash Management Agreements or Swap Obligations; and (w) dispositions of non-core assets. In the event that a transaction (or any portion thereof) meets the criteria of a permitted Asset Disposition and would also be a Permitted Investment or an Investment permitted under Section 7.06, the Borrower, in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Disposition and/or one or more of the types of Permitted Investments or Investments permitted under Section 7.06. “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E, or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent binding such Eligible Assignee as a “Lender” hereunder. “ASU” has the meaning set forth in Section 1.03(d). “Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2019, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto. “Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii). “Availability Period” means, in respect of the Revolving Credit Facility, the period from and including the Closing Date to the earliest of (a) the Maturity Date for the Revolving Credit Facility, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02. “Available Amount” means, as of any date, an amount, not less than zero, determined on a cumulative basis, equal to the sum, without duplication, of: (i) the greater of (a) $55,000,000 and (b) 15% of LTM EBITDA; (ii) 50% of Consolidated Net Income for the period (treated as one accounting period) from the first day of the fiscal quarter in which the Closing Date occurs to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal consolidated financial statements of the Borrower are available (or, in the case such Consolidated Net Income is a deficit, minus 100% of such deficit); 7 US-DOCS\140506888.9146702970.6
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(iii) 100% of the aggregate cash, and the fair market value of property or assets or marketable securities, received by the Borrower from the issue or sale of its Equity Interests or as the result of a merger or consolidation with another Person subsequent to the Closing Date or otherwise contributed to the equity (in each case other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Borrower subsequent to the Closing Date (other than (x) Net Cash Proceeds or property or assets or marketable securities received from an issuance or sale of such Equity Interests to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Borrower or any Subsidiary of the Borrower for the benefit of its employees to the extent funded by the Borrower or any Restricted Subsidiary, (y) cash or property or assets or marketable securities to the extent that any Restricted Payment has been made from such proceeds in reliance on Section 7.06(b)(vi) and (z) Excluded Contributions), in each case, to the extent not previously applied for a purpose other than use in the Available Amount; (iv) 100% of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the Borrower or any Restricted Subsidiary from the issuance or sale (other than to the Borrower or a Restricted Subsidiary of the Borrower or an employee stock ownership plan or trust established by the Borrower or any Subsidiary of the Borrower for the benefit of their employees to the extent funded by the Borrower or any Restricted Subsidiary) by the Borrower or any Restricted Subsidiary subsequent to the Closing Date of any Indebtedness, Disqualified Stock or Designated Preferred Stock that has been converted into or exchanged for Equity Interests of the Borrower (other than Disqualified Stock or Designated Preferred Stock) plus, without duplication, the amount of any cash, and the fair market value of property or assets or marketable securities, received by the Borrower or any Restricted Subsidiary upon such conversion or exchange; (v) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Borrower, of marketable securities or other property received by means of: (i) the sale or other disposition (other than to the Borrower or a Restricted Subsidiary) of Restricted Investments made by the Borrower or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Borrower or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Borrower or its Restricted Subsidiaries, in each case after the Closing Date; or (ii) the sale (other than to the Borrower or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an entity that is not the Borrower or a Restricted Subsidiary (other than to the extent of the amount of the Investment that constituted a Permitted Investment and will increase the amount available under the applicable clause of the definition of “Permitted Investment”) or a dividend from an entity that is not the Borrower or a Restricted Subsidiary after the Closing Date; (vi) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Borrower or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary after the Closing Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred), as determined in good faith by the Borrower at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation or consolidation or transfer of assets (after taking into consideration any Indebtedness associated with the Unrestricted Subsidiary so designated or merged, amalgamated or consolidated or Indebtedness associated with the assets so transferred), other than to the extent of the amount of the Investment that constituted a Permitted Investment; and (vii) any Declined Proceeds; minus (viii) the use of such Available Amount since the Closing Date. “Available Tenor” means, as of any date of determination and with respect to the then current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or 8 US-DOCS\140506888.9146702970.6
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may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.19(d). “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate” and (c) on and after the Third Amendment Effective Date, the applicable Adjusted Term SOFR (after giving effect to any applicable “floor”) determined on a daily basis for an Interest Period of one (1) month plus 1%; provided that, if the Base Rate as so determined would be less than 0.00%, the Base Rate will be deemed to be 0.00%. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. On and after the Third Amendment Effective Date any change in the Base Rate due to a change in the “prime rate”, the Federal Funds Rate or Adjusted Term SOFR shall be effective on the effective date of such change in the “prime rate”, the Federal Funds Rate or Adjusted Term SOFR, as the case may be. “Base Rate Loan” means a Loan that bears interest based on the Base Rate. “Base Rate Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”. “Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.19(a). “Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (a) the sum of, (i) Daily Simple SOFR and (ii) (I) in case of any Revolving Credit Loans, 0.10% per annum, and (II) in case of any Term Loans, 0.26161% per annum; or (b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment. If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. 9 US-DOCS\140506888.9146702970.6
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“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time. “Benchmark Replacement Date” means a date and time determined by the Administrative Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative. 10 US-DOCS\140506888.9146702970.6
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For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.19 and (b) ending at the time that an Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.19. “Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “Benefit Arrangement” means an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Pension Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by the Borrower or any ERISA Affiliate. “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 and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. “Board of Directors” means (a) in the case of a Person that is a limited partnership, the general partner or any committee authorized to act therefor, (b) in the case of a Person that is a corporation, the board of directors of such Person or any committee authorized to act therefor, (c) in the case of a Person that is a limited liability company, the board of managers or members of such Person or such Person’s manager or any committee authorized to act therefor, and (d) in the case of any other Person, the board of directors, management committee or similar governing body or any authorized committee thereof responsible for the management of the business and affairs of such Person. “Borrower” has the meaning specified in the introductory paragraph hereto. “Borrower Materials” has the meaning specified in Section 6.02. “Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require. “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any SOFR Loan, means any such day that is also a U.S. Government Securities Business Day. “Business Successor” means (a) any former Subsidiary of the Borrower and (b) any Person that, after the Closing Date, has acquired, merged or consolidated with a Subsidiary of the Borrower (that results in such Subsidiary ceasing to be a Subsidiary of the Borrower), or acquired (in one transaction or a series of transactions) all or substantially all of the property and assets or business of a Subsidiary or assets constituting a business unit, line of business or division of a Subsidiary of the Borrower. “Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes on the basis of GAAP. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made 11 US-DOCS\140506888.9146702970.6
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as determined on the basis of GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty. “Captive Insurance Company” means a Subsidiary of the Borrower created solely for providing self-insurance for the Borrower and its Subsidiaries and the Permitted Insured and engaging in no other activities other than activities ancillary thereto and necessary for the maintenance of corporate existence. “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or Swing Line Lender (as applicable) and the Revolving Credit Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Revolving Credit Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Administrative Agent, the L/C Issuer or Swing Line Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. “Cash Equivalents” means: (1) (a) Dollars, Canadian dollars, Euro or Sterling; or (b) any other foreign currency held by the Borrower and the Restricted Subsidiaries in the ordinary course of business; (2) securities issued or directly and fully Guaranteed or insured by the United States, Canadian or Swiss governments, a member state of the European Union or, in each case, 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 two years from the date of acquisition; (3) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any lender or by any bank or trust company (a) whose commercial paper is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (b) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $100,000,000; (4) repurchase obligations for underlying securities of the types described in clauses (2), (3) and (7) entered into with any bank meeting the qualifications specified in clause (3) above; (5) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Person referenced in clause (3) above; (6) commercial paper and variable or fixed rate notes issued by a bank meeting the qualifications specified in clause (3) above (or by the parent company thereof) maturing within one year after the date of creation thereof or any commercial paper and variable or fixed rate note issued by, or guaranteed by a corporation rated at least (A) “A-1” or higher by S&P or “P-1” or higher by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) maturing within two years after the date of creation thereof or (B) “A-2” or higher by S&P or “P-2” or higher by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) maturing within one year after the date of creation thereof, or, in each case, if no rating is available in respect of the commercial paper or fixed rate notes, the issuer of which has an equivalent rating in respect of its long-term debt; (7) marketable short-term money market and similar securities having a rating of at least “P-2” or “A-2” from either S&P or Moody’s, respectively (or, if at the time, neither is issuing comparable ratings, then a 12 US-DOCS\140506888.9146702970.6
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comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower), and in each case maturing within 24 months after the date of creation or acquisition thereof; (8) readily marketable direct obligations issued by any state, province, commonwealth or territory of the United States of America, Canada, Switzerland, any member state of the European Union or any political subdivision, taxing authority or public instrumentality thereof, in each case, having one of the two highest ratings categories obtainable from either Moody’s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) with maturities of not more than two years from the date of creation or acquisition; (9) readily marketable direct obligations issued by any foreign government or any political subdivision, taxing authority or public instrumentality thereof, in each case, having one of the two highest ratings categories obtainable by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) with maturities of not more than two years from the date of acquisition; (10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated within the three highest ratings categories by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower); (11) with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business; provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of, bankers’ acceptance of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business; provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “A-2” or the equivalent thereof or from Xxxxx’x is at least “P-2” or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than 270 days from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank; (12) Indebtedness or Preferred Stock issued by Persons with a rating of “BBB-” or higher from S&P or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) with maturities of 24 months or less from the date of acquisition; (13) bills of exchange issued in the United States, Canada, a member state of the European Union or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent); (14) investments in money market funds access to which is provided as part of “sweep” accounts maintained with any bank meeting the qualifications specified in clause (3) above; (15) investments in industrial development revenue bonds that (i) “re-set” interest rates not less frequently than quarterly, (ii) are entitled to the benefit of a remarketing arrangement with an established broker dealer and (iii) are supported by a direct pay letter of credit covering principal and accrued interest that is issued by any bank meeting the qualifications specified in clause (3) above; (16) investments in pooled funds or investment accounts consisting of investments in the nature described in the foregoing clause (15); (17) Cash Equivalents or instruments similar to those referred to in clauses (1) through (16) above denominated in Dollars or any Alternative Currency; 13 US-DOCS\140506888.9146702970.6
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(18) interests in any readily tradeable investment company, money market, enhanced high yield fund or other investment fund which invests 90.0% or more of its assets in instruments of the types specified in clauses (1) through (17) above; and (19) any marketable securities portfolio owned by the Borrower and its Subsidiaries on the Closing Date. In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include (a) investments of the type and maturity described in clauses (1) through (9) and clauses (11) through (14) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (14) and in this paragraph. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above, provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within 10 Business Days following the receipt of such amounts. For the avoidance of doubt, any items identified as Cash Equivalents under this definition (other than clause (16) above) will be deemed to be Cash Equivalents for all purposes under this Agreement regardless of the treatment of such items under GAAP. “Cash Management Agreement” means any agreement to provide any of the following to the extent not constituting a line of credit (other than an overnight draft facility that is not in default): automated clearing house transactions, treasury, depository, credit or debit card, purchasing card, stored value card, electronic fund transfer services and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services or other cash management arrangements in the ordinary course of business or consistent with past practice. “Cash Management Bank” means any Person that, at the time it enters into a Cash Management Agreement, is a Lender or an Arranger or the Administrative Agent or an Affiliate of a Lender or an Arranger or the Administrative Agent, in its capacity as a party to such Cash Management Agreement. “CFC” shall mean any Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code. “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 regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “Change of Control” means: (1) the Borrower becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date), other than one or more Permitted Holders, becoming the “beneficial owner” (as defined in Rules 13d-3 of the Exchange Act as in effect on the Closing Date) of more than 50.0% of the total voting power of the Voting Stock of the Borrower; 14 US-DOCS\140506888.9146702970.6
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(2) the sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries taken as a whole to a Person, other than the Borrower or any of its Restricted Subsidiaries or one or more Permitted Holders; or (3) a “change of control” or similar event shall occur under any of the 2017 Senior Notes. Notwithstanding the foregoing, (x) the right to acquire Voting Stock (so long as such person does not have the right to direct the voting of the Voting Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a “beneficial owner,” and (y) a transaction will not be deemed to involve a Change of Control solely as a result of the Borrower becoming a direct or indirect wholly-owned subsidiary of a holding company if (A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction, or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, or more than 50.0% of the Voting Stock of such holding company. “CIS” means PCR Insurance Company, an Arizona corporation, one hundred percent of the Equity Interests in which are held by the Borrower, which acts as a Captive Insurance Company for the purpose of engaging in the business of insuring certain business risks of the Borrower and its Subsidiaries and Permitted Insureds. “Closing Date” means the date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 11.01. “Code” means the Internal Revenue Code of 1986, as amended. “Collateral” means a collective reference to all real and personal property with respect to which Xxxxx in favor of the Administrative Agent, for the benefit of itself and the Secured Parties, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents. “Collateral Documents” means a collective reference to the Security Agreement, the Mortgages, intellectual property security agreements and any and all other security documents as may be executed and delivered by any one or more of the Loan Parties pursuant to the terms of this Agreement, including without limitation, pursuant to the terms of Section 6.14, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties. “Collateral Foreign Subsidiary” has the meaning set forth in the definition of “Excluded Property”. “Commitment” means (i) a Term Commitment, (ii) a Revolving Credit Commitment, (iii) an Incremental Term Commitment, (iv) an Incremental Revolving Commitment, (v) an Other Term Commitment or (vi) an Other Revolving Commitment, as the context may require. “Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to another, or (d) a continuation of SOFR Loans, pursuant to Section 2.02(a), substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent (provided that a Committed Loan Notice requesting only a conversion of Loans to another Type or a continuation of SOFR Loans shall not contain a reaffirmation of representations and warranties), appropriately completed and signed by a Responsible Officer of the Borrower. “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. 15 US-DOCS\140506888.9146702970.6
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“Compliance Certificate” means a certificate substantially in the form of Exhibit D. “Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.05 and other technical, administrative or operational matters) that the Administrative Agent decides, in consultation with the Borrower, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides, in consultation with the Borrower, that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides, in consultation with the Borrower, is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. “Consenting Lender” has the meaning specified in the Fourth Amendment. “Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including amortization or write-off of (i) intangibles and non-cash organization costs, (ii) deferred financing fees or costs and (iii) capitalized expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs, the amortization of original issue discount resulting from the issuance of Indebtedness at less than par and amortization of favorable or unfavorable lease assets or liabilities, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP and any write-down of assets or asset value carried on the balance sheet. “Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period: (1) increased (without duplication) by: (a) any fees, costs, expenses or charges (other than Consolidated Depreciation and Amortization Expense) related to any actual, proposed or contemplated Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Convertible Notes, the 2017 Senior Notes, this Agreement, Receivables Facilities, Securitization Transactions, any other Indebtedness permitted to be incurred under this Agreement and any Securitization Fees, and (ii) any amendment, waiver or other modification of the Convertible Notes, the 2017 Senior Notes, this Agreement, Receivables Facilities, Securitization Transactions, any Securitization Fees, any other Indebtedness permitted to be incurred under this Agreement or any Equity Offering, in each case, whether or not consummated, to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus (b) provision for Taxes based on income, profits, revenue or capital, including, without limitation, federal, state, provincial, territorial, local, foreign, unitary, excise, property, franchise and similar Taxes and foreign withholding and similar Taxes of such Person paid or accrued during such period, including any penalties and interest relating to any Tax examinations (including, without limitation, 16 US-DOCS\140506888.9146702970.6
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any additions to such Taxes, and any penalties and interest with respect thereto), deducted (and not added back) in computing Consolidated Net Income; plus (c) any other non-cash charges, write-downs, expenses, losses, non-cash judgments or settlements and related non-cash expenses or non-cash items reducing Consolidated Net Income for such period including any impairment charges or the impact of purchase accounting (excluding any such non-cash charge, write-down or item representing an accrual or reserve for project write-downs or operations in the ordinary course); provided, that if any such non-cash charge, write-down or item represents an accrual or reserve for a cash expenditure for a future period then the cash payment in such future period shall be subtracted from Consolidated EBITDA when paid; provided further, that, for the purpose of calculating Consolidated EBITDA when used to calculate the First Lien Net Leverage Ratio in order to determine compliance with Section 7.11 of this Agreement and when used in clause (i) of the definition of “Applicable Rate” (and for the avoidance of doubt, no other Section or definition) (in each case, beginning with the four fiscal quarter period ending March 31, 2023), the aggregate amount added back resulting from non-cash settlements (and for the avoidance of doubt, no other non-cash items) pursuant to this clause (c) arising on and after January 1, 2023 that reduces Consolidated Net Income for the fiscal quarter ending March 31, 2023 or any subsequent fiscal quarter, shall not exceed 15% of Consolidated EBITDA in any period of four consecutive quarters; plus (d) (i) the amount of any restructuring charge, reserve, integration cost or other business optimization expense or cost (including charges directly related to the implementation of cost-savings initiatives) that is deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions or divestitures after the Closing Date, including, without limitation, those related to any severance, retention, signing bonuses, relocation, recruiting and other employee related costs, future lease commitments and costs related to the opening and closure and/or consolidation of facilities and to exiting lines of business and (ii) fees, costs and expenses associated with acquisition related litigation and settlements thereof; provided, that such aggregate amounts pursuant to this clause (d), together with any add-backs made pursuant to clause (5) of the definition of “Consolidated Net Income”, shall not exceed 20% of Consolidated EBITDA in any period of four consecutive quarters, prior to giving effect to the pro forma adjustments (with such adjustments as are consistent with the pro forma adjustments set forth in the definition of “Pro Forma Basis”, which shall apply mutatis mutandis) for such period; provided, further, that for the avoidance of doubt, this clause (d) shall not include any addbacks for lost revenue solely resulting from or solely attributable to COVID-19; plus (e) any net loss included in the Consolidated Net Income attributable to non-controlling interests pursuant to the application of FASB ASC Topic 000-00-00 (“Topic 810”); plus (f) the amount of board of director fees, management, monitoring, advisory, consulting, refinancing, subsequent transaction, advisory and exit fees (including termination fees) and related indemnities and expenses paid or accrued in such period to any member of the board of directors of the Borrower, any Permitted Holder or any Affiliate of a Permitted Holder to the extent permitted under Section 7.08; plus (g) net realized losses from Swap Obligations or embedded derivatives that require similar accounting treatment and the application of FASB ASC Topic 815 and related pronouncements; plus (h) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus 17 US-DOCS\140506888.9146702970.6
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(i) any costs or expense incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any severance agreement or any stock subscription or shareholder agreement; plus (j) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of the initial application of FASB ASC Topic 715, and any other items of a similar nature; plus (k) (i) the amount of loss or discount on a sale of Securitization Assets and related assets to the Securitization Subsidiary in connection with a Securitization Transaction and (ii) fees related to Securitization Transaction; plus (l) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments, in each case in connection with acquisitions or an Investment; plus (m) [Reserved]; (n) Fixed Charges of such Person for such period (including (x) net losses on any Swap Obligations or other derivative instruments entered into for the purpose of hedging interest rate, currency or commodities risk, (y) bank fees and (z) costs of surety bonds in connection with financing activities, plus amounts excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (t) through (z) in clause (1) thereof), to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus (o) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus (p) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary; plus (q) realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Borrower and its Restricted Subsidiaries; plus (r) the amount of expenses relating to payments made to option holders of the Borrower or any Parent Entity in connection with, or as a result of, any distribution being made to equityholders of such Person or its Parent Entities, which payments are being made to compensate such option holders as though they were equityholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted under this Agreement; plus (s) losses, expenses or charges (including all fees and expenses or charges related thereto) (i) from abandoned, closed, disposed or discontinued operations and any losses on disposal of abandoned, closed or discontinued operations and (ii) attributable to business dispositions or asset dispositions (other than in the ordinary course of business) as determined in good faith; plus (t) to the extent the related loss is not added back in calculating such Consolidated Net Income, proceeds of business interruption insurance policies to the extent of such related loss; and 18 US-DOCS\140506888.9146702970.6
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(2) decreased (without duplication) by: (a) non-cash gains increasing Consolidated Net Income of such Person for such period, including non-cash gains related to non-cash judgments or settlements, but excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period; plus (b) any net income included in Consolidated Net Income attributable to non-controlling interests pursuant to the application of Topic 810. “Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of: (i) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount or premium resulting from the issuance of Indebtedness at less than par (other than with respect to Indebtedness borrowed under the Credit Agreement in connection with the Transactions), (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of any Swap Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Swap Obligations with respect to Indebtedness, and excluding (s) Securitization Fees; (t) penalties and interest relating to Taxes, (u) any additional interest owing pursuant to any registration rights agreement, (v) accretion or accrual of discounted liabilities, other than Indebtedness, (w) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (x) amortization or write-off of deferred financing fees, debt issuance costs, debt discount or premium, terminated hedging obligations and other commissions, financing fees and expenses and, adjusted, to the extent included, to exclude any refunds or similar credits received in connection with the purchasing or procurement of goods or services under any purchasing card or similar program, (y) any expensing of bridge, commitment and other financing fees and (z) interest with respect to Indebtedness of any parent of such Person appearing upon the balance sheet of such Person solely by reason of push-down accounting under GAAP); plus (ii) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less (iii) interest income for such period. For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. “Consolidated Net Income” means, with respect to any Person for any period, the net income (loss) of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis on the basis of GAAP and before any reduction in respect of Preferred Stock dividends; provided, however, that there will not be included in such Consolidated Net Income: (1) any net income (loss) of any Person if such Person is not a wholly-owned Restricted Subsidiary, except that the net income of any Restricted Subsidiary attributable to the Borrower for such period will be included in such Consolidated Net Income; (2) any net income (loss) of any Person if such Person is not a Restricted Subsidiary (including any net income (loss) from investments recorded in such Person under the equity method of accounting), except that the Borrower’s equity in the net income of any such Person for such period will be included in such Consolidated 19 US-DOCS\140506888.9146702970.6
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Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that (as reasonably determined by an officer of the Borrower) could have been distributed by such Person during such period to the Borrower or a Restricted Subsidiary as a dividend or other distribution or return on investment (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (3) below); (3) solely for the purpose of determining the amount available for the Available Amount, any net income (loss) of any Restricted Subsidiary (other than the Guarantors) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Borrower or a Guarantor by operation of the terms of such Restricted Subsidiary’s articles, charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to this Agreement, the 2017 Senior Notes or the 2017 Indenture, and (c) restrictions permitted by this Agreement), except that the Borrower’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Borrower or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); (4) any gain (or loss), together with any related provisions for Taxes on any such gain (or the tax effect of any such loss), realized upon the sale or other disposition of any asset or disposed or discontinued operations of the Borrower or any Restricted Subsidiaries which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by an officer or the board of directors of the Borrower); (5) any extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or expense or any charges, expenses or reserves in respect of any restructuring, redundancy or severance expense or relocation costs, integration and facilities’ opening costs and other business optimization expenses and operating improvements (including related to new product introductions), systems development and establishment costs, accruals or reserves (including restructuring and integration costs related to acquisitions after the Closing Date and adjustments to existing reserves), whether or not classified as restructuring expense on the consolidated financial statements, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities, internal costs in respect of strategic initiatives and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), contract terminations and professional and consulting fees incurred with any of the foregoing; provided, that such aggregate amounts pursuant to this clause (5), together with any add-backs made pursuant to clause (d) of the definition of “Consolidated EBITDA”, shall not exceed 20% of Consolidated EBITDA in any period of four consecutive quarters, prior to giving effect to the pro forma adjustments for such period (with such adjustments as are consistent with the pro forma adjustments set forth in the definition of “Pro Forma Basis”, which shall apply mutatis mutandis); provided, further, that for the avoidance of doubt, this clause (5) shall not include any addbacks for lost revenue solely resulting from or solely attributable to COVID-19; (6) the cumulative non-cash effect of a change in accounting principles, including any impact resulting from an election by the Borrower to apply IFRS at any time following the Closing Date; (7) any (i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions or on the re-valuation of any benefit plan obligation and (ii) income (loss) attributable to deferred compensation plans or trusts; 20 US-DOCS\140506888.9146702970.6
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(8) all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness; (9) any unrealized gains or losses in respect of any Swap Obligations or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of any Swap Obligations; (10) any fees and expenses (including any transaction or retention bonus or similar payment) incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, asset disposition, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful (including, for avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with FASB ASC No. 805 and gains or losses associated with FASB ASC No. 460); (11) any unrealized foreign currency translation increases or decreases or transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person, including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Swap Obligations for currency exchange risk), and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies; (12) any unrealized foreign currency translation increases or decreases or transaction gains or losses in respect of Indebtedness, including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Swap Obligations for currency exchange risk), or other obligations of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary; (13) any purchase accounting effects, including, but not limited to, adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries), as a result of any consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development); (14) any goodwill or other intangible asset impairment charge, write-off or write-down and the amortization of intangibles arising pursuant to GAAP; (15) any after-tax effect of income (loss) from the early extinguishment or cancellation of Indebtedness or Swap Obligations or other derivative instruments; (16) accruals and reserves that are established or adjusted (including any adjustment of estimated payouts on existing earn-outs) that are so required to be established as a result of the Transactions in accordance with GAAP, or changes as a result of adoption or modification of accounting policies; (17) any net unrealized gains and losses resulting from Swap Obligations or embedded derivatives that require similar accounting treatment and the application of Topic 815 and related pronouncements or mark to market movement of other financial instruments pursuant to FASB ASC Topic 825 and related pronouncements; (18) any Transaction Costs; and 21 US-DOCS\140506888.9146702970.6
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(19) any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures and any deferred tax expense associated with tax deductions or net operating losses arising as a result of the Transactions, or the release of any valuation allowances related to such item. In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder, or, so long as the Borrower has made a good faith determination that there exists reasonable evidence that such amount will in fact be reimbursed and only to the extent that such amount is (A) not denied by the applicable payor in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days) and (ii) to the extent covered by insurance (including business interruption insurance) and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption. “Consolidated Total Assets” means, as of any date, the total assets of the Borrower and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, determined based upon the most recent month-end financial statements available internally as of the date of determination, and calculated on a Pro Forma Basis. “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or indirectly, any operating lease, dividend or other obligation that does not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”), including any obligation of such Person, whether or not contingent: (1) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (2) to advance or supply funds: (a) for the purchase or payment of any such primary obligation; or (b) to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. “Controlled Investment Affiliate” means, as to any Person, any other Person, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Borrower and/or other companies. 22 US-DOCS\140506888.9146702970.6
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“Convertible Notes” means the $200,000,000 aggregate principal amount of 2.875% Convertible Senior Notes due 2021 issued pursuant to the Convertible Notes Indenture. “Convertible Notes Accounts” has the meaning set forth in Section 4.01(a)(xvi). “Convertible Notes Indenture” means that certain Indenture dated as of June 15, 2016 among the Borrower and Wilmington Trust, National Association, as Trustee (as in effect on the Closing Date and, as may be amended, restated, supplemented or otherwise modified from time to time in accordance with Section 7.12). “Covenant Relief Conditions” means that each of the following shall be satisfied since the Second Amendment Effective Date through the last day of the Covenant Relief Period: (1) the Borrower shall not, nor shall it permit any Restricted Subsidiary to, pay or make, directly or indirectly, any Permitted Payment pursuant to Section 7.06(b)(vi), Section 7.06(b)(ix)(C) or Section 7.06(b)(ix)(B) (but solely with respect to the Management Advances described in clause (1)(ii) of the definition thereof); and (2) Anti-Cash Hoarding (I) as of the end of each fiscal month (commencing with the fiscal month ended March 31, 2023), so long as there are any Revolving Credit Loans and/or L/C Borrowings outstanding at the end of such fiscal month (or, to the extent there are any Revolving Credit Loans and/or L/C Borrowings outstanding on 5:00 p.m. on the last Business Day of any calendar week (beginning with the calendar week ending March 17, 2023), by 5:00 p.m. on the first Business Day following the end of any such calendar week), the Borrower shall not maintain unrestricted cash or Cash Equivalents of the Borrower and the Guarantors, after giving effect to any prepayments made pursuant to Section 2.05, in excess of $150,000,000 (excluding any unrestricted cash and Cash Equivalents constituting mobilization payments received by the Borrower or any Guarantor in the prior two (2) Business Days); provided, that the notice requirements in Section 2.05 shall not apply to any prepayment of Revolving Credit Loans in connection with this clause (2)(I); or (II) the Borrower shall not borrow any Revolving Credit Loans to the extent that immediately after giving effect to such Borrowing, unrestricted cash or Cash Equivalents of the Borrower and the Guarantors exceeds $150,000,000 (but excluding any unrestricted cash and Cash Equivalents constituting mobilization payments received by the Borrower or any Guarantor in the two (2) Business Days prior to the date of the requested borrowing). Each Request for Credit Extension shall include a certification with respect to the unrestricted cash or Cash Equivalents of the Borrower and Guarantors (but excluding any unrestricted cash and Cash Equivalents constituting mobilization payments received by the Borrower or any Guarantor in the two (2) Business Days prior to the date of the requested borrowing) immediately after giving effect to such Borrowing. “Covenant Relief Period” means the period commencing on the Second Amendment Effective Date and ending on the date on which the Administrative Agent receives from the Borrower the Compliance Certificate in respect of the fiscal year ending December 31, 2023 which shows that the Borrower is in compliance with Section 7.11(a) as of December 31, 2023. “Covered Party” has the meaning assigned to such term in Section 11.22. “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. “Current Assets” means, as of any date, all assets (other than Cash Equivalents or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries as “current assets” (other than amounts related to current or deferred Taxes based on income or profits), determined based upon the most recent month-end financial statements available internally as of the date of determination, and calculated on a Pro Forma Basis. 23 US-DOCS\140506888.9146702970.6
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that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder or that it believes one or more conditions to funding have not been satisfied (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 Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination. “Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction. “Designated Non-Cash Consideration” means the fair market value (as determined in good faith by the Borrower) of non-cash consideration received by the Borrower or any of the Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Non-Cash Consideration pursuant to an officer’s certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent payment, redemption, retirement, sale or other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 7.05 hereof. “Designated Preferred Stock” means Preferred Stock of the Borrower or a Parent Entity (other than Disqualified Stock) that is issued for cash (other than to the Borrower or a Subsidiary of the Borrower or an employee stock ownership plan or trust established by the Borrower or any such Subsidiary for the benefit of their employees to the extent funded by the Borrower or such Subsidiary) and that is designated as “Designated Preferred Stock” pursuant to an officer’s certificate of the Borrower at or prior to the issuance thereof, the Net Cash Proceeds of which are excluded from the calculation set forth in clause (iii) of the definition of “Available Amount”. “Disqualified Stock” means, with respect to any Person, any Equity Interests of such Person which 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: (1) matures or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund obligation or otherwise; or (2) is or may become (in accordance with its terms) upon the occurrence of certain events or otherwise redeemable or repurchasable for cash or in exchange for Indebtedness at the option of the holder of the Equity Interests in whole or in part, in each case on or prior to the earlier of (a) Latest Maturity Date or (b) the date on which there are Obligations outstanding; provided, however, that (i) only the portion of Equity Interests which so matures or is 25 US-DOCS\140506888.9146702970.6
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mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock and (ii) any Equity Interests that would constitute Disqualified Stock solely because the holders thereof have the right to require the Borrower to repurchase such Equity Interests upon the occurrence of a change of control or asset sale (howsoever defined or referred to) shall not constitute Disqualified Stock if any such redemption or repurchase obligation is subject to compliance by the relevant Person with Section 7.06 hereof; provided, however, that if such Equity Interests is issued to any future, current or former employee, director, officer, manager or consultant (or their respective Immediate Family Members), of the Borrower, any of its Subsidiaries, any Parent Entity or any other entity in which the Borrower or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the board of directors of the Borrower (or the compensation committee thereof) or any other plan for the benefit of current, former or future employees (or their respective Immediate Family Members) of the Borrower or its Subsidiaries or by any such plan to such employees (or their respective Immediate Family Members), such Equity Interests shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. “Dollar” and “$” mean lawful money of the United States. “Dollar Equivalent” of any currency at any date shall mean (a) the amount of such currency if such currency is Dollars or (b) the equivalent in Dollars of the amount of such currency if such currency is any currency other than Dollars, calculated on the basis of the Spot Rate (determined as of the most recent Revaluation Date) of the Administrative Agent or the L/C Issuer, as the case may be. “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States or the District of Columbia. “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Electing Guarantors” means any Excluded Subsidiary that, at the option, and in the sole discretion, of the Borrower has been designated a Loan Party. “Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)). “Engagement Letter” means that certain Engagement Letter, dated as of July 29, 2020, by and among Xxxxxxx Xxxxx Bank USA and the Borrower (as may be amended, restated, supplemented and otherwise modified from time to time). “Enterprise Transformative Event” means any merger, acquisition or Investment, in any such case by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of any Loan Document immediately prior to the consummation of such transaction or (b) if permitted by the terms of the Loan Documents (prior to giving effect to any amendments) immediately prior to the consummation of such transaction, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by the Borrower acting in good faith. 26 US-DOCS\140506888.9146702970.6
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“Environmental Laws” means any and all Federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. “Equity Interests” of any Person means any and all shares of, rights to purchase, warrants, options or depositary receipts for, or other equivalents of or partnership or other interests in (however designated), equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into or exchangeable for such equity (including those that can be settled with cash, equity or a combination thereof at settlement). “Equity Offering” means (x) a sale of Equity Interests of the Borrower (other than through the issuance of Disqualified Stock or Designated Preferred Stock or through an Excluded Contribution) other than offerings registered on Form S-8 (or any successor form) under the Securities Act or any similar offering in other jurisdictions, (y) issuances of Equity Interests to any Subsidiary of the Borrower, or (z) an equity contribution to the Borrower or any of the Restricted Subsidiaries (other than a contribution by the Borrower or any Subsidiary and other than through the issuance of Disqualified Stock or Designated Preferred Stock or through an Excluded Contribution). “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ERISA Affiliate” means any member of the ERISA Group. “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; (g) the assessment or imposition of any liability to any Loan Party under Section 4890H of the Code; or (h) a determination that any Pension Plan is, or is expected to be, in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA), or a determination that any Multiemployer Plan is, or is expected to be, in “critical” or “endangered” status under Section 432 of the Code or Section 305 of ERISA. “ERISA Group” means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Code. “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. 27 US-DOCS\140506888.9146702970.6
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“Euro” and “€” means the single currency of the Participating Member States. “Event of Default” has the meaning specified in Section 8.01. “Excess Cash Flow” means, for each fiscal year of the Borrower, the Consolidated Net Income of the Borrower for such period, minus, without duplication: (i) repayments, prepayments and other cash payments made with respect to the principal of any Indebtedness or the principal component of any Capitalized Lease Obligations of the Borrower or any Restricted Subsidiary during such period (excluding voluntary and mandatory prepayments of Term Loans, voluntary prepayments of Indebtedness described in the proviso to Section 2.05(b)(iii) and prepayments of Revolving Credit Loans and other revolving Indebtedness (except to the extent accompanied by a corresponding reduction in commitments), but including all premium, make-whole or penalty payments paid in cash (to the extent such payments were not already deducted in calculating Consolidated Net Income and are not otherwise prohibited under this Agreement)); provided that a mandatory prepayment of Indebtedness will only be deducted pursuant to this clause (i) to the extent not already deducted in the computation of Net Cash Proceeds of Asset Dispositions; minus (ii) (a) cash payments made by the Borrower or any Restricted Subsidiary during such period in respect of capital expenditures, Investments and Restricted Payments (excluding Restricted Payments made pursuant to Sections 7.06(a) and 7.06(b)(xvi)), Investments in Cash Equivalents and other items (including Investments and Restricted Payments) that are eliminated in consolidation and (b) cash payments that the Borrower or any Restricted Subsidiary is required to make in respect of capital expenditures and Investments within 365 days after the end of such period pursuant to binding obligations entered into prior to or during such period; provided that amounts described in this clause (ii) will not reduce Excess Cash Flow in subsequent periods and, to the extent not so paid, will increase Excess Cash Flow in the subsequent period; minus (iii) cash payments made by the Borrower or any Restricted Subsidiary during such period in respect of (a) long-term liabilities other than Indebtedness or (b) items for which an accrual or reserve was established in a prior period, in each case to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income; minus (iv) (a) cash payments made by the Borrower or any Restricted Subsidiary during such period in respect of Taxes (including distributions to any Parent Entity in respect of Taxes), to the extent such payments exceed the amount of tax expense deducted in calculating such Consolidated Net Income, and (b) cash payments that the Borrower or any Restricted Subsidiary will be required to make in respect of Taxes (including distributions to any Parent Entity in respect of Taxes) within 180 days after the end of such period; provided that amounts described in this clause (iv)(b) will not reduce Excess Cash Flow in subsequent periods; minus (v) all cash payments and other cash expenditures made by the Borrower or any Restricted Subsidiary during such period (a) with respect to items that were excluded in the calculation of such Consolidated Net Income or (b) that were not expensed during such period in accordance with GAAP; minus (vi) (a) all non-cash credits included in calculating such Consolidated Net Income; provided that any cash reimbursement of any such non-cash credit in any future period will be added to Excess Cash Flow in such future period to the extent previously deducted pursuant to this clause (vi) and (b) the amount of any net income of any Person if such Person is not a wholly-owned Restricted Subsidiary, except to the extent that such net income is actually distributed as cash or Cash Equivalents by such Person to the Borrower or a Loan Party; minus (vii) an amount equal to the sum of (a) the increase in the Working Capital of the Borrower during such period, if any, plus (b) the increase in long-term accounts receivable of the Borrower and the Restricted Subsidiaries, if any (other than any such increases contemplated by clauses (a) and (b) of this clause (vii) that are directly attributable to acquisitions of a Person or business unit by the Borrower and the Restricted Subsidiaries during such period); plus 28 US-DOCS\140506888.9146702970.6
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(viii) all non-cash charges, losses and expenses of the Borrower or any Restricted Subsidiary (other than non-cash judgments and settlements) that were deducted in calculating such Consolidated Net Income; provided that if any non-cash charge represents an accrual or reserve for cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Excess Cash Flow in such future period; plus (ix) all cash payments received by the Borrower or any Restricted Subsidiary during such period pursuant to Hedge Agreements that were not treated as revenue or net income under GAAP; plus (x) an amount equal to the sum of (a) the decrease in Working Capital of the Borrower during such period, if any, plus (b) the decrease in long-term accounts receivable of the Borrower and the Restricted Subsidiaries, if any (in each case, other than decreases resulting from non-cash judgments and settlements); plus (xi) all amounts referred to in clauses (i), (ii) and (iii) above to the extent funded with the proceeds of the issuance or the incurrence of Indebtedness (other than proceeds of revolving loans), Equity Offerings or any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition to any Person of, any assets. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended. “Excluded Contribution” means Net Cash Proceeds or property or assets received by the Borrower as capital contributions to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Borrower after the Closing Date or from the issuance or sale (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Borrower or any Subsidiary of the Borrower for the benefit of their employees to the extent funded by the Borrower or any Restricted Subsidiary) of Equity Interests (other than Disqualified Stock or Designated Preferred Stock) of the Borrower, in each case, to the extent designated as an Excluded Contribution pursuant to an officer’s certificate of the Borrower. “Excluded Property” means (i) any lease, lease evidencing Capitalized Lease Obligations, license, contract, permit, instrument, security or franchise agreement to which such Loan Party is a party or any property subject to a purchase money security interest, or any property governed by any such lease, lease evidencing Capitalized Lease Obligations to which such Loan Party is a party and any of its rights or interest thereunder, to the extent, but only to the extent, that a grant of a security interest therein in favor of the Administrative Agent would, under the terms of such lease, lease in respect of a lease evidencing Capitalized Lease Obligations, license, contract, permit, instrument, security or franchise agreement or purchase money arrangement, be prohibited by or result in a violation of law, rule or regulation or a breach of the terms or a condition of, or constitute a default or forfeiture under, or create a right of termination in favor of or require a consent (other than the consent of any Loan Party and any such consent which has been obtained (it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent)) of any other party to, such lease, lease evidencing Capitalized Lease Obligations, license, contract, permit, instrument, security or franchise agreement or purchase money arrangement; (ii) any of the outstanding Voting Stock issued by a (x) CFC, (y) FSHCO or (z) direct or indirect Subsidiary of either a CFC or FSHCO (each of the entities described in clauses (x)-(z), a “Collateral Foreign Subsidiary”), in each case, in excess of (A) 65% of the outstanding Voting Stock and (B) 100% of the outstanding non-Voting Stock of such Collateral Foreign Subsidiary; (iii) any property or assets of a Collateral Foreign Subsidiary; (iv) debt or other receivables owing to a Collateral Foreign Subsidiary; (v) any Equity Interests or assets of a Person to the extent that, and for so long as such Equity Interests constitute less than 100% of all Equity Interests of such Person, and the Person or Persons holding the remainder of such Equity Interests are not Affiliates of the Borrower; (vi) any Equity Interests in and any assets of an Unrestricted Subsidiary, an Insignificant Subsidiary, a Captive Insurance Company, a not-for-profit Subsidiary, certain special purpose entities or a Subsidiary party to a permitted Receivables Facility or a permitted Securitization Transaction (including Securitization Subsidiaries); (vii) (a) any motor vehicles, aircraft and other similar assets subject to certificates of title, (b) Letter of Credit Rights (as defined in the UCC) with a value of less than $7,500,000 individually (except to the extent a security interest therein can be perfected by the filing of UCC financing statements), and (c) Commercial Tort Claims (as defined in the UCC) with a claim value of less than $7,500,000 individually; (viii) any 29 US-DOCS\140506888.9146702970.6
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“intent-to-use” trademark applications for which a statement of use or an amendment to allege use has not been filed with and accepted by the United States Patent and Trademark Office (but only until such statement or amendment is filed with the United States Patent and Trademark Office), and solely to the extent if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of, or void or cause the abandonment or lapse of, such application or any registration that issues from such intent-to-use application under applicable U.S. law; (ix) those assets to the extent that a security interest in or perfection thereof would reasonably be expected to result in adverse tax consequences (other than de minimis adverse tax consequences) as reasonably determined by the Borrower; (x) those assets as to which the Administrative Agent and the Borrower reasonably determine, in writing, that the cost of obtaining a security interest in or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby; (xi) any real property leasehold interests (including any requirement to obtain any landlord waivers, estoppels and consents); (xii) except to the extent a security interest therein can be perfected by the filing of UCC financing statements or as expressly set forth on Schedule 6.19, cash and Cash Equivalents, deposit and securities accounts (including securities entitlements and related assets credited thereto) (in each case, other than cash and cash equivalents constituting Proceeds (as defined in the UCC) of other “Collateral”) and any other assets requiring perfection through control agreements or perfection by “control” (in each case, other than cash and Cash Equivalents on deposit with the Administrative Agent); provided that the exclusions referred to in this clause (xii) shall not include any Proceeds of any such assets to the extent such Proceeds constitute Excluded Property; (xiii) those assets with respect to which the granting of security interests in such assets would be prohibited by any contract permitted under the terms of this Agreement (not entered into in contemplation thereof and with respect to assets that are subject to such contract), applicable law or regulation (other than to the extent that any such law, rule, regulation, term, prohibition or condition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code of the United States) or principles of equity, and other than receivables and Proceeds of any of the foregoing the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding such law, rule, regulation, term, prohibition or condition), or would require governmental, regulatory or third party (other than any Loan Party) consent, approval, license or authorization (unless such consent, approval, license or authorization has been received, it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent, approval, license or authorization) or create a right of termination in favor of any Person (other than an Affiliate of the Borrower) party to any such contract (after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law other than Proceeds and receivables thereof); provided that immediately upon the ineffectiveness, lapse or termination of any such law, rule, regulation, term, prohibition, condition or provision the Collateral shall include, and such Person shall be deemed to have granted a security interest in, all such rights and interests as if such law, rule, regulation, term, prohibition, condition or provision had never been in effect; provided that the exclusions referred to in this clause (xiii) shall not include any Proceeds of any such assets except to the extent such Proceeds constitute Excluded Property; (xiv) all owned real property not constituting Material Real Estate Assets; (xv) margin stock (within the meaning of Regulation U issued by the FRB); (xvi) any assets that are located or titled outside of the United States of America or are governed by or arise under the law of any jurisdiction outside of the United States of America (and no action need be taken on or with respect to any such assets to create or perfect a security interest in any such asset, including any intellectual property in any jurisdiction outside of the United States of America); (xvii) any assets acquired in connection with a permitted Investment subject to Liens permitted by the Loan Documents and which are subject to contractual arrangements prohibiting a Lien securing the Obligations to the extent not entered into in contemplation thereof, (xviii) receivables and related assets (or interests therein) sold to any Subsidiary party to a permitted Receivables Facility or Securitization Transaction or otherwise pledged, factored, transferred or sold in connection with a permitted Receivables Facility or a permitted Securitization Transaction and (xix) property listed on Schedule 1.01 hereto. Notwithstanding anything to the contrary, “Excluded Property” shall not include any Proceeds, substitutions or replacements of any “Excluded Property” referred to in clauses (i) through (xviii) (unless such Proceeds, substitutions or replacements would itself or themselves independently constitute “Excluded Property” referred to in any of clauses (i) through (xviii)). Each category of Collateral set forth above shall have the meaning set forth in the UCC (to the extent such term is defined in the UCC). 30 US-DOCS\140506888.9146702970.6
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“Excluded Subsidiary” means any: (i) Insignificant Subsidiary; (ii) Subsidiary that is not a Wholly Owned Subsidiary of the Borrower; (iii) Unrestricted Subsidiary; (iv) Foreign Subsidiary; (v) Domestic Subsidiary of a Foreign Subsidiary; (vi) Collateral Foreign Subsidiary; (vii) Subsidiary with respect to which a guarantee by it of the Borrower’s obligations would reasonably be expected to result in adverse tax consequences (other than de minimis adverse tax consequences), as reasonably determined by the Borrower; (viii) Subsidiary if acting as a Guarantor, or its Guarantee, would, and only so long as it would, (a) be prohibited by law or regulation or by any contractual obligation existing on the (but not incurred in anticipation of) Closing Date or on the date such Subsidiary is acquired or organized (as long as, in the case of an acquisition of a subsidiary, such prohibition did not arise as part of such acquisition) or (b) require a governmental or third-party consent, approval, license or authorization (unless such consent, approval, license or authorization has been received); and (ix) any Subsidiary that is a Captive Insurance Company, not-for-profit Subsidiary or Subsidiary which is a special purpose entity (including Subsidiaries used for Securitization Transactions and Receivables Facilities); in each case, unless the Borrower determines in its sole discretion, upon notice to the Administrative Agent, that any of the foregoing Persons (other than a Subsidiary that is not a Wholly Owned Subsidiary of the Borrower or the Borrower) should not be an Excluded Subsidiary until the date on which the Borrower has informed the Administrative Agent that it elects to have such Person be an Excluded Subsidiary; provided that the Guarantee and the security interest provided by such Person is full and unconditional and fully enforceable in the jurisdiction of organization of such Person. “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition. “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, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Xxxxxx’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any withholding Taxes imposed pursuant to FATCA. “Existing Credit Agreement” shall have the meaning given such term as set forth in Section 4.01(a)(xii). “Existing Term Lender” means a Lender holding a Term Loan immediately prior to the Fourth Amendment Effective Date. “Existing Term Loans” means the Term Loans outstanding immediately prior to the Fourth Amendment Effective Date. 31 US-DOCS\140506888.9146702970.6
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“Facility” means the Term Facility, the Revolving Credit Facility or an Incremental Facility, as the context may require. “FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board. “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent. If the Federal Funds Rate determined as provided above would be less than zero, the Federal Funds Rate shall be deemed to be zero. “Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source. “Fee Letters” has the meaning set forth in the Engagement Letter. “First Lien Net Indebtedness” means, as of any determination date, (i) the aggregate principal amount of Indebtedness for borrowed money (other than Indebtedness with respect to Cash Management Agreements and intercompany Indebtedness) as of such date that is secured by a Lien on assets of the Borrower and its Restricted Subsidiaries that is pari passu with the Lien securing the Obligations (or in the case of Liens on assets that are not Collateral, first priority Liens), minus (ii) the aggregate amount of unrestricted cash and Cash Equivalents included in the consolidated balance sheet of the Borrower and the Guarantors as of the end of the most recent fiscal period for which internal financial statements are available, in each case, on a Pro Forma Basis and as determined in good faith by the Borrower. For the avoidance of doubt, “First Lien Net Indebtedness” shall exclude Indebtedness in respect of any Receivables Facility or Securitization Transaction. “First Lien Net Leverage Ratio” means, as of any date of determination, the ratio of (i) First Lien Net Indebtedness as of such date to (ii) LTM EBITDA, calculated on a Pro Forma Basis. “First Amendment” means that certain First Amendment to Credit Agreement dated as of the First Amendment Effective Date. “First Amendment Effective Date” means October 31, 2022, the date on which all conditions precedent set forth in Article II of the First Amendment were satisfied (or waived). “Fitch” means Fitch Investors Services, Inc. and any successor thereto. “Fixed Amounts” has the meaning set forth in Section 1.11(b). “Fixed Charge Coverage Ratio” means, with respect to any Person on any determination date, the ratio of (i) Consolidated EBITDA of such Person for the most recent four consecutive fiscal quarters ending immediately prior to such determination date for which internal consolidated financial statements are available to (ii) the Fixed Charges of such Person for the reference period. 32 US-DOCS\140506888.9146702970.6
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“Fixed Charges” means, with respect to any Person for any period, the sum of: (i) Consolidated Interest Expense of such Person for such period; (ii) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person and any Restricted Subsidiary of such Person during such period; and (iii) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during this period. “Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Xxxxxxx-Xxxxxx Flood Insurance Reform Act of 2012. “Floor” means, (I) with respect to any Revolving Credit Loans, 0.75% per annum, and (II) with respect to any Term Loans, 1.00% per annum. “Foreign Lender” means a Lender that is not a U.S. Person. “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. “Fourth Amendment” means that certain Fourth Amendment to Credit Agreement dated as of the Fourth Amendment Effective Date. “Fourth Amendment Effective Date” means December 20, 2023, the date on which all conditions precedent set forth in Article II of the Fourth Amendment were satisfied (or waived). “FRB” means the Board of Governors of the Federal Reserve System of the United States. “Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof. “FSHCO” shall mean any Domestic Subsidiary that has no material assets other than Equity Interests or debt interests in one or more CFCs. “Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, the statements and pronouncements of the Financial Accounting Standards Board and the requirements of the SEC, consistently applied and as in effect from time to time. “Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 33 US-DOCS\140506888.9146702970.6
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“Guarantee” means, any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person, including any such obligation, direct or indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or (2) entered into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” will not include (x) endorsements for collection or deposit in the ordinary course of business or consistent with past practice and (y) standard contractual indemnities or product warranties provided in the ordinary course of business, and provided, further, that the amount of any Guarantee shall be deemed to be the lower of (i) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (ii) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee or, if such Guarantee is not an unconditional guarantee of the entire amount of the primary obligation and such maximum amount is not stated or determinable, the amount of such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning. “Guarantors” means, collectively, (a) each wholly owned (directly or indirectly) Domestic Subsidiary of the Borrower as of the Closing Date (other than (i) any Collateral Foreign Subsidiary and (ii) any Subsidiary excluded as per the definition of Excluded Subsidiary) and each other Person that joins as a Guarantor pursuant to Section 6.12 and Section 6.15(d), together with their successors and permitted assigns and (b) with respect to Obligations owing by any Loan Party or any Subsidiary of a Loan Party (other than Obligations owing by the Borrower), the Borrower; provided that, notwithstanding the foregoing, the following Persons shall be Guarantors as of the Closing Date: (1) Black Construction Company, a Guam corporation, (2) Xxxx Acquisition, Inc., a Delaware corporation, (3) Xxxxxxxx Companies, Inc., a Delaware corporation and (4) Tutor Pacific Construction, LLC, a Delaware limited liability company. If the Borrower or any Restricted Subsidiary issues, sells or otherwise disposes of any Equity Interests of a Person that is a Guarantor such that, after giving effect thereto, such Person is no longer a Guarantor, any Investment by the Borrower or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time. “Guaranty” means, collectively, the Guaranty made by each Guarantor under Article X in favor of the Secured Parties, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12. “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law. “Hedge Bank” means any Person that, at the time it enters into a Swap Contract, is a Lender or the Administrative Agent or an Arranger or an Affiliate of a Lender or the Administrative Agent or an Arranger, in its capacity as a party to such Swap Contract. “Honor Date” has the meaning set forth in Section 2.03(c). “IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein. 34 US-DOCS\140506888.9146702970.6
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“Immediate Family Members” means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor. “Incremental Facility” has the meaning assigned to such term in Section 2.17. “Incremental Facility Amendment” has the meaning assigned to such term in Section 2.17(d). “Incremental Facility Closing Date” has the meaning assigned to such term in Section 2.17(d). “Incremental Loans” means, collectively, the Incremental Revolving Loans and the Incremental Term Loans. “Incremental Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Incremental Revolving Loans under any Incremental Facility Amendment with respect thereto, expressed as an amount representing the maximum principal amount of the Incremental Revolving Loans to be made by such Lender under such Incremental Facility Amendment, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.06. “Incremental Revolving Credit Facility” has the meaning assigned to such term in Section 2.17(a). “Incremental Revolving Lender” has the meaning assigned to such term in Section 2.17(e). “Incremental Revolving Loan” means a Loan made under an Incremental Revolving Credit Facility. “Incremental Term Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make an Incremental Term Loan under any Incremental Facility Amendment with respect thereto, expressed as an amount representing the maximum principal amount of the Incremental Term Loans to be made by such Lender under such Incremental Facility Amendment, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.06. “Incremental Term Facility” has the meaning assigned to such term in Section 2.17(a). “Incremental Term Loan” means a Loan made under an Incremental Term Facility. “incur” means issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided, however, that any Indebtedness or Equity Interests of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) will be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and the terms “incurred” and “incurrence” have meanings correlative to the foregoing and any Indebtedness pursuant to any revolving credit or similar facility shall only be “incurred” at the time any funds are borrowed thereunder. “Incurrence Based Amounts” has the meaning set forth in Section 1.11(b). “Indebtedness” means, with respect to any Person on any date of determination (without duplication): (1) the principal of indebtedness of such Person for borrowed money; 35 US-DOCS\140506888.9146702970.6
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(2) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (3) all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings thereunder that have not been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of incurrence); (4) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables or similar obligations to trade creditors), which purchase price is due more than one year after the date of placing such property in service or taking final delivery and title thereto; (5) subject to Section 1.03(d), Capitalized Lease Obligations of such Person; (6) the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends); (7) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Borrower) and (b) the amount of such Indebtedness of such other Persons; (8) Guarantees by such Person of the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person; and (9) to the extent not otherwise included in this definition, net obligations of such Person under Swap Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); with respect to clauses (1), (2), (4) and (5) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Swap Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, that Indebtedness of any Parent Entity appearing upon the balance sheet of the Borrower solely by reason of push-down accounting under GAAP shall be excluded. The term “Indebtedness” shall not include any lease, concession or license of property (or Guarantee thereof) which would be considered an operating lease under GAAP as in effect on the Closing Date, any prepayments of deposits received from clients or customers in the ordinary course of business or consistent with past practice, or obligations under any license, permit or other approval (or Guarantees given in respect of such obligations) incurred prior to the Closing Date or in the ordinary course of business or consistent with past practice. The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or liquidation preference thereof, in the case of any other Indebtedness. Indebtedness shall be calculated without giving effect to the effects of FASB ASC Topic No. 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness. Notwithstanding the above provisions, in no event shall the following constitute Indebtedness: 36 US-DOCS\140506888.9146702970.6
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(1) Contingent Obligations incurred in the ordinary course of business or consistent with past practice, other than Guarantees or other assumptions of Indebtedness; (2) services under Cash Management Agreements; (3) any lease, concession or license of property (or Guarantee thereof) which would be considered an operating lease under GAAP as in effect on the Closing Date or any prepayments of deposits received from clients or customers in the ordinary course of business or consistent with past practice; (4) obligations under any license, permit or other approval (or Guarantees given in respect of such obligations) incurred prior to the Closing Date or in the ordinary course of business or consistent with past practice; (5) in connection with the purchase by the Borrower or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner; (6) for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes; (7) [reserved]; (8) Indebtedness of any Parent Entity appearing on the balance sheet of the Borrower solely by reason of push down accounting under GAAP; (9) Equity Interests (other than Disqualified Stock); or (10) amounts owed to dissenting stockholders in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or action (whether actual, contingent or potential) with respect thereto (including any accrued interest), with respect to the Transactions. “Indemnified Taxes” means (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes. “Indemnitees” has the meaning specified in Section 11.04(b). “Indentures” means, collectively, the Convertible Notes Indenture and the 2017 Indenture. “Information” has the meaning specified in Section 11.07. “Insignificant Subsidiary” means as of any date, any Subsidiary that (i) did not, as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered (or were required to be delivered), have assets with a value in excess of 2.5% of the Consolidated Total Assets or revenues representing in excess of 2.5% of total revenues of the Borrower and the Restricted Subsidiaries for the period of four consecutive fiscal quarters for which financial statements have been delivered (or were required to be delivered), calculated on a consolidated basis in accordance with GAAP; and (ii) taken together with all Insignificant Subsidiaries as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered (or were required to be delivered), did not have assets with a value in excess of 5.0% of Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of the Borrower and the Restricted Subsidiaries on a consolidated basis for such four-quarter period. 37 US-DOCS\140506888.9146702970.6
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“Interest Payment Date” means, (a) as to any SOFR Loan, the last day of each Interest Period applicable to such Loan, the Maturity Date of the Facility under which such Loan was made and any prepayment date; provided, however, that if any Interest Period for a SOFR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing Line Loan, the last Business Day of each March, June, September and December, the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition) and any prepayment date. “Interest Period” means, as to each SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the date one, three or six months thereafter, in each case, as selected by the Borrower in its Committed Loan Notice; provided that: (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (b) any Interest Period pertaining to a SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (c) no Interest Period shall extend beyond the Maturity Date. “Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of advances, loans or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors, officers or employees of any Person in the ordinary course of business or consistent with past practice, and excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or the incurrence of a Guarantee of any obligation of, or any purchase or acquisition of Equity Interests, Indebtedness or other similar instruments issued by, such other Persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of GAAP; provided, however, that endorsements of negotiable instruments and documents in the ordinary course of business or consistent with past practice will not be deemed to be an Investment. If the Borrower or any Restricted Subsidiary issues, sells or otherwise disposes of any Equity Interests of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Borrower or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time. If the Borrower or any Restricted Subsidiary issues, sells or otherwise disposes of any Equity Interests of a Person that is a Guarantor such that, after giving effect thereto, such Person is no longer a Guarantor, any Investment by the Borrower or any Restricted Subsidiary in such non-Guarantor remaining after giving effect thereto will be deemed to be a new Investment at such time. For purposes of Section 6.15 and Section 7.06 hereof: (1) “Investment” will include the portion (proportionate to the Borrower’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the Borrower at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a re-designation of such Subsidiary as a Restricted Subsidiary, the Borrower will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Subsidiary at the time of such re-designation less (b) the portion (proportionate to the Borrower’s equity interest in such Subsidiary) of the fair market value of the net assets (as determined by the Borrower in good faith) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and (2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as reasonably determined in good faith by the Borrower. 38 US-DOCS\140506888.9146702970.6
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“Investment Grade Securities” means: (1) securities issued or directly and fully Guaranteed or insured by the United States or Canadian government or any agency or instrumentality thereof (other than Cash Equivalents); (2) securities issued or directly and fully guaranteed or insured by a member of the European Union, or any agency or instrumentality thereof (other than Cash Equivalents); (3) debt securities or debt instruments with a rating of “A-” or higher from S&P or “A3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments constituting loans or advances among the Borrower and its Subsidiaries; and (4) investments in any fund that invests exclusively in investments of the type described in clauses (1), (2) and (3) above which fund may also hold cash and Cash Equivalents pending investment or distribution. “Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the Borrower or any of its Subsidiaries. “IP Rights” has the meaning specified in Section 5.17. “IRS” means the United States Internal Revenue Service. “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). “Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit. “Joinder Agreement” means a joinder agreement substantially in the form of Exhibit F executed and delivered by a Domestic Subsidiary in accordance with the provisions of Section 6.12. “Joint Venture” means any Person in which the Borrower owns, directly or indirectly, less than one hundred percent (100%) of the equity interests therein. “Junior Indebtedness” means (1) any Indebtedness permitted to be incurred hereunder that is contractually subordinated in right of payment to the Obligations, unsecured or secured by Xxxxx that are contractually subordinated to the Liens securing the Obligations, (2) the 2017 Senior Notes, (3) the Convertible Notes or (4) any Refinancing Indebtedness in respect of any of the foregoing. “L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage. “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing. “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof. “L/C Issuer” means BMO Xxxxxx Bank N.A. in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder, or any other Revolving Credit Lender, requested by the Borrower and satisfactory to the Administrative Agent in its sole discretion, that has agreed in writing to act as an issuer of Letters of Credit pursuant to Section 2.03. 39 US-DOCS\140506888.9146702970.6
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“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. “Latest Maturity Date” means the latest of the Maturity Date for the Revolving Credit Facility, the Term Facility and any Maturity Date applicable to existing Incremental Term Loans or Other Term Loans, as of any date of determination. “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. “Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto, including each Revolving Credit Lender and each Term Lender, each other Person that becomes a “Lender” in accordance with this Agreement and their successors and assigns and, as the context requires, includes the Swing Line Lender. “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Xxxxxx’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office. “Letter of Credit” means each standby letter of credit (including Performance Letters of Credit) and each commercial letter of credit issued hereunder, providing for the payment of cash upon the honoring of a presentation thereunder. “Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer. “Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day). “Letter of Credit Fee” has the meaning specified in Section 2.03(h). “Letter of Credit Sublimit” means an amount equal to $75,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility. “Lien” means any mortgage, pledge, security interest, encumbrance, Lien, hypothecation or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof); provided that in no event shall an operating lease be deemed to constitute a Lien. “Limited Condition Acquisition” means any acquisition by the Borrower or one or more Restricted Subsidiaries permitted pursuant to the Loan Documents whose consummation is not conditioned on the availability of, or on obtaining, third party financing. “Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan. 40 US-DOCS\140506888.9146702970.6
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“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) any agreement creating or perfecting rights in cash collateral pursuant to the provisions of Section 2.15 of this Agreement, (d) each Joinder Agreement entered into after the Closing Date, (e) the Collateral Documents, (f) the Fee Letters, (g) each Issuer Document and (h) each intercreditor agreement entered into in connection with clause (vii) of the definition of “Additional Debt”, the Required Debt Terms or Section 2.18, in each case to the extent then in effect. “Loan Parties” means, collectively, the Borrower and each Guarantor. “LTM EBITDA” means, at any time, Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower as of the applicable date of determination. “Management Advances” means loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers, employees or consultants of the Borrower or any Restricted Subsidiary: (1) (i) in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business or consistent with past practice or (ii) for purposes of funding any such person’s purchase of Equity Interests (or similar obligations) of the Borrower, its Subsidiaries or any Parent Entity with (in the case of this sub-clause (ii)) the approval of the Board of Directors; (2) in respect of moving related expenses incurred in connection with any closing or consolidation of any facility or office; and (3) not exceeding $25,000,000 in the aggregate outstanding at any time. “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of either (i) Borrower or (ii) Borrower and the Guarantors taken as a whole, to perform their respective obligations under any Loan Document; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party; or (d) a material adverse effect upon the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents. “Material Real Estate Asset” means any fee-owned real property of any Loan Party having a fair market value in excess of $12,000,000 as of the date of the acquisition thereof. “Maturity Date” means, (i) in respect of the Revolving Credit Facility, August 18, 2025; provided, however, that (x) if on January 30, 2025, any Indebtedness evidenced by the 2017 Senior Notes remains outstanding, the Maturity Date shall be deemed to be January 30, 2025 and (y) the foregoing clause (i)(x) shall not apply to any Indebtedness that matures after November 17, 2025 and is incurred to refinance all or any portion of the 2017 Senior Notes; and (ii) in respect of the Term Facility, August 18, 2027; provided, however, that (x) (i) in respect of any Term Loans that are Tranche A Term Loans, if on January 30, 2025 any Indebtedness evidenced by the 2017 Senior Notes remains outstanding, the Maturity Date shall be deemed to be January 30, 2025 and (ii) in respect of any Term Loans that are Tranche B Term Loans, if on April 21, 2025 any Indebtedness evidenced by the 2017 Senior Notes remains outstanding, the Maturity Date shall be deemed to be April 21, 2025 and (y) the foregoing clause (ii)(x) shall not apply to any Indebtedness that matures after November 17, 2027 and is incurred to refinance all or any portion of the 2017 Senior Notes. “Maximum Additional Debt Amount” means, at any date of determination, the sum of: (a) (i) an amount equal to the greater of (x) $173,500,000 and (y) 50.0% of LTM EBITDA (the “Unrestricted Amount”) less Additional Debt or Incremental Facilities incurred pursuant to the Unrestricted Amount (subject to the reclassification rights set forth in the last paragraph of this definition); plus 41 US-DOCS\140506888.9146702970.6
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(b) an unlimited amount (the amount set forth in this clause (b), the “Ratio Basket Amount”) if after giving effect to the incurrence of such Additional Debt or Incremental Facility and the application of the proceeds therefrom: (i) if such Incremental Facility or Additional Debt is secured on a pari passu basis to the Obligations, the First Lien Net Leverage Ratio, calculated on a Pro Forma Basis as of the applicable date of determination, is no greater than 1.35 to 1.00, (ii) if such Incremental Facility or Additional Debt is secured on a junior Lien basis to the Obligations, the Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the applicable date of determination, is no greater than 3.50 to 1.00 and (iii) if such Incremental Facility or Additional Debt is unsecured, at the Borrower’s election at the time of incurrence (x) the Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the applicable date of determination (A) is no greater than 3.50 to 1.00 or (y) the Fixed Charge Coverage Ratio, calculated on a Pro Forma Basis as of the applicable date of determination is no less than 2.00 to 1.00; provided, that for purposes of calculating “First Lien Net Leverage Ratio”, “Total Net Leverage Ratio” or “Fixed Charge Coverage Ratio” in this clause (b), (i) to the extent the proceeds of any Additional Debt or Incremental Facility are intended to be applied to finance a Limited Condition Acquisition, at the election of the Borrower, the First Lien Net Leverage Ratio, Total Net Leverage Ratio or Fixed Charge Coverage Ratio, as the case may be, shall instead be tested in accordance with Section 1.11; (ii) all Revolving Credit Commitments, Additional Debt and Incremental Facilities in each case established on or prior to such date shall be assumed to be fully drawn for purposes of the calculation of “First Lien Net Leverage Ratio”, “Total Net Leverage Ratio” or “Fixed Charge Coverage Ratio”, (iii) the proceeds of such Additional Debt or Incremental Facilities are not included as unrestricted cash and Cash Equivalents in clause (i) of the definition of “First Lien Net Leverage Ratio”, “Total Net Leverage Ratio” or “Fixed Charge Coverage Ratio”; provided that to the extent the proceeds of such Incremental Loans are to be used to prepay Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may be calculated on a Pro Forma Basis, (iv) Additional Debt and Incremental Facilities, at the election of the Borrower, may be incurred pursuant to clause (b) above prior to utilization of amounts set forth in clause (a) above (including, for the avoidance of doubt, as part of the same transaction) and (v) amounts incurred in reliance on the Unrestricted Amount concurrently with amounts incurred in reliance on clause (b) above shall not be included as Indebtedness in the First Lien Net Leverage Ratio, Total Net Leverage Ratio or Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to clause (b) above on the same day. In determining the Maximum Additional Debt Amount, if all or any portion of any Additional Debt or Incremental Facility was incurred or issued in reliance on the Unrestricted Amount and thereafter such amount could have been incurred pursuant to the applicable subclause of clause (b) of this definition, in the Borrower’s sole discretion such Additional Debt or Incremental Facility may be reclassified as having been incurred pursuant to clause (b) of this definition and thereafter shall not count as utilization of the Unrestricted Amount. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest, premium, fees or expenses, in the form of additional Indebtedness, Disqualified Stock or Preferred Stock on any Incremental Facility or Additional Debt incurred pursuant to the Unrestricted Amount shall not reduce the amount available to be incurred as Unrestricted Amount. “Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 103% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.15(a)(i), (a)(ii) or (a)(iii), an amount equal to 103% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion. 42 US-DOCS\140506888.9146702970.6
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“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto. “Mortgaged Property” means any real property that is owned or leased by a Loan Party and is subject to a Mortgage. “Mortgages” means the mortgages, deeds of trust or deeds to secure debt that purport to grant to the Administrative Agent a security interest in the fee interests and/or leasehold interests of any Loan Party in any real property. “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. “Net Cash Proceeds” means: (a) in connection with any Prepayment Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) received by any Loan Party, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, consulting fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Prepayment Event (other than any Lien pursuant to a Security Document or any Lien on all or any part of the Collateral), and other customary fees and expenses actually incurred by any Loan Party in connection therewith; (ii) taxes paid or reasonably estimated to be payable by any Loan Party as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements); (iii) the amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes deducted pursuant to clause (ii) above) (A) associated with the assets that are the subject of such event and (B) retained by any Loan Party; provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such event occurring on the date of such reduction and (iv) the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (iv)) attributable to minority interests and not available for distribution to or for the account of any Loan Party as a result thereof and (b) in connection with any issuance of any Equity Interests or issuance or sale of debt securities or instruments or the incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, consulting fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result of such issuance or sale (including, for the avoidance of doubt, any income, withholding and other taxes payable as a result of the distribution of such proceeds to the Borrower (after taking into account any available tax credits or deductions and any tax sharing arrangements, and including distributions for Related Taxes)). “Non-Consenting Lender” means any Lender that does not approve any proposed consent, change, waiver, termination or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders. “Non-Consenting Term Lender” means, at any time, any Lender that holds Tranche A Term Loans at such time. “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. “Non-Extension Notice Date” has the meaning set forth in Section 2.03(b)(iii). “Non-Guarantor” means a Restricted Subsidiary that is not a Guarantor. 43 US-DOCS\140506888.9146702970.6
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“Note” means a Term Note or a Revolving Credit Note, as the context may require. “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that the Obligations shall exclude any Excluded Swap Obligations. “OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury. “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity. “Other Applicable Indebtedness” has the meaning assigned to such term in Section 2.05(b)(ii). “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 Documents). “Other Revolving Commitments” means, with respect to each Additional Refinancing Lender, the commitment, if any, of such Additional Refinancing Lender to make one or more Classes of Other Revolving Loans under any Refinancing Amendment, expressed as an amount representing the maximum principal amount of the Other Revolving Loans to be made by such Lender under such Refinancing Amendment, as such commitment may be (a) reduced pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.06. “Other Revolving Loans” means the Revolving Credit Loans made pursuant to any Other Revolving Commitment. “Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06). “Other Term Commitments” means, with respect to each Additional Refinancing Lender, the commitment, if any, of such Additional Refinancing Lender to make one or more Classes of Other Term Loans under any Refinancing Amendment, expressed as an amount representing the maximum principal amount of the Other Term Loans to be made by such Lender under such Refinancing Amendment, as such commitment may be (a) reduced pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.06. 44 US-DOCS\140506888.9146702970.6
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“Other Term Loans” means one or more classes of Term Loans made pursuant to or that result from a Refinancing Amendment. “Outstanding Amount” means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the Dollar Equivalent of the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts. “Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent or the L/C Issuer, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative Agent in the applicable offshore interbank market for such currency to major banks in such interbank market. “Parent Entity” means any direct or indirect parent of the Borrower. “Parent Entity Expenses” means: (1) costs (including all professional fees and expenses) incurred by any Parent Entity in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement or any other agreement or instrument relating to the Notes, the Guarantees or any other Indebtedness of the Borrower or any Restricted Subsidiary, including in respect of any reports filed or delivered with respect to the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder; (2) customary indemnification obligations of any Parent Entity owing to directors, officers, employees or other Persons under its articles, charter, by-laws, partnership agreement or other organizational documents or pursuant to written agreements with any such Person to the extent relating to the Borrower and its Subsidiaries; (3) obligations of any Parent Entity in respect of director and officer insurance (including premiums therefor) to the extent relating to the Borrower and its Subsidiaries; (4) (x) general corporate overhead expenses, including professional fees and expenses and (y) other operational expenses of any Parent Entity related to the ownership or operation of the business of the Borrower or any of its Restricted Subsidiaries; (5) expenses incurred by any Parent Entity in connection with any offering, sale, conversion or exchange of Equity Interests or Indebtedness; and (6) amounts to finance Investments that would otherwise be permitted to be made pursuant to Section 7.06 hereof if made by the Borrower; provided, that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) such direct or indirect parent company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Borrower or any of the Restricted Subsidiaries or (2) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrower or any of the Restricted Subsidiaries (to the extent not prohibited by Section 7.04 hereof) in order to consummate such Investment, (C) such direct or indirect 45 US-DOCS\140506888.9146702970.6
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parent company and its Affiliates (other than the Borrower or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except (7) to the extent the Borrower or a Restricted Subsidiary could have given such consideration or made such payment in compliance with this Agreement and such consideration or other payment is included as a Restricted Payment under this Agreement, (A) any property received by the Borrower shall not increase amounts available for Restricted Payments pursuant to clause (iii) of the definition of “Available Amount” and (B) such Investment shall be deemed to be made by the Borrower or such Restricted Subsidiary pursuant to another provision of this covenant or pursuant to the definition of “Permitted Investments.” “Participant” has the meaning specified in Section 11.06(d). “Participant Register” has the meaning specified in Section 11.06(d). “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Title IV of ERISA (or any successor). “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA or Section 412 of the Code and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. “Performance Letter of Credit” means any Letter of Credit that is a “performance standby letter of credit” as set forth in applicable Laws promulgated from time to time by the FRB. “Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”. “Permitted Acquisition” means any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the assets of any Person or of all or substantially all of any business or division of any Person, (b) acquisition of all or substantially all of the Equity Interests of any Person and otherwise causing such Person to become a Restricted Subsidiary or (c) merger or consolidation or any other combination with any Person, in the case of each of clauses (a), (b) and (c), if each of the following conditions is met: (1) no Default or Event of Default has occurred and is continuing or would result therefrom; and (2) as of the date the definitive agreement for such acquisition is entered into and after giving pro forma effect to such transaction, the Borrower shall be in compliance with the financial covenant set forth in Section 7.11 as of the most recent period for which financial statements were required to be delivered pursuant to Section 6.01(a) or (b) (assuming, for purposes of Section 7.11, that such transaction had occurred on the first day of such relevant period). “Permitted Holders” means, (a) Xxxxxx X. Xxxxx; (b) any of his brothers, sisters, children of brothers and sisters, grandchildren, grandnieces, grandnephews and other members of his immediate family and other descendants; (c) in the event of the incompetence or death of any of the Persons described in clauses (a) and (b), such Person’s estate, executor, administrator, committee or other personal representative; (d) any trusts created for the benefit of the Persons described in clause (a) or (b); (e) any Person controlled by any of the Persons described in clause (a), (b), or (d); or (f) any group of Persons (as defined in the Exchange Act) in which the Persons described in clause (a), (b), or (d), individually or collectively, control such group or hold more than 50% of the total voting power of the Voting Stock of the Borrower held by such group. For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Permitted Indebtedness” has the meaning specified in Section 7.03. 46 US-DOCS\140506888.9146702970.6
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“Permitted Insured” means (a) any Person, including any subcontractor of the Borrower or one of its Subsidiaries, engaged to perform work on projects, (b) any vendor engaged to provide goods or services to projects, and (c) any owner of or interest holder in projects for projects in which the Borrower or one of its Subsidiaries is acting as the general contractor or a subcontractor. “Permitted Investment” means (in each case, by the Borrower or any of its Restricted Subsidiaries): (1) Investments in (i) a Restricted Subsidiary (including the Equity Interests of a Restricted Subsidiary) or the Borrower or (ii) a Person (including the Equity Interests of any such Person) that will, upon the making of such Investment, become a Restricted Subsidiary; provided, that the aggregate amount of such Investments by Loan Parties in Non-Guarantors shall not exceed the greater of (a) $87,500,000 and (b) 25% of LTM EBITDA. (2) Investments in another Person if such Person is engaged in any Similar Business and as a result of such Investment such other Person is merged, amalgamated, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets to, the Borrower or a Guarantor; (3) Investments in cash, Cash Equivalents or Investment Grade Securities; (4) Investments in receivables owing to the Borrower or any Restricted Subsidiary created or acquired in the ordinary course of business or consistent with past practice; (5) Investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business or consistent with past practice; (6) Management Advances; (7) Investments received in settlement of debts created in the ordinary course of business or consistent with past practice and owing to the Borrower or any Restricted Subsidiary or in exchange for any other Investment or accounts receivable held by the Borrower or any such Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor or otherwise with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (8) Investments made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including an Asset Disposition; (9) Investments existing or pursuant to agreements or arrangements in effect on the Closing Date and any modification, replacement, renewal or extension thereof; provided that the amount of any such Investment may not be increased except (a) as required by the terms of such Investment as in existence on the Closing Date or (b) as otherwise permitted under this Agreement; (10) Swap Obligations, which transactions or obligations are incurred in compliance with Section 7.03 hereof; (11) pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 7.01 hereof; (12) any Investment to the extent made using Equity Interests of the Borrower (other than Disqualified Stock) or Equity Interests of any Parent Entity as consideration; (13) any transaction to the extent constituting an Investment that is permitted and made in accordance with Section 7.08(b) hereof (except those described in Sections 7.08(b)(i), (iii), (vi), (vii), (viii), (ix), and (xiii)); 47 US-DOCS\140506888.9146702970.6
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(14) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or licenses or leases of intellectual property, in any case, in the ordinary course of business and in accordance with this Agreement; (15) (i) Guarantees not prohibited by Section 7.03 hereof and (other than with respect to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary course of business and (ii) performance guarantees with respect to obligations that are permitted by this Agreement; (16) Investments consisting of xxxxxxx money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to the extent not otherwise prohibited by this Agreements; (17) Investments of a Restricted Subsidiary acquired after the Closing Date or of an entity merged or amalgamated into the Borrower or merged or amalgamated into or consolidated with a Guarantor after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; (18) Investments consisting of licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (19) contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (20) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (20) that are at that time outstanding, not to exceed (when taken together with the aggregate amount of Restricted Payments made pursuant to Section 7.06(b)(xvi)(A)) the greater of (a) $150,000,000 and 40% of LTM EBITDA (with the fair market value of each Investment being measured at the time such investments were originally made and without giving effect to subsequent changes in value) plus the amount of any distributions, dividends, payments or other returns in respect of such Investments (without duplication for purposes of Section 7.06 of any amounts applied pursuant to such covenant); provided that if such Investment is in Equity Interests of a Person that subsequently becomes a Guarantor, such Investment shall thereafter be deemed permitted under clause (1) or (2) above and shall not be included as having been made pursuant to this clause (20); (21) any Investment in Joint Ventures, in the ordinary course of business, consistent with past practice, provided, that no Event of Default shall be continuing or result therefrom and after giving effect thereto, the Total Net Leverage Ratio shall not exceed 3.50:1.00 on a Pro Forma Basis; (22) (i) Investments in any Person arising in connection with a Securitization Transaction or Receivables Facility and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets or Receivables Assets in connection with a Securitization Transaction or Receivables Facility; (23) Investments in connection with the Transactions made on the Closing Date; (24) additional Investments so long as after giving effect thereto, no Event of Default is continuing or would result therefrom and the Total Net Leverage Ratio shall be equal to or less than 1.50 to 1.00 on a Pro Forma Basis; (25) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is re-designated as a Restricted Subsidiary as described under Section 6.15; and (26) transactions entered into in order to consummate a Permitted Tax Restructuring. “Permitted Junior Debt Payments” shall mean any purchase, repurchase, redemption, defeasance or other acquisition or retirement of the Convertible Notes and the 2017 Senior Notes. 48 US-DOCS\140506888.9146702970.6
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“Permitted Liens” means, with respect to any Person: (1) Liens on assets or property of a Non-Guarantor securing Indebtedness of any Non-Guarantor; provided, further, that Non-Guarantors may not incur Liens under this clause (1) if, after giving pro forma effect to such incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate of 25% of Consolidated EBITDA of Liens of Non-Guarantors would be outstanding pursuant to this clause at any one time outstanding; (2) pledges, deposits or Liens under workmen’s compensation laws, payroll Taxes, unemployment insurance laws, social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), or in connection with bids, tenders, completion guarantees, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure the performance of bids, trade contracts, government contracts and leases, statutory obligations, surety, stay, indemnity, judgment, customs, appeal or performance bonds, return-of-money bonds, bankers’ acceptance facilities (or other similar bonds, instruments or obligations), obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to support the same or as security for contested Taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case incurred in the ordinary course of business or consistent with past practice; (3) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s, construction contractors’ or other like Liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; (4) Liens for Taxes, assessments or governmental charges which are not overdue or which are being contested in good faith by appropriate proceedings; provided that appropriate reserves required pursuant to GAAP (or other applicable accounting principles) have been made in respect thereof; (5) encumbrances, charges, ground leases, easements (including reciprocal easement agreements), survey exceptions, restrictions, encroachments, protrusions, by-law, regulation, zoning restrictions or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of the Borrower and its Restricted Subsidiaries or to the ownership of their properties, including servicing agreements, development agreements, site plan agreements, subdivision agreements, facilities sharing agreements, cost sharing agreement and other agreements, which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Borrower and its Restricted Subsidiaries; (6) Liens (a) on assets or property of the Borrower or any Restricted Subsidiary securing Swap Obligations or services under Cash Management Agreements permitted under this Agreement; (b) that are contractual rights of set-off or, in the case of clause (i) or (ii) below, other bankers’ Liens (i) relating to services under Cash Management Agreements in the ordinary course of business and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (c) on cash accounts securing Indebtedness incurred under Section 7.03(b)(viii)(iii) with financial institutions; (d) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, consistent with past practice and not for speculative purposes; and/or (e) (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) arising in the 49 US-DOCS\140506888.9146702970.6
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ordinary course of business in connection with the maintenance of such accounts and (iii) arising under customary general terms of the account bank in relation to any bank account maintained with such bank and attaching only to such account and the products and proceeds thereof; (7) leases, licenses, subleases and sublicenses of assets (including real property and intellectual property rights), in each case entered into in the ordinary course of business; (8) Liens securing or otherwise arising out of judgments, decrees, attachments, orders or awards not giving rise to an Event of Default so long as (a) any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated, (b) the period within which such proceedings may be initiated has not expired or (c) no more than 60 days have passed after (i) such judgment, decree, order or award has become final or (ii) such period within which such proceedings may be initiated has expired; (9) Liens (i) on assets or property of the Borrower or any Restricted Subsidiary for the purpose of securing Capitalized Lease Obligations or Purchase Money Obligations, or securing the payment of all or a part of the purchase price of, or securing other Indebtedness incurred to finance or refinance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; provided that (a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be incurred under this Agreement and (b) any such Liens may not extend to any assets or property of the Borrower or any Restricted Subsidiary other than assets or property acquired, improved, constructed or leased with the proceeds of such Indebtedness and any improvements or accessions to such assets and property and (ii) on any interest or title of a lessor under any Capitalized Lease Obligations or operating lease; (10) Liens perfected or evidenced by UCC financing statement filings, including precautionary UCC financing statements (or similar filings in other applicable jurisdictions) regarding operating leases entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business; (11) Liens existing on the Closing Date; (12) Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary (or at the time the Borrower or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, amalgamation, consolidation or other business combination transaction with or into the Borrower or any Restricted Subsidiary); provided, however, that such Liens are not created, incurred or assumed in anticipation of or in connection with such other Person becoming a Restricted Subsidiary (or such acquisition of such property, other assets or stock); provided, further, that such Liens are limited to all or part of the same property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions in connection with the original property, other assets or stock) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; (13) Liens on assets or property of the Borrower or any Restricted Subsidiary securing Indebtedness or other obligations of the Borrower or such Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary, or Liens in favor of the Borrower or any Restricted Subsidiary; (14) Liens securing Refinancing Indebtedness incurred to refinance Indebtedness that was previously so secured, and permitted to be secured under this Agreement; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is or could be the security for or subject to a Permitted Lien hereunder; (15) (a) mortgages, Liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Borrower or any Restricted Subsidiary of the Borrower has easement rights or on any 50 US-DOCS\140506888.9146702970.6
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premiums thereunder, and Liens, pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefits of) insurance carriers; (29) Liens solely on any xxxx xxxxxxx money deposits made in connection with any letter of intent or purchase agreement permitted under this Agreement; (30) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Permitted Investments to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell any property in an asset sale permitted under Section 7.05, in each case, solely to the extent such Investment or asset sale, as the case may be, would have been permitted on the date of the creation of such Lien; (31) Liens securing Indebtedness and other obligations in an aggregate principal amount not to exceed the greater of (a) $75,000,000 and 20% of LTM EBITDA at any one time outstanding; (32) Liens then existing with respect to assets of an Unrestricted Subsidiary on the day such Unrestricted Subsidiary is re-designated as a Restricted Subsidiary pursuant to Section 6.15. (33) Liens incurred to secure Obligations in respect of any Indebtedness (a) that ranks pari passu with the Liens securing the Obligations (or in the case of Liens on assets that are not Collateral, first priority Liens) if the First Lien Net Leverage Ratio, calculated on a Pro Forma Basis, is equal to or less than 1.35 to 1.00, and (b) Liens that rank junior to the Liens securing the Obligations if the Total Net Leverage Ratio, calculated on a Pro Forma Basis, is equal to or less than 3.50 to 1.00; (34) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.03 provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; (35) Liens arising in connection with a Securitization Transaction or a Receivables Facility; (36) Settlement Liens; (37) rights of recapture of unused real property in favor of the seller of such property set forth in customary purchase agreements and related arrangements with any government, statutory or regulatory authority; (38) the rights reserved to or vested in any Person or government, statutory or regulatory authority by the terms of any lease, license, franchise, grant or permit held by the Borrower or any Restricted Subsidiary or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof; (39) restrictive covenants affecting the use to which real property may be put; (40) Liens or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or covenants affecting the use to which lands may be put; provided that such Liens or covenants do not interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary; or (41) Liens arising in connection with any Permitted Tax Restructuring. In the event that a Permitted Lien meets the criteria of more than one of the types of Permitted Liens (at the time of incurrence or at a later date), the Borrower in its sole discretion may divide, classify or from time to time reclassify all or any portion of such Permitted Lien in any manner that complies with Section 7.01 hereof and such Permitted Lien shall be treated as having been made pursuant only to the clause or clauses of the definition of “Permitted Lien” to which such Permitted Lien has been classified or reclassified. 52 US-DOCS\140506888.9146702970.6
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“Permitted Tax Distribution” means for any taxable period in which the Borrower and, if applicable, any of the Borrower’s Subsidiaries, is a member of a consolidated, combined or similar income tax group for U.S. federal income tax purposes (a “Tax Group”) of which any Parent Entity is the common parent, any dividends or other distributions to permit such Parent Entity to pay any U.S. federal, state and local income Taxes on behalf of such Tax Group up to an amount not to exceed in the aggregate the amount of any such Taxes that the Borrower and its Subsidiaries would have been required to pay as a stand-alone Tax Group with the Borrower as the common parent. “Permitted Tax Restructuring” means any reorganizations and other activities related to tax planning and tax reorganization (as determined by the Borrower in good faith) entered into prior to, on or after the date hereof so long as, after giving effect to such Permitted Tax Restructuring, (a) taken as a whole, the security interests of the Administrative Agent in the Collateral are not materially impaired, (b) taken as a whole, the value of the Collateral securing the Obligations and the Guaranty by the Guarantors of the Obligations are not materially reduced and (c) such Permitted Tax Restructuring is not materially adverse to the Lenders. “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity. “Platform” has the meaning specified in Section 6.02. “Preferred Stock” as applied to the Equity Interests of any Person, means Equity Interests of any class or classes (however designated) which is preferred as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Equity Interests of any other class of such Person. “Prepayment Event” means: (a) any Asset Disposition of the Borrower or any Restricted Subsidiary not in the ordinary course of business; (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Restricted Subsidiary (excluding any such events with respect to property with a fair market value immediately prior to such event, when taken together with any other such events in the same fiscal year of the Borrower, not exceeding $20,000,000); or (c) the incurrence by the Borrower or any Restricted Subsidiary of any Indebtedness, other than Indebtedness permitted under Section 7.03 or otherwise permitted by the Required Lenders (other than Refinancing Indebtedness). “Pro Forma Basis” means, for purposes of calculating First Lien Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio or any other calculation under any applicable provision of the Loan Documents (including for purposes of determining the Applicable Rate), that any permitted Restricted Payment or Investment, 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 any such financial ratio or other calculation is being calculated), all sales, transfers and other dispositions or discontinuance of any Subsidiary, line of business, division or store, or any conversion of a Restricted Subsidiary to an Unrestricted Subsidiary or of an Unrestricted Subsidiary to a Restricted Subsidiary shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such transaction for which Borrower was required to deliver financial statements pursuant to Section 6.01(a) or (b). In connection with the foregoing, (a) with respect to any Asset Disposition or Involuntary Disposition, (i) income statement and cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period, and (b) with respect to any Acquisition, (i) income statement items attributable to the Person or property acquired shall be included to 53 US-DOCS\140506888.9146702970.6
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the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for the Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or assumed by the Borrower or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination. “PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. “Public Lender” has the meaning specified in Section 6.02. “Purchase Money Obligations” means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (including Equity Interests), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Equity Interests of any Person owning such property or assets, or otherwise. “Purchase Price” means, with respect to any Acquisition, all direct, indirect, and deferred cash payments made to or for the benefit of the Person being acquired (or whose assets are being acquired), its shareholders, officers, directors, employees, or Affiliates in connection with such Acquisition, including, without limitation, the amount of any Indebtedness being assumed in connection with such Acquisition (and subject to the limitations on Permitted Indebtedness hereunder), seller financing, and payments under non-competition agreements entered into in connection with such Acquisition and similar agreements, including, without limitation, consulting agreements, but expressly excluding employment agreements, any non-cash consideration and the value of any stock, options, or warrants or other rights to acquire stock issued as part of the consideration in such transaction; provided that, for the purposes hereof, non-competition agreements shall be valued at their present value discounted over the term of such agreement at the Base Rate in effect at the time of the Acquisition, and the Purchase Price shall be reduced by the amount of any net cash on the balance sheet of the Person being acquired. “QFC Credit Support” has the meaning assigned to such term in Section 11.22. “Qualified ECP Guarantor” shall mean, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act. “Qualified IPO” means an underwritten public offering (other than a public offering pursuant to a registration statement on Form S-4 or Form S 8) of the Equity Interests of the Borrower or any Parent Entity which generates cash proceeds of at least $100,000,000. “Ratio Basket Amount” has the meaning assigned to such term in the definition of “Maximum Additional Debt Amount”. “Receivables Assets” means (a) any accounts receivable owed to the Borrower or a Restricted Subsidiary subject to a Receivables Facility and the proceeds thereof and (b) all collateral securing such accounts receivable, all contracts and contract rights, guarantees or other obligations in respect of such accounts receivable, all records with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable in connection with a non-recourse accounts receivable factoring arrangement and which are sold, conveyed, assigned or otherwise transferred or pledged by the Borrower to a commercial bank or Affiliate thereof in connection with a Receivables Facility. 54 US-DOCS\140506888.9146702970.6
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“Receivables Facility” means an arrangement between the Borrower or a Restricted Subsidiary and a commercial bank or an Affiliate thereof pursuant to which (a) the Borrower or such Restricted Subsidiary, as applicable, sells (directly or indirectly) to such commercial bank (or such Affiliate) accounts receivable owing by customers, together with Receivables Assets related thereto and (b) the obligations of the Borrower or such Restricted Subsidiary, as applicable, thereunder are non-recourse (except for Securitization Repurchase Obligations) to the Borrower and such Restricted Subsidiary and (c) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by the Borrower) and may include Standard Securitization Undertakings, and shall include any guaranty in respect of such arrangements. “Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder. “Refinance” means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell, extend or increase (including pursuant to any defeasance or discharge mechanism) and the terms “refinances,” “refinanced” and “refinancing” as used for any purpose in this Agreement shall have a correlative meaning. “Refinancing Indebtedness” means Indebtedness that is incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness existing on the Closing Date or incurred in compliance with this Agreement (including Indebtedness of the Borrower that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of the Borrower or another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness; provided, however, that: (1) (i) such Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced; and (ii) to the extent such Refinancing Indebtedness refinances Junior Indebtedness, Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Junior Indebtedness, Disqualified Stock or Preferred Stock, respectively, and, in the case of Junior Indebtedness that is unsecured, is unsecured, and, in the case of Junior Indebtedness that is secured, is either (a) unsecured or (b) not secured by Liens on any assets not securing the indebtedness being refinanced; (2) Refinancing Indebtedness shall not include: (i) Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or a Guarantor; or (ii) Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and (3) such Refinancing Indebtedness has an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if incurred with original issue discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced. Refinancing Indebtedness in respect any other Indebtedness may be incurred from time to time after the termination, discharge or repayment of any such Indebtedness. “Register” has the meaning specified in Section 11.06(c). “Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC. 55 US-DOCS\140506888.9146702970.6
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“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. “Related Taxes” means (i) any amounts that are Permitted Tax Distributions and (ii) any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangible or similar Taxes and other similar fees and expenses (other than in the case of this clause (ii), (x) Taxes measured by income and (y) withholding Taxes) payable by any Parent Entity by virtue of its: (1) being organized or having Equity Interests outstanding (but not by virtue of owning stock or other Equity Interests of any corporation or other entity other than, directly or indirectly, the Borrower or any of the Borrower’s Subsidiaries) or otherwise maintain its existence or good standing under applicable law; (2) being a holding company parent, directly or indirectly, of the Borrower or any of the Borrower’s Subsidiaries; (3) receiving dividends (other than in cash) from or other distributions in respect of any direct or indirect Equity Interests of, the Borrower or any of the Borrower’s Subsidiaries; or (4) having made any payment in respect to any of the items for which the Borrower is permitted to make payments to any Parent Entity pursuant to Section 7.06. “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection, leaching or migrating into or through the environment, or into, from or through any building, structure or facility. “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto. “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which notice has been waived. “Repricing Transaction” means (1) any prepayment of the Term Loans with the proceeds of, or any conversion of such Term Loans into, any new or replacement tranche of debt financing bearing interest at an effective interest rate less than the Yield applicable to the Term Loans and (2) any amendment to the Term Loans which, directly or indirectly, reduces the Yield applicable to the Term Loans; provided that no Repricing Transaction will be deemed to occur in connection with a Change of Control, Qualified IPO or Enterprise Transformative Event. “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice. “Required Debt Terms” has the meaning specified in Section 2.17(b). “Required Lenders” means, at any time, each of the Required Revolving Lenders and the Required Term Lenders. “Required Percentage” means, with respect to the fiscal year ending December 31, 2021, 50%, and with respect to any fiscal year of the Borrower thereafter, (a) 50%, if the Total Net Leverage Ratio at the end of such fiscal year is greater than 2.00 to 1.00, (b) 25%, if the Total Net Leverage Ratio at the end of such fiscal year is less than or equal to 2.00 to 1.00 but greater than 1.50 to 1.00 and (c) 0%, if the Total Net Leverage Ratio at the end of such fiscal year is less than or equal to 1.50 to 1.00; provided that if any prepayments are made after the end of such 56 US-DOCS\140506888.9146702970.6
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fiscal year and prior to the date that is thirty Business Days after the end of such fiscal year, the Required Percentage shall be recalculated as of the date of such prepayment to give effect thereto. “Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that (i) the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders and (ii) at any time there are more than two (2) Revolving Credit Lenders that are not Affiliates of each other, Required Revolving Lenders must include at least two (2) Revolving Credit Lenders that are not Affiliates of each other. “Required Term Lenders” means, as of any date of determination, Term Lenders holding more than 50% of the aggregate outstanding amount of the Term Commitments on such date or, after the funding of any Incremental Term Loans, more than 50% of the principal amount of all Term Loans then outstanding; provided that (i) the Term Commitments or principal amount of Term Loans held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders and (ii) at any time there are more than two (2) Term Lenders that are not Affiliates of each other, Required Term Lenders must include at least two (2) Term Lenders that are not Affiliates of each other. “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. “Responsible Officer” means the chief executive officer, president, executive vice president, vice president, chief operating officer, chief financial officer, chief legal officer, general counsel, treasurer, assistant treasurer or controller of a Loan Party, and solely for purposes of the delivery of officer’s, secretary’s or incumbency certificates pursuant to Section 4.01(a)(v), any secretary, assistant secretary or clerk of a Loan Party and, solely for purposes of notices given to Article II, any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. “Restricted Investment” means any Investment other than a Permitted Investment. “Restricted Payment” has the meaning set forth in Section 7.06. “Restricted Subsidiary” any Subsidiary other than an Unrestricted Subsidiary. Unless otherwise indicated in this Agreement, all references to Restricted Subsidiaries will mean Restricted Subsidiaries of the Borrower. “Revaluation Date” means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (c) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (d) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Revolving Lenders shall require. “Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of SOFR Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b). “Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Xxxxxx’s name on Schedule 2.01 under the caption “Revolving 57 US-DOCS\140506888.9146702970.6
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Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. “Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Xxxxxx’s participation in L/C Obligations and Swing Line Loans at such time. “Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time. “Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time. “Revolving Credit Loan” has the meaning specified in Section 2.01(b). “Revolving Credit Note” means a promissory note made by the Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit C-2. “S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The XxXxxx-Xxxx Companies, Inc., and any successor thereto. “Sale and Leaseback Transaction” means any arrangement providing for the leasing by the Borrower or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to a third Person in contemplation of such leasing. “Sanctioned Country” shall mean, at any time, a country, region or territory that is, or whose government is, the subject or target of any Sanctions. “Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person located, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person. “Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom. “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. “Second Amendment” means that certain Second Amendment to Credit Agreement dated as of the Second Amendment Effective Date. “Second Amendment Effective Date” means March 10, 2023, the date on which all conditions precedent set forth in Article II of the Second Amendment were satisfied (or waived). “Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank. “Secured Hedge Agreement” means any Swap Contract that is entered into by and between any Loan Party and any Hedge Bank. 58 US-DOCS\140506888.9146702970.6
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“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are secured by the Collateral under the terms of the Collateral Documents. “Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended. “Securitization Asset” means (a) any accounts receivable, mortgage receivables, loan receivables or related assets and the proceeds thereof and (b) all collateral securing such receivable or asset, all contracts and contract rights, guaranties or other obligations in respect of such receivable or asset, lockbox accounts and records with respect to such account or asset and any other assets customarily transferred (or in respect of which security interests are customarily granted) together with accounts or assets in connection with a securitization, factoring or receivable sale transaction. “Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation interest therein issued or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel) paid in connection with, any Securitization Transaction or Receivables Facility. “Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets or Receivables Assets in a Securitization Transaction or a Receivables Facility to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. “Securitization Subsidiary” means any Subsidiary of the Borrower in each case formed for the purpose of and that solely engages in one or more Securitization Transactions and other activities reasonably related thereto or another Person formed for this purpose. “Securitization Transaction” means any of one or more securitization, financing, factoring or sales transactions, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, pursuant to which (a) the Borrower or any of the Restricted Subsidiaries sells, transfers, pledges or otherwise conveys any Securitization Assets (whether now existing or arising in the future) to a Securitization Subsidiary or any other Person, (b) the obligations of the Borrower or such Restricted Subsidiary, as applicable, thereunder are non-recourse to the Borrower and such Restricted Subsidiary and (c) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by the Borrower). “Security Agreement” means the Security Agreement, in the form of Exhibit G attached hereto, dated as of the Closing Date executed in favor of the Administrative Agent for the benefit of the Secured Parties by each of the Loan Parties. “Settlement” means the transfer of cash or other property with respect to any credit or debit card charge, check or other instrument, electronic funds transfer, or other type of paper-based or electronic payment, transfer, or charge transaction for which a Person acts as a processor, remitter, funds recipient or funds transmitter in the ordinary course of its business. “Settlement Asset” means any cash, receivable or other property, including a Settlement Receivable, due or conveyed to a Person in consideration for a Settlement made or arranged, or to be made or arranged, by such Person or an Affiliate of such Person. “Settlement Indebtedness” means any payment or reimbursement obligation in respect of a Settlement Payment. 59 US-DOCS\140506888.9146702970.6
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“Settlement Lien” means any Lien relating to any Settlement or Settlement Indebtedness (and may include, for the avoidance of doubt, the grant of a Lien in or other assignment of a Settlement Asset in consideration of a Settlement Payment, Liens securing intraday and overnight overdraft and automated clearing house exposure, and similar Liens). “Settlement Payment” means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement. “Settlement Receivable” means any general intangible, payment intangible, or instrument representing or reflecting an obligation to make payments to or for the benefit of a Person in consideration for a Settlement made or arranged, or to be made or arranged, by such Person. “Similar Business” means (a) any businesses, services or activities engaged in by the Borrower or any of its Subsidiaries on the Closing Date and (b) any businesses, services and activities engaged in by the Borrower or any of its Subsidiaries that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof. “SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website. “SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing. “SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “Base Rate”. “Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and xxxxxxxxxxx as they mature, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital, (d) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (e) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. “Specified Transaction” means any Investment (including any Limited Condition Acquisition), disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation, Incremental Facility that by the terms of this Agreement requires such test to be calculated on a “Pro Forma Basis”; provided that any increase in the Commitments (including, for this purpose, any Commitment in respect of any Incremental Term Loan) above the amount of Commitments in effect on the Closing Date, for purposes of this “Specified Transaction” definition, shall be deemed to be fully drawn; provided further that, at the Borrower’s election, any such Specified Transaction (other than a Restricted Payment) having an aggregate value of less than $5,000,000 shall not be calculated on a “Pro Forma Basis.” “Spot Rate” for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days immediately preceding the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided 60 US-DOCS\140506888.9146702970.6
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further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency. “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower which the Borrower has determined in good faith to be customary in a Securitization Transaction, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking or, in the case of a Receivables Facility, a non-credit related recourse accounts receivable factoring arrangement. “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof. “Sterling” and “£” means the lawful currency of the United Kingdom. “Subordinated Indebtedness” means, with respect to any person, any Indebtedness (whether outstanding on the Closing Date or thereafter incurred) which is expressly subordinated in right of payment to the Obligations pursuant to a written agreement. “Subsidiary” means, with respect to any Person: (1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50.0% of the total voting power of shares of Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (2) any partnership, joint venture, limited liability company or similar entity of which: (3) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise; and (4) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity. “Supported QFC” has the meaning assigned to such term in Section 11.22. “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement; provided, that the Convertible Notes Indenture shall not constitute a Swap Contract. 61 US-DOCS\140506888.9146702970.6
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“Swap Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contracts, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies. “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. “Swing Line Lender” means BMO Xxxxxx Bank N.A. in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder. “Swing Line Loan” has the meaning specified in Section 2.04(a). “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. “Swing Line Sublimit” means an amount equal to the lesser of (a) $10,000,000 and (b) the Revolving Credit Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges in the nature of a tax imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of SOFR Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a). “Term Commitment” means, as to each Term Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount corresponding to such Term Lender as set forth on Schedule 2.01. “Term Facility” means the Term Commitments and the provisions herein related to the Term Loans. On and after the Fourth Amendment Effective Date, the Term Facilities are (1) a term facility consisting of Tranche A Term Loans and (2) a term facility consisting of Tranche B Term Loans. “Term Lender” means each Lender that has a Term Commitment or that holds a Term Loan (including, for the avoidance of doubt, any Term Loan that is a Tranche A Term Loan and any Term Loan that is a Tranche B Term Loan). “Term Loan” means an advance made by any Term Lender under the Term FacilityFacilities. “Term Note” means a promissory note made by the Borrower in favor of a Term Lender evidencing Term Loans made by such Term Lender, substantially in the form of Exhibit C-1. “Term SOFR” means, 62 US-DOCS\140506888.9146702970.6
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63 US-DOCS\140506888.9146702970.6 0.11448% Percentage (for Revolving Credit Loans) (a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and (b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day. “Term SOFR Adjustment” means, for any calculation with respect to a Base Rate Loan (if based on Adjusted Term SOFR) or a SOFR Loan, a percentage per annum set forth below for the applicable Interest Period and Class of Loans therefor: Three months Percentage (for Term Loans) 0.10% 0.26161% Six months One month 0.10% Interest Period 0.42826% 0.10% “Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion). “Term SOFR Reference Rate” means the forward-looking term rate based on SOFR. “Third Amendment” means that certain Third Amendment to Credit Agreement dated as of the Third Amendment Effective Date. “Third Amendment Effective Date” means May 2, 2023, the date on which all conditions precedent set forth in Article II of the Third Amendment were satisfied (or waived). “Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such Lender at such time. “Total Net Indebtedness” means, as of any determination date, (i) the aggregate principal amount of Indebtedness for borrowed money (other than Indebtedness with respect to Cash Management Agreements and
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intercompany Indebtedness) of the Borrower and the Restricted Subsidiaries outstanding on such date, minus (ii) the aggregate amount of (x) restricted cash and Cash Equivalents held in Convertible Notes Accounts and (y) unrestricted cash and Cash Equivalents included in the consolidated balance sheet of the Borrower and the Guarantors as of the end of the most recent fiscal period for which internal financial statements are available, in each case, on a Pro Forma Basis and as determined in good faith by the Borrower. For the avoidance of doubt, “Total Net Indebtedness” shall exclude Indebtedness in respect of any Receivables Facility or Securitization Transaction. “Total Net Leverage Ratio” means, as of any date of determination, the ratio of (i) Total Net Indebtedness as of such date to (ii) LTM EBITDA, calculated on a Pro Forma Basis. “Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations. “Tranche A Term Loan” means any tranche of Term Loans as indicated on Schedule 1.02 or in the Assignment and Assumption in which such Loans are assigned or transferred. “Tranche B Term Loan” means any tranche of Term Loans as indicated on Schedule 1.02 or in the Assignment and Assumption in which such Loans are assigned or transferred. “Transaction Costs” means all interest, fees, costs, expenses, redemption premium and other amounts paid in cash (and debt discounts) by the Borrower in connection with the consummation of the Transactions. “Transactions” means (i) the borrowing of Loans on the Closing Date, (ii) the refinancing of the Existing Credit Agreement on the Closing Date, (iii) the offer to repurchase or pay at maturity the Convertible Notes and (iv) the payment of Transaction Costs. “Type” means, with respect to any Loan, its character as a Base Rate Loan or a SOFR Loan. “U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally Guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt. “U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. “U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. “U.S. Special Resolution Regimes” has the meaning assigned to such term in Section 11.22. “U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3). 64 US-DOCS\140506888.9146702970.6
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“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of a security interest in any item or portion of the collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions. “UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance). “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. “Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. “United States” and “U.S.” mean the United States of America. “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i). “Unrestricted Subsidiary” means any Subsidiary designated as an “Unrestricted Subsidiary” from time to time pursuant to Section 6.15 and (b) any Subsidiary of an Unrestricted Subsidiary. As of the Closing Date, there are no Unrestricted Subsidiaries. “USA PATRIOT Act” has the meaning specified in Section 11.18. “Voting Stock” of a Person means all classes of Equity Interests of such Person then outstanding and normally entitled to vote in the election of directors. “Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by (2) the sum of all such payments. “Wholly Owned Subsidiary” means any Person 100% of whose Equity Interests are at the time owned by the Borrower directly or indirectly through other Persons 100% of whose Equity Interests are at the time owned, directly or indirectly, by the Borrower. “Working Capital” means, with respect to the Borrower and its Subsidiaries on a consolidated basis as of any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital will be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) reclassification after the Closing Date in accordance with GAAP of assets or liabilities, as applicable, between current and non-current or (b) the effects of purchase accounting. 65 US-DOCS\140506888.9146702970.6
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(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the Revolving Credit Exposure of each Revolving Credit Lender shall not exceed such Xxxxxx’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence and the immediately succeeding sentence. The Borrower agrees that it will not request, and the L/C Issuer shall have no obligation to issue, any Letter of Credit the proceeds of which would be made available to any Person (I) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any Sanctions or (II) in any manner that would result in a violation of any Sanctions by any party to this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or (B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders and the L/C Issuer have approved such expiry date or (y) such Letter of Credit is cash collateralized on terms and pursuant to arrangements satisfactory to the L/C Issuer. (iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally; 73 US-DOCS\140506888.9146702970.6
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(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000; (D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; (F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (G) any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (iv) The L/C Issuer shall not amend any Letter of Credit if (A) the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (v) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 1:00 p.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer 74 US-DOCS\140506888.9146702970.6
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(1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require. (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the Dollar Equivalent of such Letter of Credit. (iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. (c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified such L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse such L/C Issuer in Dollars. In the case of any such 75 US-DOCS\140506888.9146702970.6
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reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 1:00 p.m. on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by such L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c)(i) and (B) the Dollar amount paid by the Borrower, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Borrower agrees, as a separate and independent obligation, to indemnify the L/C Issuer for the loss resulting from their inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 12:00 noon on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Xxxxxx’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the L/C Issuer. (v) Each Revolving Credit Xxxxxx’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, 76 US-DOCS\140506888.9146702970.6
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including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that (a) each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice) and (b) each Revolving Credit Lender shall be released from its obligations under this Section 2.03 when all Letters of Credit have been satisfactorily cash collateralized and the Letter of Credit Expiration Date has occurred. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error. (d) Repayment of Participations. (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Administrative Agent. (ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. (e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document; 77 US-DOCS\140506888.9146702970.6
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(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv) waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower; (v) honor of a demand for payment presented electronically in accordance with the UCC, the ISP or the UCP, as applicable, even if such Letter of Credit requires that demand be in the form of a draft; (vi) any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable; (vii) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (viii) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally; or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries, except for circumstances or happenings arising from the gross negligence or willful misconduct of the L/C Issuer, as determined by a court of competent jurisdiction by a final and nonappealable judgment. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid. (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence 78 US-DOCS\140506888.9146702970.6
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then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 12:00 noon on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. (c) Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 2:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; 81 US-DOCS\140506888.9146702970.6
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the end of the twelve month (or, if committed to be so applied within twelve months of the receipt of such Net Cash Proceeds, eighteen months) period following receipt of such Net Cash Proceeds, at the end of which period a prepayment shall be required in an amount equal to the applicable percentage of such Net Cash Proceeds that have not been so applied; provided, further, that with respect to any Prepayment Event referenced in paragraph (a) or (b) of the definition thereof, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Other Applicable Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Other Applicable Indebtedness, in which case, the amount of prepayment required to be made with respect to such Net Cash Proceeds pursuant to this Section 2.05(b)(ii) shall be deemed to be the amount equal to the product of (x) the applicable percentage of the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph (c) and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness required to be prepaid pursuant to the terms of the documents governing such Other Applicable Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph; (iii) Subject to paragraph (v) of this Section 2.05, following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay Term Loans in an aggregate amount equal to the Required Percentage of Excess Cash Flow for such fiscal year; provided that such amount shall be reduced by the aggregate principal amount of prepayments (other than prepayments pursuant to Sections 2.05(b)(ii), (iii) or (iv)) of Term Loans, Other Applicable Indebtedness and Revolving Credit Loans (to the extent of, in the case of Revolving Credit Loans, a corresponding Revolving Credit Commitment reduction) made during such fiscal year, and no such prepayment shall be required if the amount that would be required to be repaid is less than or equal to $10,000,000. Each prepayment pursuant to this paragraph shall be made not later than the fifth Business Day after the date on which financial statements are required to be delivered pursuant to Section 6.01(a) for the fiscal year with respect to which such prepayment is made. All prepayments made pursuant to this Section 2.05(b)(iii) shall be applied solely to the outstanding Term Loans (and any Incremental Term Loans or Other Term Loans to the extent provided for in the applicable Incremental Facility Amendment or Refinancing Amendment; provided that the Term Loans receive not less than the pro rata portion of such prepayment unless otherwise agreed). (iv) Subject to paragraph (v) of this Section 2.05, in the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Prepayment Event referred to in paragraph (c) of the definition thereof, the Borrower shall, on the same day as such incurrence or issuance of the applicable Indebtedness, and otherwise within five (5) Business Days, prepay the principal amount of the Term Loans on a pro rata basis. (v) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that any or all of the Net Cash Proceeds of any Asset Disposition by a Foreign Subsidiary giving rise to a prepayment pursuant to Section 2.05(b)(ii) (a “Foreign Disposition”), the Net Cash Proceeds of any Prepayment Event from a Foreign Subsidiary (a “Foreign Prepayment Event”), or Excess Cash Flow would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable organizational or constitutive documents or any agreement (including as a result of minority ownership) from being repatriated to the United States, or (ii) to the extent that the Borrower has determined in good faith that the repatriation of any or all of the Net Cash Proceeds of any Foreign Disposition, any Foreign Prepayment Event or Excess Cash Flow would reasonably be expected to have an adverse tax consequence (which, for the avoidance of doubt, includes, but is not limited to, the imposition of any taxable or deemed dividend pursuant to Section 956 of the Code (taking into account any available tax credits or deductions) or withholding tax) on a Loan Party or any of their Subsidiaries or any of their direct or indirect equity owners (other than de minimis adverse tax consequences) with respect to such Net Cash Proceeds or Excess Cash Flow or could give rise to risk of liability for the directors of such Subsidiary, in each case the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required, subject to this Section 2.05(b)(v), to be applied to repay 84 US-DOCS\140506888.9146702970.6
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Term Loans at the times provided in Section 2.05(b)(iii), or the Borrower shall not be required to make a prepayment at the time provided in Section 2.05(b)(ii), as the case may be, and instead, such amounts may be retained and shall be available for working capital purposes of the Borrower or its Restricted Subsidiaries (the Borrower and the Restricted Subsidiaries hereby agreeing to use all commercially reasonable efforts (as determined in the Borrower’s reasonable business judgment) for a period of not less than one year to otherwise cause the applicable Foreign Subsidiary to overcome or eliminate such restrictions and/or to minimize any such costs of prepayment and/or use the other cash resources of each Loan Party and Restricted Subsidiaries, subject to the foregoing, to make the relevant prepayment), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or applicable organizational or constitutive impediment or other impediment or there are no such adverse tax consequences (other than de minimis tax consequences), such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three Business Days after such repatriation could be made) applied (net of additional taxes, costs and expenses payable or reserved against as a result thereof) (whether or not repatriation actually occurs) to the repayment of the Term Loans pursuant to this Section 2.05 to the extent provided herein; provided, that if such payments are not permitted or there are such adverse tax consequences (other than de minimis tax consequences) throughout such one year period such prepayment shall not be required; provided, further that, if at any time within one year of a prepayment being so forgiven, such restrictions are removed, any relevant proceeds will at the end of the then current interest period be applied in prepayment in accordance with the terms of this Section 2.05. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default and such amounts shall be available for working capital and general corporate purposes of the Borrower or any Restricted Subsidiary as long as not required to be repaid in accordance with this Section 2.05(b)(v). (vi) Except as otherwise provided in this Section 2.05(b), all amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Credit Loans, and, third, to Cash Collateralize the remaining L/C Obligations to the extent required by Section 2.05(b)(i), and with respect to all amounts prepaid pursuant to Section 2.05(b)(ii)-(iv), to the Term Loans, (and within a particular class of Term Loans, to the remaining principal amortization payments in direct order of maturity). Each such Term Lender may reject all (but not less than all) of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to this Section 2.05(b) by providing notice to the Administrative Agent, no later than 11:00 a.m., New York City time, one Business Day following receipt of such mandatory prepayment notice; provided that for the avoidance of doubt, no Lender may reject any prepayment made with the proceeds of Refinancing Indebtedness. All such prepayments shall be applied first to Base Rate Loans and then to SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. If the Borrower is required to make a mandatory prepayment of SOFR Loans under this Section 2.05(b), so long as no Event of Default exists, the Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount equal to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such SOFR Loans and shall be applied to the prepayment of the applicable SOFR Loans at the end of the current Interest Periods applicable thereto or, sooner, at the election of the Administrative Agent, upon the occurrence of an Event of Default. At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing on or prior to the date or dates 85 US-DOCS\140506888.9146702970.6
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security with the Obligations (including as a result of being “last out” in any waterfall)) or any Additional Debt consisting of term loans that are secured on a pari passu basis with the Term Loans, in the event that the Yield for any such Incremental Term Facility or Additional Debt, as applicable, is higher than the Yield for the outstanding Term Loans by more than 50 basis points, then the Applicable Rate for the outstanding Term Loans shall be increased to the extent necessary so that the Yield for such outstanding Term Loans is equal to the Yield for such Incremental Term Facility or Additional Debt, as applicable, minus 50 basis points (any such adjustment, the “MFN Adjustment”); provided that, in addition to the foregoing, for purposes of calculating the Yield for any Incremental Facility or Additional Debt that constitutes fixed-rate Indebtedness, the fixed rate coupon of such Indebtedness shall be swapped to a floating rate on a customary matched-maturity basis, and the Yield of such fixed-rate Indebtedness on a floating rate basis shall be reasonably determined in a customary manner by the Administrative Agent based on customary financial methodology in consultation with the Borrower (or, if the Administrative Agent declines (or is unable) to determine such Yield or the appropriate floating rate swap on a matched maturity basis, as reasonably determined in a customary manner based on customary financial methodology by a financial institution reasonably acceptable to the Administrative Agent and the Borrower). (b) Each Incremental Term Facility shall have such terms as determined by the Borrower and the lenders providing such Incremental Term Facility; provided that (A) such Incremental Term Facility shall rank pari passu or junior in right of payment and in respect of the Collateral with the Term Loans, provided that, if such Incremental Term Facility is secured, all security therefor shall be granted pursuant to documentation that is consistent in all material respects with the Collateral Documents and (I) if secured on a pari passu basis with the Obligations, the representative for such Incremental Term Facility shall enter into a pari passu intercreditor agreement with the Administrative Agent that is reasonably satisfactory to the Administrative Agent or (II) if secured on a junior basis to the Obligations, a representative acting on behalf of the holders of such Incremental Term Facility shall have become party to a second Lien intercreditor agreement or subordination agreement that is reasonably satisfactory to the Administrative Agent, (B) no Restricted Subsidiary is a borrower or a guarantor with respect to such Incremental Term Facility unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, and, if secured, shall only be secured by Collateral, (C) except in the case of one-year bridge loans that are, on customary conditions convertible or exchangeable into, or are intended to be refinanced with, other instruments meeting the requirements set forth in this clause (C) and clause (D) below (“Extendable Bridge Loans”), no Incremental Term Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to Term Loans, and with respect to an Incremental Term Facility ranking junior in respect of the Collateral with the Term Loans, no such Incremental Term Facility shall mature on or prior to the date that is 91 days after the then existing Latest Maturity Date with respect to Term Loans, (D) except in the case of Extendable Bridge Loans with respect to their stated maturity date, no Incremental Term Facility shall have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Term Loans (without giving effect to nominal amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Term Loans) except as may be required to achieve tax fungibility with any existing class of Term Loan to the extent intended to be fungible, and with respect to an Incremental Term Facility that ranks junior in respect of the Collateral with the Term Loans, no such Incremental Term Facility shall have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Term Loans, plus 91 days, (E) for purposes of mandatory prepayments, such Incremental Term Facility shall be treated no more favorably than the Term Loans of the Borrower except those that only apply after the then existing Latest Maturity Date with respect to Term Loans, (F) the affirmative and negative covenants (but not the financial maintenance covenants) and events of default (other than maturity, fees, discounts, interest rate, redemption terms and redemption premiums) of such Incremental Term Loans, if not consistent with the terms of the Term Loans, shall not be materially more restrictive to the Loan Parties when taken as a whole (as reasonably determined by the Borrower) than the terms of the Term Loans, (G) the Incremental Term Facility shall not have the benefit of any financial maintenance covenant more restrictive than the covenant set forth in Section 7.11 (unless, in the case of the foregoing clauses (F) or (G), (x) the Term Loans have the benefit of such more restrictive affirmative or negative covenants or events of default, or such financial maintenance covenant, on the same terms, (y) the Term Loans have in the future been provided with the benefit of such more restrictive 95 US-DOCS\140506888.9146702970.6
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affirmative or negative covenants or events of default, or such a financial maintenance covenant, in which case such Incremental Term Facility incurred after such future date may be provided with the benefit of the same more restrictive affirmative or negative covenants or events of default, or the same financial maintenance covenant, on the same or looser terms, or (z) such more restrictive affirmative or negative covenants or events of default, or such financial maintenance covenant only apply after the Latest Maturity Date with respect to the Term Loans in effect as of the time such Incremental Term Facility is incurred), (H) if an Incremental Facility ranks junior in right of security or payment priority to the other Term Loans or is unsecured, the Incremental Facility will be established as a separate facility from the then existing Term Loans, and/or the Borrower may issue, in lieu thereof (and subject to corresponding restrictions except as set forth below), first Lien secured or junior Lien secured or senior or subordinated or unsecured loans or notes or any Extendable Bridge Loans in respect thereof, and, in each case, the provisions of Section 2.17(a)(iii) and clause (A) to the first proviso of Section 2.17(b) shall not apply; provided that, for any Indebtedness constituting term loans incurred pursuant to this sub-clause (H) that is secured on a pari passu basis with the Obligations and does not rank junior in right of payment (including as a result of being “last out” in any waterfall) to the Obligations, if the Yield for such Indebtedness is higher than the Yield for the outstanding Term Loans by more than 50 basis points, then the Applicable Rate for the outstanding Term Loans shall be subject to the MFN Adjustment (the foregoing requirements set forth in clauses (A) to (H), the “Required Debt Terms”), (I) subject to clauses (C) and (D) above, the amortization schedules applicable to Incremental Term Facility will be as determined by the Borrower and the lenders providing such Incremental Term Facility, and (J) any fees payable in connection with such Incremental Term Facility will be determined by the Borrower and the arrangers and/or lenders providing such Incremental Term Facility. (c) Each Incremental Revolving Credit Facility shall have terms identical to those applicable to such class of Revolving Credit Commitments (including maturity date and interest rates) and shall be incurred pursuant to the same documentation as applicable to the initial Revolving Credit Commitment (other than the amendment evidencing such Incremental Revolving Credit Facility); provided that (A) no Incremental Revolving Credit Facility shall have a final maturity date earlier than, or require scheduled amortization or mandatory commitment reduction prior to, the then existing Latest Maturity Date with respect to Revolving Credit Commitments, (B) the Incremental Revolving Credit Facility shall not have the benefit of any covenant or terms more restrictive than the covenant or terms applicable to the initial Revolving Credit Commitment (unless, in the case of this clause (B) the Revolving Credit Facility has the benefit of such covenants on the same terms or (y) such covenant only apply after the Latest Maturity Date with respect to the Revolving Credit Facility in effect as of the time such Incremental Revolving Credit Facility is incurred) and (C) no Restricted Subsidiary shall be a borrower or a guarantor with respect to such Incremental Revolving Credit Facility unless such Restricted Subsidiary is a Loan Party that has previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, and, if secured, shall only be secured by Collateral. (d) Each notice from the Borrower pursuant to this Section 2.17 shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any additional bank, financial institution, existing Lender or other Person that elects to provide Commitments under an Incremental Facility shall be reasonably satisfactory to the Borrower and, in the case of any Incremental Revolving Credit Facility and, to the extent such consent would be required for an assignment of such Loans or Commitments pursuant to Section 9.06, the L/C Issuers (such consent not to be unreasonably withheld, delayed or conditioned) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender (in the case of this Agreement and, as appropriate, any other Loan Document, as applicable) and the Administrative Agent; provided that, the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned) will be required with respect to any such Additional Lender if such consent would be required for an assignment of such Loans and Commitments pursuant to Section 9.06 to such Additional Lender. No Lender shall be obligated to provide any Commitments under an Incremental Facility, unless it so agrees. Commitments in respect of any Incremental Facilities shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary, advisable or appropriate, in the 96 US-DOCS\140506888.9146702970.6
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then outstanding Other Term Loans constituting Term Loans) or (b) for the Borrower, all or any portion of the Revolving Credit Commitments (including the corresponding portion of the Revolving Credit Loans) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Commitments (including the corresponding portion of the Other Revolving Loans)), in the form of Other Term Loans or Other Term Commitments in the case of clauses (a) and (b), in each case pursuant to a Refinancing Amendment; provided that (i) such Refinancing Indebtedness shall rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii) such Refinancing Indebtedness shall have such pricing, interest, fees, premiums and optional prepayment and redemption terms as may be agreed by the Borrower and the Additional Refinancing Lenders thereof, (iii) such Refinancing Indebtedness shall only be secured by assets consisting of Collateral, (iv) the affirmative and negative covenants (but not the financial maintenance covenants) and events of default (other than, for the avoidance of doubt, maturity, fees, discounts, interest rate, redemption terms and redemption premiums) of Refinancing Indebtedness, if not consistent with the terms of the Loans, shall not be materially more restrictive to the Loan Parties when taken as a whole (as reasonably determined by the Borrower) than the terms of the Loans being refinanced (or, in the case of Refinancing Indebtedness that refinances the applicable class of Term Loans, or the Loans under an Incremental Term Facility, in their entirety, shall be consistent with “market” terms at the time of incurrence), (v) such Refinancing Indebtedness satisfies the requirements set forth in the definition of “Refinancing Indebtedness”, (vi) if such Refinancing Indebtedness is secured on a junior basis to the Term Loans or the debt being refinanced is subject to an intercreditor agreement, the Administrative Agent acting on behalf of the holders of such Indebtedness shall have become party to an intercreditor agreement reasonably satisfactory to the Borrower and the Administrative Agent and (vii) no Restricted Subsidiary is a Guarantor with respect to such Refinancing Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed the Obligations. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the participating Additional Refinancing Lenders. Each class of Refinancing Indebtedness (other than in connection with an extension of the maturity of the applicable class of Term Loans, Revolving Credit Loans or Revolving Credit Commitments) incurred under this Section 2.18 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000, provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Refinancing Indebtedness set forth above. Subject to the consent of the L/C Issuers, any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby on terms substantially equivalent to the terms applicable to Letters of Credit under this Agreement before giving effect to such Refinancing Amendment. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.18. This Section 2.18 shall supersede any provisions in Section 2.12 and Section 11.01 to the contrary. Notwithstanding anything to the contrary in this Section 2.18 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Credit Commitments, (2) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Commitments with a longer maturity date and subject to the consent of the L/C Issuers, all Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in accordance with all other Revolving Credit Commitments, without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued, (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and 98 US-DOCS\140506888.9146702970.6
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Agreement (and from time to time thereafter as required by applicable Law or upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-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 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 H-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 the 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 as required by applicable Law or upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the 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 the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the 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 102 US-DOCS\140506888.9146702970.6
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(iv) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, confirming that the Borrower and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the Credit Extensions on the Closing Date and the consummation of the other transactions contemplated to occur on the Closing Date; (vii) subject to Section 6.19, such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, including certified copies of the Organizational Documents of each such Loan Party (or, in respect of the Borrower, filed with the SEC), and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viii) (i) an opinion of Xxxxxx, Xxxx & Xxxxxxxx, LLP, counsel to the Loan Parties and (ii) subject to Section 6.19, customary written opinions of local counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender, covering matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (ix) [reserved]; (x) subject to Section 6.19, certificates of insurance and casualty policies naming the Administrative Agent, on behalf of the Lenders, as an additional insured in connection with the operations of the applicable Loan Party or lenders loss payee (including endorsements) as their interests may appear under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral, which policies describe in reasonable detail the types and amounts of insurance maintained by the Loan Parties; (xi) [reserved]; (xii) a perfection certificate duly executed by the Borrower; (xiii) a duly executed payoff letter with respect to that certain Credit Agreement dated as of April 20, 2017 (as amended from time to time, the “Existing Credit Agreement”), between the Borrower, the guarantors party thereto, SunTrust Bank, as administrative agent, and the other lenders party thereto, together with (a) UCC 3 or other appropriate termination statements and intellectual property terminations, in each case releasing all Liens upon any of the personal property of the Borrower and its Subsidiaries securing obligations under or in connection with the Existing Credit Agreement, (b) cancellations and releases as may be necessary or appropriate to release all Liens upon any of the real property of the Borrower and its Subsidiaries securing obligations under or in connection with the Existing Credit Agreement, and (c) any other releases, terminations or other documents reasonably required by the 107 US-DOCS\140506888.9146702970.6
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5.04 Binding Effect. Each Loan Document has been duly executed and delivered by each Loan Party that is party thereto. Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms. 5.05 Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP, other than those that are not material to the Borrower and its Subsidiaries as a whole or are reflected on Borrower’s most recent filings with the SEC. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 5.06 Litigation. Except as disclosed on Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that (a) directly affects or pertains to this Agreement or any other Loan Document, or (b) would reasonably be expected to have a Material Adverse Effect. 5.07 No Default. Neither the Borrower nor any Restricted Subsidiary is in default under or with respect to any Contractual Obligation that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing. 5.08 Ownership of Property. Each of the Borrower and its Restricted Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed on Schedule 5.08, no Loan Party owns any Material Real Estate Asset. 5.09 Environmental Compliance. The Loan Parties and their respective Restricted Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that, except as disclosed on Schedule 5.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 5.10 Insurance. The properties of the Borrower and its Restricted Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower (other than CIS), having a 110 US-DOCS\140506888.9146702970.6
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(i) of the definition of “First Lien Net Leverage Ratio”, “Total Net Leverage Ratio” or “Fixed Charge Coverage Ratio”; provided that to the extent the proceeds of such Indebtedness are to be used to prepay Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may be calculated on a Pro Forma Basis; provided, further that the Required Debt Terms shall apply to all such Indebtedness incurred under this clause, mutatis mutandis, provided, further, that Non-Guarantors may not incur Indebtedness under this Section 7.03(a) if, after giving pro forma effect to such incurrence, more than an aggregate of 25% of LTM EBITDA of Indebtedness of Restricted Subsidiaries that are not Guarantors would be outstanding pursuant to this Section 7.03(a), together with any Non-Guarantor Indebtedness incurred pursuant to Section 7.03(b)(v), at such time. (b) The first paragraph of this covenant shall not prohibit the incurrence of the following Indebtedness (collectively, “Permitted Indebtedness”): (i) Indebtedness under the Loan Documents; (ii) Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary so long as the incurrence of such Indebtedness or other obligations is not prohibited by the terms of this Agreement; (iii) Indebtedness of the Borrower owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Borrower or any Restricted Subsidiary; provided, however, that: (A) any subsequent issuance or transfer of Equity Interests or any other event which results in any such Indebtedness being held by a Person other than the Borrower or a Restricted Subsidiary; and (B) any sale or other transfer of any such Indebtedness to a Person other than the Borrower or a Restricted Subsidiary; shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Borrower or such Restricted Subsidiary, as the case may be; (iv) Indebtedness represented by (i) [reserved], (ii) any Indebtedness outstanding on the Closing Date and any Guarantees thereof, (iii) Refinancing Indebtedness incurred in respect of any Indebtedness described in this clause or clauses (i), (v), (vi), (viii), (ix), (x) or (xvi) of this Section 7.03(b) or incurred pursuant to Section 7.03(a), and (iv) Management Advances; (v) Subject to no Event of Default continuing immediately before such acquisition or would result therefrom, Indebtedness (x) of (i) the Borrower or any Restricted Subsidiary incurred or issued to finance a Permitted Acquisition or (ii) Persons that become a Restricted Subsidiary of the Borrower if such Indebtedness was not created in anticipation or contemplation of such Permitted Acquisition or such Person becoming a Restricted Subsidiary, and (y) incurred or assumed in anticipation or contemplation of a Permitted Acquisition; provided that after giving effect to such Permitted Acquisition (x) in the case of Indebtedness secured on a pari passu basis with the Obligations, the First Lien Net Leverage Ratio, calculated on a Pro Forma Basis, is equal to or less than 1.35 to 1.00, (y) in the case of Indebtedness secured on a junior basis with the Obligations, the Total Net Leverage Ratio, calculated on a Pro Forma Basis, is equal to or less than 3.50 to 1.00 and (z) in the case of unsecured Indebtedness, the (I) Total Net Leverage Ratio, calculated on a Pro Forma Basis, is equal to or less than 3.50 to 1:00 or (II) the Fixed Charge Coverage Ratio, calculated on a Pro Forma Basis, is no less than 2.00 to 1:00; provided, that for purposes of calculating “First Lien Net Leverage Ratio”, “Total Net Leverage Ratio” or “Fixed Charge Coverage Ratio” in this clause (A), (i) all Revolving Credit Commitments, Additional Debt and Incremental Facilities in each case established on or prior to such date shall be assumed to be fully drawn 121 US-DOCS\140506888.9146702970.6
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for purposes of the calculation of “First Lien Net Leverage Ratio”, “Total Net Leverage Ratio” or “Fixed Charge Coverage Ratio”, (ii) the proceeds of such Indebtedness incurred under this clause are not included as unrestricted cash and Cash Equivalents in clause (i) of the definition of “First Lien Net Leverage Ratio”, “Total Net Leverage Ratio” or “Fixed Charge Coverage Ratio”; provided that to the extent the proceeds of such Indebtedness are to be used to prepay Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may be calculated on a Pro Forma Basis; provided, further that the Required Debt Terms shall apply to all such Indebtedness incurred under this clause, mutatis mutandis, provided, further, that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness under this Section 7.03(b)(v) if, after giving pro forma effect to such incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate of 25% of LTM EBITDA of Indebtedness of Restricted Subsidiaries that are not Guarantors would be outstanding pursuant to this Section 7.03(b)(v), together with any Non-Guarantor Indebtedness incurred pursuant to Section 7.03(a), at such time; (vi) Swap Obligations (excluding Swap Obligations entered into for speculative purposes); (vii) Indebtedness (i) represented by Capitalized Lease Obligations or Purchase Money Obligations, and any Refinancing Indebtedness in respect thereof, in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness incurred pursuant to this clause (vii) and then outstanding, does not exceed the greater of (x) $150,000,000 and (y) 40% of LTM EBITDA; (viii) Indebtedness in respect of (i) workers’ compensation claims, self-insurance obligations, insurance premiums, customer guarantees, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the Borrower or a Restricted Subsidiary or relating to liabilities, obligations or guarantees incurred in the ordinary course of business or consistent with past practice, (ii) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or consistent with past practice; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (iii) customer deposits and advance payments received in the ordinary course of business or consistent with past practice from customers for goods or services purchased in the ordinary course of business or consistent with past practice; (iv) letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations incurred in the ordinary course of business or consistent with past practice, (v) any customary treasury, depositary, cash management, automatic clearinghouse arrangements, overdraft protections, credit or debit card, purchase card, electronic funds transfer, cash pooling or netting or setting off arrangements or similar arrangements in the ordinary course of business or consistent with past practice, and (vi) Settlement Indebtedness; (ix) Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Equity Interests of a Subsidiary (other than Guarantees of Indebtedness incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition); provided that the maximum liability of the Borrower and its Restricted Subsidiaries in respect of all such Indebtedness in connection with a disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Borrower and its Restricted Subsidiaries in connection with such disposition; (x) Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness incurred pursuant to this clause (x) and then outstanding, will not exceed 100.0% of the Net Cash Proceeds received by the Borrower from the issuance or sale (other than to a Restricted Subsidiary) of its Equity Interests or otherwise contributed to the equity 122 US-DOCS\140506888.9146702970.6
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(in each case, other than through the issuance of Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) of the Borrower, in each case, subsequent to the Closing Date and any Refinancing Indebtedness in respect thereof; provided, however, that (i) any such Net Cash Proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments to the extent the Borrower and the Restricted Subsidiaries incur Indebtedness in reliance thereon and (ii) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of incurring Indebtedness pursuant to this clause (x) to the extent such Net Cash Proceeds or cash have been applied to make Restricted Payments; (xi) Indebtedness of Non-Guarantors and any Refinancing Indebtedness in respect thereof that are in an aggregate amount not to exceed the greater of (a) $50,000,000 (b) 15% of LTM EBITDA at any time outstanding; (xii) Indebtedness consisting of promissory notes issued by the Borrower or any of its Subsidiaries to any current or former employee, director or consultant of the Borrower, any of its Subsidiaries or any Parent Entity (or permitted transferees, assigns, estates, or heirs of such employee, director or consultant), to finance the purchase or redemption of Equity Interest of the Borrower or any Parent Entity that is permitted by Section 7.06; (xiii) Indebtedness of the Borrower or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business or consistent with past practice; (xiv) Indebtedness and any Refinancing Indebtedness in respect thereof in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness incurred pursuant to this clause (xiv) and then outstanding, will not exceed the greater of (a) $100,000,000 and (b) 30% of LTM EBITDA; (xv) Indebtedness incurred pursuant to any Securitization Transactions or any Receivables Facility; (xvi) Indebtedness of the Borrower or any of its Restricted Subsidiaries arising pursuant to any Permitted Tax Restructuring; (xvii) Indebtedness of the seller of any business or assets permitted to be acquired by the Borrower or any Restricted Subsidiary under this Agreement; provided that the aggregate amount of Indebtedness incurred pursuant to this clause and then outstanding will not exceed the greater of (a) $75,000,000 and (b) 20% of LTM EBITDA; (xviii) any obligation, or guaranty of any obligation, of the Borrower or any Restricted Subsidiary to reimburse or indemnify a Person extending credit to customers of the Borrower or a Restricted Subsidiary incurred in the ordinary course of business or consistent with past practice for all or any portion of the amounts payable by such customers to the Person extending such credit; (xix) Indebtedness to a customer to finance the acquisition of any equipment necessary to perform services for such customer; provided that the terms of such Indebtedness are consistent with those entered into with respect to similar Indebtedness prior to the Closing Date; and (xx) obligations in respect of Disqualified Stock in an amount not to exceed the greater of (a) $25,000,000 and (b) 7.5% of LTM EBITDA outstanding at any time. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular indebtedness incurred pursuant to and in compliance with, this Section 7.03: 123 US-DOCS\140506888.9146702970.6
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(i) in the event that all or any portion of any item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of this covenant, the Borrower, in its sole discretion, shall classify, and may from time to time reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness in Section 7.03(a) or one of the clauses of Section 7.03(b); (ii) additionally, all or any portion of any item of Indebtedness may later be reclassified as having been incurred pursuant to any type of Indebtedness described in Section 7.03(a) or (b) so long as such Indebtedness is permitted to be incurred pursuant to such provision and any related Liens are permitted to be incurred at the time of reclassification; (iii) [reserved]; (iv) in the case of any Refinancing Indebtedness, such Indebtedness shall not include the aggregate amount of Indebtedness incurred to finance fees, underwriting discounts, accrued and unpaid interest, premiums (including, without limitation, tender premiums) and other costs and expenses (including, without limitation, original issue discount, upfront fees or similar fees) incurred in connection with such refinancing; (v) Guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (vi) [reserved]; (vii) the principal amount of any Disqualified Stock of the Borrower or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (viii) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; (ix) [reserved]; (x) in the event that the Borrower or a Restricted Subsidiary (x) incurs Indebtedness to finance an acquisition or (y) assumes Indebtedness of Persons that are acquired by the Borrower or any Restricted Subsidiary or merged into the Borrower or a Restricted Subsidiary in accordance with the terms of this Agreement, the date of determination of the Fixed Charge Coverage Ratio, the First Lien Net Leverage Ratio or the Total Net Leverage Ratio, as applicable, shall, at the option of the Borrower, be the date that a definitive agreement for such acquisition is entered into and the Fixed Charge Coverage Ratio, the First Lien Net Leverage Ratio or the Total Net Leverage Ratio, as applicable, shall be calculated giving pro forma effect to such acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) consistent with the definition of the Fixed Charge Coverage Ratio, the First Lien Net Leverage Ratio or the Total Net Leverage Ratio, as applicable, and, for the avoidance of doubt, (A) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in the Consolidated EBITDA of the Borrower or the target company) at or prior to the consummation of the relevant acquisition, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether such acquisition and any related transactions are permitted hereunder and (B) such ratios shall not be tested at the time of consummation of such acquisition or related transactions; provided, further, that if the 124 US-DOCS\140506888.9146702970.6
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Borrower elects to have such determinations occur at the time of entry into such definitive agreement, (i) any such transaction shall be deemed to have occurred on the date the definitive agreement is entered into and to be outstanding thereafter for purposes of calculating any ratios under this Agreement after the date of such agreement and before the earlier of the date of consummation of such acquisition or the date such agreement is terminated or expires without consummation of such acquisition and (ii) to the extent any covenant baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized until the earlier of the date of consummation of such acquisition or the date such agreement is terminated or expires without consummation of such acquisition, but any calculation of Consolidated EBITDA for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not related to such acquisition) shall not reflect such acquisition until it has been consummated; (xi) notwithstanding anything in this covenant to the contrary, in the case of any Indebtedness incurred to refinance Indebtedness initially incurred in reliance on a clause of the second paragraph of this covenant measured by reference to a percentage of Consolidated EBITDA at the time of incurrence, if such refinancing would cause the percentage of Consolidated EBITDA restriction to be exceeded if calculated based on the percentage of Consolidated EBITDA on the date of such refinancing, such percentage of Consolidated EBITDA restriction shall not be deemed to be exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus premiums (including tender premiums), defeasance, costs and fees in connection with such refinancing; and (xii) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined on the basis of GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or obligations not treated as Indebtedness due to a change in GAAP, will not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under this Section 7.03, the Borrower, shall be in default of this Section 7.03). For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (a) the principal amount of such Indebtedness being refinanced plus (b) the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums (including, without limitation, tender premiums) and other costs and expenses (including, without limitation, original issue discount, upfront fees or similar fees) incurred in connection with such refinancing. Notwithstanding any other provision of this Section 7.03, the maximum amount of Indebtedness that the Borrower or a Restricted Subsidiary may incur pursuant to this Section 7.03 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. 125 US-DOCS\140506888.9146702970.6
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(B) dividends or distributions payable to the Borrower or a Restricted Subsidiary (and, in the case of the Borrower or any such Restricted Subsidiary making such dividend or distribution, to holders of its Equity Interests other than the Borrower or another Restricted Subsidiary on no more than a pro rata basis); (ii) purchase, repurchase, redeem, retire or otherwise acquire or retire for value any Equity Interests of the Borrower or any Parent Entity held by Persons other than the Borrower or a Restricted Subsidiary; (iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value or make any cash payment or other distribution in cash or property in respect of, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness incurred under Section 7.03(a)(ii), Section 7.03(a)(iii), clause (y) to the proviso of Section 7.03(b)(v) or clause (z) to the proviso of Section 7.03(b)(v); or (iv) make any Restricted Investment; (b) (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (i) through (iv) are referred to herein as a “Restricted Payment”). The foregoing provisions of Section 7.06(a) will not prohibit any of the following (collectively, “Permitted Payments”), provided that in each such case, no Event of Default has occurred and is continuing (or would result from the making of such Permitted Payment): (i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement or the redemption, repurchase or retirement of Indebtedness if, at the date of any redemption notice, such payment would have complied with the provisions of this Agreement as if it were and is deemed at such time to be a Restricted Payment at the time of such notice; (ii) (a) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Equity Interests (“Treasury Capital Stock”) or Junior Indebtedness made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Borrower (other than Disqualified Stock or Designated Preferred Stock) (“Refunding Capital Stock”) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock or through an Excluded Contribution) of the Borrower; provided, however, that to the extent so applied, the Net Cash Proceeds, or fair market value of property or assets or of marketable securities, from such sale of Equity Interests or such contribution will be excluded from Section 7.06(a)(iii) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under Section 7.06(b)(xiii), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of a Parent Entity) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement; (iii) any Permitted Junior Debt Payments and any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Junior Indebtedness made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness permitted to be incurred pursuant to Section 7.03; 128 US-DOCS\140506888.9146702970.6
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(iv) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred Stock of the Borrower or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred Stock of the Borrower or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be incurred pursuant to Section 7.03; (v) [reserved]; (vi) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Borrower or of any Parent Entity held by any future, present or former employee, director or consultant of the Borrower, any of its Subsidiaries or of any Parent Entity (or permitted transferees, assigns, estates, trusts or heirs of such employee, director or consultant) either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment or directorship; provided, however, that the aggregate Restricted Payments made under this clause (6) do not exceed the greater of (a) $15,000,000 and (b) 5% of LTM EBITDA in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years); provided further that such amount in any calendar year may be increased by an amount not to exceed: (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock or Designated Preferred Stock) of the Borrower and, to the extent contributed to the capital of the Borrower (other than through the issuance of Disqualified Stock or Designated Preferred Stock or an Excluded Contribution), Equity Interests of any Parent Entity, in each case to members of management, directors or consultants of the Borrower, any of its Subsidiaries or any Parent Entity that occurred after the Closing Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of Section 7.06(a)(iii); plus (B) the cash proceeds of key man life insurance policies received by the Borrower and its Restricted Subsidiaries after the Closing Date; less (C) the amount of any Restricted Payments made in previous calendar years pursuant to clauses (A) and (B) of this clause (vi); and provided further that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from any future, present or former members of management, directors, employees or consultants of the Borrower or Restricted Subsidiaries or any Parent Entity in connection with a repurchase of Equity Interests of the Borrower or any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (vii) the declaration and payment of dividends on Disqualified Stock, or Preferred Stock of a Restricted Subsidiary, incurred in accordance with Section 7.03; (viii) purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Equity Interests deemed to occur upon the exercise of stock options, warrants or other rights in respect thereof if such Equity Interests represents a portion of the exercise price thereof; (ix) dividends, loans, advances or distributions to any Parent Entity or other payments by the Borrower or any Restricted Subsidiary in amounts equal to the aggregate of (without duplication): (A) the amounts required for any Parent Entity to pay any Parent Entity Expenses or any Related Taxes; and 129 US-DOCS\140506888.9146702970.6
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(B) amounts constituting or to be used for purposes of making payments to the extent specified in Sections 7.08(b)(ii), (iii), (v) and (xi); and (C) up to $25,000,000 per calendar year; (x) the declaration and payment by the Borrower of dividends on the common stock or common equity interests of the Borrower or any Parent Entity (and any equivalent declaration and payment of a distribution of any security exchangeable for such common stock or common equity interests to the extent required by the terms of any such exchangeable securities) following a public offering of such common stock or common equity interests (or such exchangeable securities, as applicable), in an amount in any fiscal year not to exceed 6.0% of the proceeds received by or contributed to the Borrower in or from any such public offering; (xi) payments by the Borrower, or loans, advances, dividends or distributions to any Parent Entity to make payments, to holders of Equity Interests of the Borrower or any Parent Entity in lieu of the issuance of fractional shares of such Equity Interests; provided, however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Equity Interests (as determined in good faith by the Board of Directors); (xii) Restricted Payments that are made with Excluded Contributions; (xiii) (A) the declaration and payment of dividends on Designated Preferred Stock of the Borrower issued after the Closing Date; (B) the declaration and payment of dividends to a Parent Entity in an amount sufficient to allow the Parent Entity to pay dividends to holders of its Designated Preferred Stock issued after the Closing Date; and (C) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock; provided, however, that, in the case of clause (B), the amount of all dividends declared or paid to a Person pursuant to this clause shall not exceed the cash proceeds received by the Borrower or the aggregate amount contributed in cash to the equity of the Borrower (other than through the issuance of Disqualified Stock or an Excluded Contribution of the Borrower ), from the issuance or sale of such Designated Preferred Stock; provided further, in the case of clauses (A) and (C), that for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or declaration of such dividends on such Refunding Capital Stock, after giving effect to such payment on a Pro Forma Basis the Borrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 7.03(a); (xiv) dividends or other distributions of Equity Interests of, or Indebtedness owed to the Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash or Cash Equivalents); (xv) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets or Receivables Assets and purchases of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligation, in each case in connection with a Securitization Transaction or Receivables Facility; (xvi) (A) Restricted Payments (including loans or advances) in an aggregate amount outstanding at the time made not to exceed (when taken together with the aggregate amount of Investments made pursuant to clause 20 of the definition of “Permitted Investments”) the greater of (1) $75,000,000 and (2) 20% LTM EBITDA, and (B) additional Restricted Payments, so long as after giving effect thereto the Total Net Leverage Ratio shall be equal to or less than 1.00 to 1.00 on a Pro Forma Basis; 130 US-DOCS\140506888.9146702970.6
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arrangements, options, warrants or other rights to purchase Equity Interests of the Borrower, any Restricted Subsidiary or any Parent Entity, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employees, directors or consultants approved by the Board of Directors of the Borrower, in each case in the ordinary course of business or consistent with past practice; (iii) any Management Advances and any waiver or transaction with respect thereto; (iv) (a) any transaction between or among the Borrower and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Equity Interests of the Borrower and such merger, amalgamation or consolidation is otherwise consummated in compliance with this Agreement; (v) the payment of compensation, fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Borrower, any Parent Entity or any Restricted Subsidiary (whether directly or indirectly and including through any Controlled Investment Affiliate of such directors, officers or employees); (vi) the entry into and performance of obligations of the Borrower or any of its Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Closing Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Lenders in any material respect; (vii) any customary transaction with a Securitization Subsidiary effected as part of a Securitization Transaction or Receivables Facility and any disposition of Securitization Assets or related assets in connection with any Securitization Transaction and any repurchase of Securitization Assets pursuant to a Securitization Repurchase Obligation; (viii) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business or consistent with past practice, which are fair to the Borrower or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Borrower or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; (ix) any transaction between or among the Borrower or any Restricted Subsidiary and any Person that is an Affiliate of the Borrower or similar entity solely because the Borrower or a Restricted Subsidiary or any Affiliate of the Borrower or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate or similar entity; (x) issuances or sales of Equity Interests (other than Disqualified Stock or Designated Preferred Stock) of the Borrower or options, warrants or other rights to acquire such Equity Interests and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Borrower or any Restricted Subsidiary; 132 US-DOCS\140506888.9146702970.6
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(xi) payment to any Permitted Holder of all out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Borrower and its Subsidiaries; (xii) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses) related to the Transactions; (xiii) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 7.08(a); (xiv) the existence of, or the performance by the Borrower or any Restricted Subsidiary of its obligations under the terms of, any equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Closing Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Closing Date will only be permitted under this clause (xv) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders in any material respect; (xv) any purchases by the Borrower’s Affiliates of Indebtedness or Disqualified Stock of the Borrower or any of the Restricted Subsidiaries, the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Borrower’s Affiliates; provided that such purchases by the Borrower’s Affiliates are on the same terms as such purchases by such Persons who are not the Borrower ’s Affiliates; (xvi) (i) investments by Affiliates in securities of the Borrower or any of its Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Borrower or such Restricted Subsidiary generally to other non-affiliated third party investors on the same or more favorable terms and (ii) payments to Affiliates in respect of securities of the Borrower or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Borrower and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities; (xvii) payments by the Borrower, any Parent Entity or any Restricted Subsidiary pursuant to any tax sharing agreement or similar contract or agreement in respect of Related Taxes entered into by or among the Borrower, any Parent Entity, and/or any Restricted Subsidiary on customary terms to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries; (xviii) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Borrower and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the board of directors of the Borrower in good faith; 133 US-DOCS\140506888.9146702970.6
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precedent set forth in Section 4.02, waiver of any Default or Event of Default or waiver of any mandatory prepayment is not considered an extension or increase in Commitments of any Lender); (d) postpone any date fixed by this Agreement or any other Loan Document for any payment (it being understood that a waiver of any condition precedent or the waiver of any Default, Event of Default or mandatory prepayment will not constitute an extension or postponement of a date for payment) of principal, interest, fees or other amounts due to the Lenders (or any of them, including without limitation, date of maturity) hereunder or under such other Loan Document without the written consent of each Lender entitled to receive such payment; (e) reduce the principal (it being understood that a waiver of any condition precedent or the waiver of any Default, Event of Default or mandatory prepayment will not constitute a reduction in principal) of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso below to this Section 11.01 in connection with the Fee Letter) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such amount; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate; (f) change (i) the definition of “Applicable Percentage” without the written consent of each Lender, (ii) Section 8.03 or Section 2.13 in a manner that would alter the pro rata sharing and/or priority of payments required thereby without the written consent of each Lender or (iii) the order of application of any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05 respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (i) if such Facility is the Term Facility, the Required Term Lenders, and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; (g) change (i) any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 11.01(g)), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders” or “Required Term Lenders” without the written consent of each Lender under the applicable Facility; (h) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender whose Obligations are secured by such Collateral, except to the extent the release of any Collateral is permitted pursuant to the Loan Documents (in which case such release may be made by the Administrative Agent acting alone); (i) release all or substantially all of the value of the Guaranty, without the written consent of each Lender whose Obligations are Guaranteed thereby, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); (j) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term Facility, the Required Term Lenders, and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; and (k) subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien (including without limitation any Indebtedness or Lien issued under this Agreement or any other agreement), as the case may be without the written consent of Lenders holding at least 66 2/3% of the outstanding Obligations and unfunded Commitments; 148 US-DOCS\140506888.9146702970.6
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(1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). (C) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. (D) “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW.] 165 US-DOCS\140506888.9146702970.6
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US-DOCS\146702955.5 EXHIBIT B Schedule 1.02 [On file with the Administrative Agent]
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US-DOCS\146702955.5 EXHIBIT C Exhibit E [Form of] Assignment and Assumption [See attached]
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EXHIBIT E E-1 Form of Assignment and Assumption [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] 2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement, dated as of August 18, 2020 among Tutor Perini Corporation, a Massachusetts corporation (“Borrower”), certain Subsidiaries of Borrower, BMO Xxxxxx Bank N.A., as Administrative Agent, L/C Issuer and Swing Line Lender and the Lenders from time to time party thereto, including Assignor (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the facility or respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in any such facilities5) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. 3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees. 5 Include all applicable subfacilities.
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E-2 Form of Assignment and Assumption clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1. Assignor[s]: ________________________________ ________________________________ ________________________________ 2. Assignee[s]: ________________________________ ________________________________ [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]] 3. Borrower: Tutor Perini Corporation 4. Administrative Agent: BMO Xxxxxx Bank N.A., as the administrative agent under the Credit Agreement 5. Credit Agreement: Credit Agreement, dated as of August 18, 2020, among Tutor Perini Corporation, as Borrower, the Lenders from time to time party thereto, and BMO Xxxxxx Bank N.A., as Administrative Agent, L/C Issuer and Swing Line Lender 6. Assigned Interest[s]: Facility Assigned6 Assignor[s]7 Assignee[s] 8 Aggregate Amount of Commitment for all Lenders9 Amount of Commitment Assigned Percentage Assigned of Commitment10 Tranche A Term Loan / Tranche B Term Loan11 CUSIP Number $ $ % $_________ $_________ _________% 6 Identify facility using the defined term for such facility in Credit Agreement, e.g., “Revolving Credit Commitment,” “Term Commitment” 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 Include only for assignments of Term Loans.
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E-3 Form of Assignment and Assumption $_________ $_________ _________% [7. Trade Date: ]12 Effective Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S] 13 [NAME OF ASSIGNOR] By: ________________________________ Title: ASSIGNEE[S] 14 [NAME OF ASSIGNEE] By: ________________________________ Title: [Consented to and]15 Accepted: BMO XXXXXX BANK N.A., as Administrative Agent By: ________________________________ Title: [Consented to:]16 By: ________________________________ Title: 12 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 13 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 14 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 16 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.