EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO GUARANTY AND BORROWER ASSIGNMENT, ASSUMPTION AND RELEASE THIS FIRST AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO GUARANTY AND BORROWER ASSIGNMENT, ASSUMPTION AND RELEASE,...
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EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO GUARANTY AND BORROWER ASSIGNMENT, ASSUMPTION AND RELEASE THIS FIRST AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO GUARANTY AND BORROWER ASSIGNMENT, ASSUMPTION AND RELEASE, dated as of June 28, 2024 (this “Agreement”), is entered into among UL SOLUTIONS INC. (formerly known as UL Inc.), a Delaware corporation (the “Assignee”), UL LLC, a Delaware limited liability company (the “Assignor”), the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Amended Credit Agreement (as defined below). RECITALS WHEREAS, the Assignor, the Assignee, the Lenders and the Administrative Agent are parties to that certain Credit Agreement, dated as of January 11, 2022 (as amended or modified from time to time prior to the date hereof, the “Credit Agreement” and as amended hereby, the “Amended Credit Agreement”); WHEREAS, the Assignor, as Borrower under the Credit Agreement and the other Related Documents prior to giving effect to this Agreement, has agreed to assign to the Assignee all of its rights, interests, duties, obligations and liabilities as Borrower in, to and under the Credit Agreement and the other Related Documents; WHEREAS, the Assignor has agreed to guaranty debts, obligations and liabilities of the Assignee under the Credit Agreement and the Related Documents pursuant to the Guaranty; and WHEREAS, the parties hereto have agreed to amend the Credit Agreement as provided herein. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments to Credit Agreement. (a) The Credit Agreement (excluding the Schedules and Exhibits) is hereby amended and restated in its entirety to read in the form attached hereto as Exhibit A. Notwithstanding anything to the contrary contained herein or in Exhibit A, to the extent any Loan bearing interest at the BSBY Rate is outstanding on the date hereof, such Loan shall continue to bear interest at the BSBY Rate (as defined in the Credit Agreement prior to giving effect to this Agreement) until the end of the current Interest Period applicable to such Loan. (b) Schedule 1.1(a) is hereby amended and restated in its entirety to read in the form of Schedule 1.1(a) attached hereto. (c) A new Schedule 1.10 is hereby added to the Credit Agreement to read in the form of Schedule 1.10 attached hereto. (d) The Exhibits to the Credit Agreement are hereby amended and restated in their entirety to read in the form of Exhibit B attached hereto.
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2 2. Amendments to Guaranty. The first recital in the Guaranty is hereby amended to read as follows: WHEREAS, UL Solutions Inc. (formerly known as UL Inc.) (the “Borrower”), UL LLC (“UL”), various financial institutions (the “Lenders”), JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association, as co-syndication agents, Bank of America, as administrative agent (in such capacity, the “Administrative Agent”), have entered into that certain Credit Agreement, dated as of January 11, 2022, as amended by that certain First Amendment to Credit Agreement, First Amendment to Guaranty and Borrower Assignment, Assumption and Release dated as of June 28, 2024 (as further amended, restated, extended, renewed, increased or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein have the respective meanings hereto in the Credit Agreement); and 3. Borrower Assignment, Assumption and Release; Guaranty Acknowledgment. (a) Assignment of Credit Agreement. Effective as of the date hereof, the Assignor hereby absolutely assigns, transfers and conveys to the Assignee all of its rights, interests, duties, obligations and liabilities as the Borrower in, to and under the Credit Agreement (as amended pursuant to the Amended Credit Agreement). (b) Assumption of Credit Agreement. Effective as of the date hereof, the Assignee hereby absolutely accepts the assignment described in Section 3(a) and assumes all of the duties, obligations and liabilities as the Borrower of the Assignor in, to and under the Amended Credit Agreement to the same extent as if the Assignee had originally executed the Credit Agreement as the Borrower on the Closing Date. The Assignee hereby ratifies, as of the date hereof, and agrees to be bound by the terms and provisions of the Amended Credit Agreement and accepts all of the Assignor's rights, interests, duties, obligations and liabilities as the Borrower thereunder. Without limiting the generality of the foregoing terms of this Section 3(b), the Assignee hereby (i) acknowledges, agrees and confirms that (A) by its execution of this Agreement, the Assignee shall be deemed to be a party to the Amended Credit Agreement and the “Borrower” for all purposes of the Amended Credit Agreement, (B) the Assignee shall have all of the obligations of the Borrower thereunder as if it had originally executed the Credit Agreement and (C) this Agreement shall be deemed a “Related Document” for all purposes of the Amended Credit Agreement, (ii) reaffirms the representations and warranties set forth in the Amended Credit Agreement and each other Related Document, (iii) agrees to be bound by the covenants set forth in Article 5 of the Amended Credit Agreement and (iv) promises to pay to the Lenders and the Administrative Agent all Obligations outstanding at, or incurred on or after, the date hereof, all as provided in the Related Documents. (c) Release. The Administrative Agent, on behalf of itself and the Lenders, confirms that, from and after the execution and delivery of this Agreement by each of the Assignor and the Assignee, the Assignor is released and forever discharged from any duties, obligations and liabilities as the Borrower under the Credit Agreement. The release contained herein is intended to be final and binding upon the parties hereto, the Lenders and their respective successors and assigns. Each party agrees to cooperate in good faith and to execute such further documents as may be necessary to effect the provisions of this Agreement. (d) Guaranty Acknowledgment. The Assignor acknowledges that it has guaranteed all Obligations of the Assignee pursuant to the Guaranty and it remains a “Guarantor” under the Amended Credit Agreement and the Related Documents. In furtherance of the foregoing, each
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5 representation or warranty is qualified by materiality or “Material Adverse Effect”, in all respects) as of such earlier date, and (b) no event has occurred and is continuing which constitutes a Potential Default or an Event of Default. 9. Counterparts/Telecopy. This Agreement may be in the form of an electronic record (in “.pdf” form or otherwise) and may be executed using electronic signatures, which shall be considered as originals and shall have the same legal effect, validity and enforceability as a paper record. This Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts shall be one and the same Agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed Agreement which has been converted into electronic form (such as scanned into “.pdf” format), or an electronically signed Agreement converted into another format, for transmission, delivery and/or retention. 10. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 11. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted under the Amended Credit Agreement. 12. Headings. The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. 13. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement 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. 14. No Waiver. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Related Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Related Documents. [Remainder of Page Intentionally Left Blank]
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UL SOLUTIONS INC. FIRST AMENDMENT ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By Name: Title: LENDERS: BANK OF AMERICA, N.A., as the L/C Issuer and as a Lender By: Name: Title: JPMORGAN CHASE BANK, N.A., as a Lender By: Name: Xxxxxxx X. Xxxxxx Title: Executive Director XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Lender By: Name: Title: FIRST NATIONAL BANK OF PENNSYLVANIA, as a Lender By: Name: Title: PNC BANK, NATIONAL ASSOCIATION, as Lender By: Name: Title:
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UL SOLUTIONS INC. FIRST AMENDMENT ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By Name: Title: LENDERS: BANK OF AMERICA, N.A., as the L/C Issuer and as a Lender By: Name: Title: JPMORGAN CHASE BANK, N.A., as a Lender By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Lender By: Name: Title: FIRST NATIONAL BANK OF PENNSYLVANIA, as a Lender By: Name: Xxxxx X. Xxxx Title: Managing Diector PNC BANK, NATIONAL ASSOCIATION, as Lender By: Name: Title:
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UL SOLUTIONS INC. FIRST AMENDMENT ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By Name: Title: LENDERS: BANK OF AMERICA, N.A., as the L/C Issuer and as a Lender By: Name: Title: JPMORGAN CHASE BANK, N.A., as a Lender By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Lender By: Name: Title: FIRST NATIONAL BANK OF PENNSYLVANIA, as a Lender By: Name: Title: PNC BANK, NATIONAL ASSOCIATION, as Lender By: Name: Xxxxxx X. Xxxxxxx Title: Vice President
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UL SOLUTIONS INC. FIRST AMENDMENT XXXXXXX XXXXX BANK USA as Lender By: Name: Xxxxxxxxxx Xxxxxxx Title: Authorized Signatory
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Exhibit A 13625811v6 Published CUSIP Numbers: Deal: 00000XXX0 Revolver: 00000XXX0 Term Loan: 00000XXX0 CREDIT AGREEMENT dated as of January 11, 2022 among UL SOLUTIONS INC. (formerly known as UL INC.), as Borrower, UL LLC, as a Guarantor, VARIOUS FINANCIAL INSTITUTIONS, JPMORGAN CHASE BANK, N.A. and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and BANK OF AMERICA, N.A., as Administrative Agent BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. and XXXXX FARGO SECURITIES, LLC, Joint Lead Arrangers and Joint Bookrunners
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iv 13625811v6 EXHIBITS: Exhibit A - Form of Borrowing Request Exhibit B - Form of Interest Election Request Exhibit C - Form of Compliance Certificate Exhibit D - Form of Administrative Questionnaire Exhibit E - Form of Guaranty Exhibit F - Form of Increase Request Exhibit G - Form of Assignment and Assumption Exhibit H - Form of Guaranteed Party Designation Notice Exhibit I - Form of Notice of Loan Prepayment Exhibit J – Form of Bank Note Exhibit K – Tax Compliance Certificates Schedule 1.1(a) Pricing Grid Schedule 1.1(b) Existing Letters of Credit Schedule 1.10 Day Basis for Alternative Currencies Schedule 2 Commitments and Pro Rata Shares Schedule 4.19 Subsidiaries Schedule 5.5 Investments Schedule 5.14 Liens Schedule 5.16 Debt Schedule 8.8 Notices Schedule 8.9 Disqualified Institutions
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13625811v6 CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”) dated as of January 11, 2022 is among UL Solutions Inc. (formerly known as UL Inc.), a Delaware corporation (“UL Solutions”), as the Borrower, UL LLC (“UL”), a Delaware limited liability company, various lenders from time to time parties hereto (together with their respective successors and assigns, collectively the “Lenders” and individually each a “Lender”), and Bank of America, N.A., as Administrative Agent. The Loan Parties (as hereinafter defined) have requested that the Lenders make loans and other financial accommodations to the Loan Parties in an aggregate amount of up to $1,250,000,000. The Lenders have agreed to make such loans and other financial accommodations to the Loan Parties on the terms and subject to the conditions set forth herein. The parties hereto agree as follows: ARTICLE ONE DEFINITIONS AND ACCOUNTING TERMS Section 1.1 Definitions. The following capitalized terms have the meanings indicated below unless the context shall clearly indicate otherwise. “Acquisition” means any transaction or series of related transactions for the purpose of, or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Stock of any Person, or otherwise causing any Person to become a Subsidiary (including through membership, reserved powers or appointment and/or removal of officers and directors), or (c) a merger or consolidation or any other combination with another Person (other than a merger, consolidation or combination of a Subsidiary of the Borrower with the Borrower (so long as the Borrower is the surviving entity) or another Subsidiary of the Borrower (provided that, if any such Subsidiary is a Guarantor, a Guarantor is the surviving entity)). “Additional Commitment Lender” has the meaning specified in Section 2.17(d). “Administrative Agent” means Bank of America in its capacity as Administrative Agent under any of the Related Documents, or any successor Administrative Agent. “Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 8.6 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to the Borrower and the Lenders. “Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit D or any other form approved by the Administrative Agent. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “Affiliate” means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. A Person shall be deemed to control another Person for the purposes of this definition if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies
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2 13625811v6 of the second Person, whether through the ownership of voting securities, common directors, trustees or officers, the power to appoint common directors, trustees or officers by contract or otherwise. “Agreement” has the meaning specified in the Preamble. “Agreed Currency” means Dollars or any Alternative Currency, as applicable. “Aggregate Revolving Commitment” means at any time, the Revolving Commitments of all the Revolving Lenders, as such amount may be changed from time to time in accordance with this Agreement. The Aggregate Revolving Commitment on the Effective Date shall be $750,000,000. “Alternative Currency” means (a) with respect to Loans, each of Euro, Sterling, Yen, and each other currency (other than Dollars) that is approved in accordance with Section 1.6 and (b) with respect to Letters of Credit, each of Euros, Sterling, Yen, Indian Rupees, Singapore Dollars, Canadian Dollars, Mexican Dollars, Hong Kong Dollars, KRW, TWD, Australian Dollars, New Zealand Dollars, Chinese Yuan, Danish Krones, Poland Zloty, Swedish Krona, Swiss Francs, United Arab Emirates Dirham, Thai Baht, Philippine Peso and each other currency (other than Dollars) that is approved in accordance with Section 1.6; provided that for each Alternative Currency, in each case, such requested currency is an Eligible Currency. “Alternative Currency Daily Rate” means, for any day, with respect to any Credit Extension: (a) denominated in Sterling, the rate per annum equal to XXXXX determined pursuant to the definition thereof plus the XXXXX Adjustment; and (b) denominated in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a daily rate), the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders pursuant to Section 1.6 plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders (in the case of any adjustment, in consultation with the Borrower) pursuant to Section 1.6; provided, that, if any Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in an Alternative Currency Daily Rate shall be effective from and including the date of such change without further notice. “Alternative Currency Daily Rate Loan” means a Loan that bears interest at a rate based on the definition of “Alternative Currency Daily Rate.” All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency. “Alternative Currency 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 by reference to Bloomberg (or such other publicly available service for displaying exchange rates), to be the exchange rate for the purchase of such Alternative Currency with Dollars at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided, however, that if no such rate is available, the “Alternative Currency Equivalent” shall be determined by the Administrative Agent using any reasonable method of determination it deems appropriate in its sole discretion (and such determination shall be conclusive absent manifest error).
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3 13625811v6 “Alternative Currency Loan” means an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan, as applicable. “Alternative Currency Term Rate” means, for any Interest Period, with respect to any Credit Extension: (a) denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest Period; (b) denominated in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offer Rate (“TIBOR”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the Rate Determination Date with a term equivalent to such Interest Period; and (c) denominated in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a term rate), the term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders pursuant to Section 1.6 plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders (in the case of any adjustment, in consultation with the Borrower) pursuant to Section 1.6; provided, that, if any Alternative Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. “Alternative Currency Term Rate Loan” means a Loan that bears interest at a rate based on the definition of “Alternative Currency Term Rate.” All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency. “Applicable Authority” means (a) with respect to Term SOFR, the CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity and (b) with respect to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator. “Applicable Fee Rate” see Schedule 1.1(a). “Applicable Maturity Date” has the meaning specified in Section 2.17(a). “Applicable Rate” see Schedule 1.1(a). “Applicable Time” means, with respect to any borrowing or payment in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.
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4 13625811v6 “Appropriate Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, and (b) with respect to the L/C Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.3, the Revolving Lenders. “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, collectively, (a) Bank of America, N.A., an affiliate of BofA Securities, Inc., (b) JPMorgan Chase Bank, N.A. and (c) Xxxxx Fargo Securities, LLC, in each case, in their respective capacities as joint lead arrangers and joint bookrunners. “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of each party whose consent is required by Section 8.9(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit G or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent. “Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments. “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, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “Bank of America” means Bank of America, N.A. and its successors. “Bank Note” has the meaning specified in Section 2.13. “Banking Services” shall mean any of the following traditional bank products provided by a Banking Services Bank, to a Loan Party or an Included Subsidiary as a non-fiduciary (or, in the case of claims (xi) below, fiduciary) principal: (i) credit derivatives where a Banking Services Bank is the seller of credit protection; (ii) all forms of deposit accounts; (iii) commercial card services; (iv) safe deposit box services; (v) escrow services; (vi) payment and settlement services, including check clearing, check guaranty, ACH, wire transfer, and debit card services; (vii) payroll services; (viii) travelers check and money order services; (ix) cash management services; (x) services provided by a Banking Services Bank as a trustee or guardian, or as an executor or administrator of an estate; (xi) discretionary asset management services provided by a Banking Services Bank as a fiduciary (excluding 401(k) services or other services where a Loan Party or an Included Subsidiary is obtaining services as a fiduciary); (xii) custody services (including securities lending services); (xiii) paying agent, transfer agent and registrar services; and (xiv) merchant processing services. “Banking Services Agreement” means any agreement for Banking Services.
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5 13625811v6 “Banking Services Bank” means any Person that (a) at the time it enters into a Banking Services Agreement, is a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, (b) in the case of any Banking Services Agreement in effect on or prior to the Effective Date, is, as of the Effective Date or within thirty (30) days thereafter, a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent and a party to a Banking Services Agreement or (c) within thirty (30) days after the time it enters into the applicable Banking Services Agreement, becomes a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, in each case, in its capacity as a party to such Banking Services Agreement. “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) Term SOFR plus 1.00%, subject to the interest rate floors set forth therein; provided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. “Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars. “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 Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “Board” means the Board of Governors of the Federal Reserve System of the United States of America. “Borrower” means (a) prior to the consummation of the First Amendment, UL, and (b) upon consummation of the First Amendment and the execution and delivery of the First Amendment and at all times thereafter, UL Solutions. “Borrowing” means a Revolving Borrowing or a Term Borrowing, as the context may require. “Borrowing Request” means a notice of a Borrowing, pursuant to Section 2.2(a), which shall be 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), appropriately completed and signed by a Responsible Officer of the Borrower.
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6 13625811v6 “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 with respect to obligations hereunder denominated in Dollars is located and: (a) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Alternative Currency Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan, means a Business Day that is also a TARGET Day; (b) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in (i) Sterling, means a day other than a day when banks are closed for general business in London because such day is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom; and (ii) Japanese Yen, means a day other than a day when banks are closed for general business in Japan; (c) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in a currency other than Euro, Sterling or Japanese Yen, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and (d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Euro in respect of an Alternative Currency Loan denominated in a currency other than Euro, or any other dealings in any currency other than Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency. “Capital Lease” means any lease of Property which in accordance with GAAP has been or is required to be capitalized on the balance sheet of the lessee, but subject to Section 1.4. “Capital Stock” means any share, interest, participation or other equivalent (however designated) of capital stock of a corporation, any equivalent ownership interest in a Person (other than a corporation) and any warrant, right or option to purchase any of the foregoing. “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 the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the L/C Issuer and (if Lenders other than the L/C Issuer will have continuing participation obligations with respect to Letters of Credit after the date on which such other credit support is required to be delivered) the Required Lenders shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent, the L/C Issuer and, if applicable, the Required Lenders. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. “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
![slide26](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101026.jpg)
7 13625811v6 requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “CME” means CME Group Benchmark Administration Limited. “Code” means the Internal Revenue Code of 1986, and all amendments thereto, and any successor statute thereto. “Commitment” means a Revolving Commitment or a Term Commitment, as the context requires. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). “Communication” means this Agreement, any Related Document and any document, any amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Related Document. “Competitor” means any competitor of the Borrower or any Subsidiary that is in the same or a substantially similar line of business as the Borrower or any Subsidiary. “Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR, Term SOFR, XXXXX or any proposed Successor Rate for an Agreed Currency, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR”, “XXXXX”, and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods and the day basis for calculating interest for an agreed currency listed on Schedule 1.10) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice for such Agreed Currency (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate for such Agreed Currency exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Related Document). “Consolidated Interest Expense” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of all interest, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries incurred in connection with borrowed money (including imputed expense in respect of capital lease obligations) or in connection with the deferred purchase price of assets, but excluding, however, any interest expense not payable in cash during such period, in each case to the extent treated as interest in accordance with GAAP. “Consolidated Net Income” means, for any period, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP.
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8 13625811v6 “Consolidated Total Assets” means, on any date, all amounts that, in conformity with GAAP, would be included under the caption “total assets” (or any like caption) on a consolidated balance sheet of the Borrower at such time. “Controlled Group” means 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, are treated as a single employer under Section 414 of the Code. “Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. “Daily Simple SOFR” with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source). “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, judicial management, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. “Default Rate” means (a) with respect to any Obligation for which a rate is specified (other than L/C Fees), an interest rate per annum equal to 2% in excess of the rate otherwise applicable thereto, (b) with respect to any Obligation for which a rate is not specified or available, an interest rate equal to the Base Rate plus 2% per annum, and (c) with respect to L/C Fees, an interest rate equal to 3.25% per annum. “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower (and, if at such time there are three or fewer Lenders, each other Lender) in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Xxxxxx’s obligation to fund a Loan hereunder and states that such position is based on such Xxxxxx’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent, any other Lender or the Borrower, to confirm in a writing to the Administrative Agent, the Lenders and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent, the Required Lenders and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of
![slide28](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101028.jpg)
9 13625811v6 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 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 Capital Stock of that Lender or any direct or indirect parent company thereof by a Governmental Authority, so long as such ownership or acquisition 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 clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) upon delivery of written notice of such determination to the Borrower, the L/C Issuer, and each other Lender. “Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction. “Designated Lender” has the meaning specified in Section 2.16. “Disqualified Institution” means, on any date, (a) any Person identified by legal name on the DQ List and (b) any other Person that is a Competitor of the Borrower or any of its Subsidiaries, which Person has been designated by legal name by the Borrower as a “Disqualified Institution” by written notice to the Administrative Agent and the Lenders (by posting such notice to the Platform) not less than two (2) Business Days prior to such date; provided that “Disqualified Institutions” shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent and the Lenders from time to time. “Xxxx-Xxxxx Act” means the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as enacted by the United States Congress, and signed into law on July 21, 2010, and all statutes, rules, guidelines or directives promulgated thereunder. “Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative Agent or the L/C Issuer, as applicable) by the applicable Bloomberg source (or such other publicly available source for displaying exchange rates) on date that is two (2) Business Days immediately preceding the date of determination (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent or the L/C Issuer, as applicable using any method of determination it deems appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent or the L/C Issuer, as applicable, using any method of determination it deems appropriate in its sole discretion. Any determination by the Administrative Agent or the L/C Issuer pursuant to clauses (b) or (c) above shall be conclusive absent manifest error. “Dollars” or “$” refers to lawful money of the United States of America. “Domestic Subsidiary” means any Subsidiary that is organized under the Laws of any state of the United States or the District of Columbia.
![slide29](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101029.jpg)
10 13625811v6 “DQ List” has the meaning specified in Section 8.9(g)(D). “EBITDA” means, for any period for the Borrower and its consolidated Subsidiaries, the total of (a) Consolidated Net Income plus (b) to the extent deducted in determining Consolidated Net Income (and without duplication), (i) Consolidated Interest Expense, (ii) income taxes and (iii) depreciation and amortization expense determined in accordance with GAAP, plus (c) any extraordinary, unusual or non- recurring expenses, losses and charges, (d) fees and expenses incurred in connection with any Acquisition (including integration costs related thereto), disposition, investment, issuance, prepayment or redemption of any Indebtedness, issuance of equity securities, refinancing transaction or amendment or modification of any debt instrument (in each case, whether or not consummated), in each case, to the extent permitted hereunder, plus (e) contract asset and liability adjustments made as a result of accounting change in estimate related to ASC 606 revenue from contracts with customers, plus (f) any charges, costs, expenses, accruals or reserves incurred pursuant to any management equity plan, profits interest or stock option plan, any equity-based compensation or equity-based incentive plan, any long-term incentive plan (including, without limitation, performance cash awards and cash-settled stock appreciation rights, in each case, issued thereunder), or any other management or employee benefit plan, agreement or pension plan, and any charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of equity interests of the Borrower held by management of the Borrower or any of its consolidated Subsidiaries, plus (g) fees, costs and expenses incurred and paid by the Borrower or any of its consolidated Subsidiaries in connection with any litigation, judgment or settlement for any actual or threatened claim, action, suit or proceeding, including any out-of-court agreement or settlement, plus (h) non-cash impairment charge or asset write-off or write-down related to intangible assets, goodwill, long-lived assets, and investments in debt and equity securities pursuant to GAAP, plus (i) all non-cash losses from investments recorded using the cost or equity method and from non-controlling interests in investments, plus (j) non-xxxx xxxx to market and other non-cash charges or non-cash expenses related to Swap Agreement obligations, plus (k) other non-cash charges, expenses or losses (provided that, if any non-cash charges referred to in this clause (k) represents an accrual or reserve for a potential future cash charge, expense or loss, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent), plus (l) restructuring charges and reserves (whether or not classified as such under GAAP), including any fees, expenses or losses related to the reconstruction, recommissioning or reconfiguration of fixed assets for alternate uses, the disposal, abandonment, transfer, closing or discontinuing of operations or assets, or the implementation of strategic initiatives, minus (m) (i) to the extent included in such Consolidated Net Income, (A) any income tax refunds, (B) any non-cash gains from investments, (C) any non-xxxx xxxx to market gains related to Swap Agreement obligations and (D) other non-cash gains (excluding, for the avoidance of doubt, operating income and revenues); provided that if any non-cash gain represents an accrual or deferred income in respect of potential cash items in any future period, the Borrower may determine not to deduct the relevant non-cash gain in the then-current period, and (ii) any extraordinary gains (excluding, for the avoidance of doubt, operating income and revenues), all as determined for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided, that the aggregate amount added back pursuant to clauses (d) (solely in the case of integration costs), (f) (solely in the case of cash charges, cash costs or cash expenses), (g) and (l) above shall not exceed in any four fiscal quarter period ten percent (10%) of EBITDA (determined prior to giving effect to the add backs in such clauses). For purposes of calculating EBITDA for any period of four consecutive quarters, (A) if during such period the Borrower or any consolidated Subsidiary shall have consummated an Acquisition with an enterprise value in excess of $10,000,000, EBITDA for such period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period and (B) if during such period, the Borrower or any consolidated Subsidiary shall have consummated a disposition of assets with a fair market value in excess of $10,000,000, EBITDA for such period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the last day of the previous period.
![slide30](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101030.jpg)
11 13625811v6 “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. “Effective Date” means January 11, 2022. “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. “Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 8.9(b)(iii), and (v) (subject to such consents, if any, as may be required under Section 8.9(b)(iii)). For the avoidance of doubt, any Disqualified Institution is subject to Section 8.9(g). “Eligible Currency” means any lawful currency other than Dollars that is readily available, freely transferable and convertible into Dollars in the international interbank market available to the Lenders in such market and as to which a Dollar Equivalent may be readily calculated. If, after the designation by the Lenders of any currency as an Alternative Currency, any change in currency controls or exchange regulations or any change in the national or international financial, political or economic conditions are imposed in the country in which such currency is issued, result in, in the reasonable opinion of the Administrative Agent (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency), (a) such currency no longer being readily available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent is no longer readily calculable with respect to such currency, (c) providing such currency is impracticable for the Lenders or (d) no longer a currency in which the Required Lenders are willing to make such Credit Extensions (each of (a), (b), (c), and (d) a “Disqualifying Event”), then the Administrative Agent shall promptly notify the Lenders and the Borrower, and such country’s currency shall no longer be an Alternative Currency until such time as the Disqualifying Event(s) no longer exist. Within, five (5) Business Days after receipt of such notice from the Administrative Agent, the Borrower shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Dollar Equivalent of Loans in Dollars, subject to the other terms contained herein. “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters. “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c)
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12 13625811v6 exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules and regulations from time to time promulgated thereunder. “ERISA Affiliate” means any corporation or trade or business which is a member of the same Controlled Group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower or is under common control (within the meaning of Section 414(c) of the Code) with the Borrower. “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. “Euro” and “€” mean the single currency of the Participating Member States. “Event of Default” has the meaning specified in Section 6.1 hereof “Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Future Trading Commission (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell”, support or other agreement for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or grant by such Loan Party of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement (as defined in such Swap Agreement) governing more than one Swap Agreement, such exclusion shall apply to only the portion of such Swap Obligation that is attributable to Swap Agreements for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition. “Existing Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of December 15, 2017 (as amended or otherwise modified prior to the Effective Date), among UL, the other borrowers party thereto, the Borrower, the lenders party thereto and the Administrative Agent. “Existing Letters of Credit” means the letters of credit and bank guarantees listed on Schedule 1.1(b). “Extended Maturity Date” has the meaning specified in Section 2.17(a). “Extending Lender” has the meaning specified in Section 2.17(b). “Extension Date” has the meaning specified in Section 2.17(a). “Facility” means the Term Facility or the Revolving Facility, as the context may require. “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and 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
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13 13625811v6 adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. “Federal Funds Effective Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. “Fee Letter” means the letter agreement dated as of November 19, 2021 among the Borrower, BofA Securities, Inc. and the Administrative Agent. “First Amendment” means that certain First Amendment to Credit Agreement, First Amendment to Guaranty and Borrower Assignment, Assumption, and Release, dated as of June [__], 2024, by and among the Borrower, UL, the Lenders and the Administrative Agent. “Foreign Pension Plan” means any plan, fund (including any superannuation fund) or other similar program established or maintained outside the United States by any Loan Party primarily for the benefit of employees of such Loan Party residing outside the United States, which plan, fund or other similar program provides for a “defined benefit” retirement benefit, and which plan is not subject to ERISA or the Code. “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. “Fronting Exposure” means, at any time there is a Defaulting Lender, such Defaulting Lender’s Pro Rata Share 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. “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. “Funded Indebtedness” means, without duplication, (a) all outstanding Indebtedness of the Borrower and its consolidated Subsidiaries as described in (i) and (ii) of the definition of Indebtedness, (b) all direct obligations described in (vi) of the definition of Indebtedness, and (c) Guarantees of Indebtedness described in clauses (a) and (b). “GAAP” means (a) with respect to the Borrower and UL, generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession) including, without limitation, the FASB Accounting Standards Codification, that are applicable to the circumstances as of the date of determination, and (b) with respect to any other Person, generally accepted accounting principles as in effect from time to time in each applicable jurisdiction where such Person keeps its books and records of account, in each case, consistently applied and subject to Section 1.4. “Governing Body” means, when used with respect to any Person, its board of directors or managers, board of trustees or other board, committee or group of individuals in which all of the powers of
![slide33](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101033.jpg)
14 13625811v6 such Person are vested, except for those powers reserved to the membership of such Person by the certificate of incorporation or bylaws of such Person or other organizational documents of such Person. “Governmental Approval” means an authorization, consent, approval, license, or exemption of, registration or filing with, or report to, any Governmental Authority. “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, without limitation, the Financial Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or the European Central Bank). “Guaranteed Banking Services Agreement” means any Banking Services Agreement that is entered into by and between any Loan Party or any Included Subsidiary and any Banking Services Bank with respect to such Banking Services Agreement. For the avoidance of doubt, a holder of Obligations in respect of Guaranteed Banking Services Agreements shall be subject to the last paragraph of Section 6.2 and Section 7.11. “Guaranteed Party Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit H and consented to by the Borrower. “Guaranteed Swap Agreement” means any Swap Agreement that is entered into by and between any Loan Party or any Included Subsidiary and any Swap Bank with respect to such Swap Agreement. For the avoidance of doubt, a holder of Obligations in respect of Guaranteed Swap Agreements shall be subject to the last paragraph of Section 6.2 and Section 7.11. “Guarantees” means, for any Person, all guarantees, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations of such Person to purchase, to provide funds for payment, to supply funds to invest in any other Person or otherwise to assure a creditor of another Person against loss. Guarantees shall not include (a) rent deposit guarantees or cash collateralized lease deposits to the extent that all of the foregoing do not exceed $35,000,000 in the aggregate and (b) any L/C Obligations. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. “Guarantors” means (a) UL, (b) with respect to (i) Obligations under any Guaranteed Swap Agreement and (ii) Obligations under any Guaranteed Banking Services Agreement, the Borrower, and (c) “Guarantor” means any of them. “Guaranty” means the guaranty substantially in the form of Exhibit E issued by the Guarantors. “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, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. “Immaterial Subsidiary” means any Subsidiary of the Borrower (other than UL) with (a) assets not in excess of 2.5% of Consolidated Total Assets as of the last day of the most recently completed fiscal quarter or (b) revenues not in excess of 2.5% of the consolidated total revenues of the Borrower and its
![slide34](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101034.jpg)
15 13625811v6 Subsidiaries for the four quarter period ending on the last day of the most recently completed fiscal quarter; provided, that all Immaterial Subsidiaries in the aggregate shall not have (i) assets in excess of 15% of Consolidated Total Assets of the last day of the most recently completed fiscal quarter or (ii) revenues in excess of 15% of consolidated total revenues of the Borrower and its Subsidiaries for the four quarter period ending on the last day of the most recently completed fiscal quarter. “Included Subsidiary” means any Subsidiary of the Borrower (other than a Loan Party) that enters into a Banking Services Agreement with a Banking Services Bank or a Swap Agreement with a Swap Bank so long as (i) the Borrower acknowledges in writing that such Subsidiary should be an Included Subsidiary under this Agreement and (ii) unless such Banking Services Bank or Swap Bank is the Administrative Agent or an Affiliate thereof, the Banking Services Bank or Swap Bank, as applicable, shall have delivered to the Administrative Agent a Guaranteed Party Designation Notice. “Indebtedness” means for any Person (without duplication) (i) all indebtedness for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations for the deferred purchase price of Property or services (other than trade accounts payable arising in the ordinary course of business), (iv) all obligations secured by any Lien upon Property of such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, (v) obligations of such Person with respect to Capital Leases, (vi) all direct or contingent obligations of such Person to reimburse any bank or any other Person in respect of amounts paid under a letter of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds or any other similar instrument, (vii) net obligations of such Person under any Swap Agreement with an initial maturity in excess of eighteen (18) months (excluding, however, any Swap Agreement entered into by such Person to hedge against the risk of interest rate fluctuations) and (viii) all Guarantees of any Indebtedness described in clauses (i) through (vii) of this definition. “Interest Election Request” means a notice of (a) a conversion of Loans from one Type to the other, or (b) a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, pursuant to Section 2.2(a) which shall be substantially in the form of Exhibit B or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. “Interest Payment Date” means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Term SOFR Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made; (c) as to any Alternative Currency Daily Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made and (d) as to any Alternative Currency Term Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for an Alternative Currency Term Rate Loan exceeds three months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall be Interest Payment Dates. “Interest Period” means as to each Term SOFR Loan and each Alternative Currency Term Rate Loan, the period commencing on the date such Term SOFR Loan or Alternative Currency Term Rate Loan is disbursed or converted to or continued as a Term SOFR Loan or an Alternative Currency Term Rate Loan, as applicable, and ending on the date one, three or six months thereafter (in each case, subject to
![slide35](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101035.jpg)
16 13625811v6 availability for the interest rate applicable to the relevant currency), as selected by the Borrower in its Borrowing Request or Interest Election Request; 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 Term SOFR Loan or an Alternative Currency Term Rate 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 Term SOFR Loan or an Alternative Currency Term Rate Loan, as applicable, 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 of the Facility under which such Loan was made. “Investment” means, with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, by means of any of the following: (a) the purchase or other acquisition of any Capital Stock in another Person, (b) a loan, advance (but excluding advance payments and deposits for goods and services and commission, travel and similar advances to officers, employees, consultants and independent contractors, in each case, made in the ordinary course of business) or extension of credit to (but excluding payment deferrals, trade receivables and non-cash extensions of credit, in each case, in the ordinary course of business), capital contribution to, Guarantee with respect to Indebtedness of, or payment, purchase or other acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute the business or a division or operating unit of another Person. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in this Agreement or a Related Document, (i) the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, or write-ups, write-downs or write-offs with respect to such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto (but only to the extent that the aggregate amount of all such returns, distributions and repayments with respect to such Investment does not exceed the principal amount of such Investment) and (ii) any modification, replacement, renewal or extension of an Investment made after the Effective Date (or any other conversion or exchange of one type of an Investment to or for another type of an Investment) shall be permitted (and shall not be deemed to constitute another Investment) so long as the initial Investment was permitted and the amount of such Investment (after giving effect to such modification, replacement, renewal, extension, conversion or exchange) is not increased thereby other than as otherwise permitted by Section 5.5 (including, without limitation, by using the unused portion of any baskets set forth in Section 5.5). “Investment Policy” means the investment policy of the Borrower or any other Loan Party delivered pursuant to Section 3.1 hereof or Section 5.3 hereof. “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).
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17 13625811v6 “Issuer Documents” means with respect to any Letter of Credit, the L/C Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower or in favor of the L/C Issuer and relating to any such Letter of Credit. “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. “L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share. All L/C Advances shall be denominated in Dollars. “L/C 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. “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 Borrowing. All L/C Borrowings shall be denominated in Dollars. “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 Expiration Date” means the stated expiry date of a Letter of Credit which day shall be twelve (12) months or less after the Maturity Date or the earlier date the Letter of Credit expires in accordance with its terms (or, if such day is not a Business Day, the next preceding Business Day). “L/C Fee” has the meaning specified in Section 2.3(h). “L/C Issuer” means, Bank of America in its capacity as issuer of Letters of Credit hereunder, together with any replacement issuing bank arising under Section 7.6. “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. 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 1.8. 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. “L/C Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $25,000,000 and (b) the Revolving Facility. The L/C Sublimit is part of, and not in addition to, the Revolving Facility. “Lender” means each of the Persons identified as a “Lender” on the signature pages hereto, each Person that becomes a “Lender” in accordance with this Agreement and their respective successors and assigns. “Lender Notice Date” has the meaning specified in Section 2.17(b).
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18 13625811v6 “Lender Party” has the meaning specified in each Guaranty. “Lender Recipient Party” means collectively, the Lenders and the L/C Issuer. “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 Person or any domestic or foreign branch of such Person or such affiliate. “Letter of Credit” means any letter of credit or bank guarantee issued by the L/C Issuer hereunder for the purpose of providing credit support, and shall include the Existing Letters of Credit. All references in this Agreement to account party, beneficiary, reimbursements, draws and similar terms used with respect to any letter of credit constituting a Letter of Credit shall be interpreted in a similar manner as determined by the L/C Issuer when used with respect to any bank guarantee acceptable to the L/C Issuer constituting a Letter of Credit. Letters of Credit may be issued in Dollars or in an Alternative Currency. “Lien” means any mortgage, lien, security interest, pledge, charge or encumbrance of any kind in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement. “Loan” means an extension of credit by a Lender to the Borrower under Article 2 in the form of a Term Loan or a Revolving Loan. “Loan Parties” means the Borrower and the Guarantors, and “Loan Party” means any of them. “Material Adverse Effect” means a material adverse effect on (a) the operations, business, assets, property, liabilities (actual or contingent) or financial condition of the Loan Parties taken as a whole or (b) the validity or enforceability against any Loan Party of this Agreement or any and all other Related Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder. “Maturity Date” means January 11, 2027. “Minimum Collateral Amount” means, at any time, (i) 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 105% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(j), (a)(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (iii) otherwise, an amount determined by the Administrative Agent and the L/C Issuer and (if Lenders other than the L/C Issuer will have continuing participation obligations with respect to Letters of Credit after the date on which such cash or other deposit account balances are required to be delivered or established) the Required Lenders in their sole discretion. “Multiemployer Plan” means any “multiemployer plan” as defined in Section 4001(a)(3) of ERISA with respect to which Borrower or any ERISA Affiliate is or has been during the preceding five plan years a contributing employer or has any liability, whether fixed or contingent. “Net Leverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a) the difference of (i) Funded Indebtedness as of such day minus (ii) unrestricted cash of the Borrower and its Subsidiaries in an amount not to exceed $250,000,000 to (b) EBITDA for the period of four fiscal quarters ended on such day.
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19 13625811v6 “Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 8.7 and (b) has been approved by the Required Lenders. “Non-Extending Lender” has the meaning specified in Section 2.17(b). “Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit I or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. “Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Related Document or otherwise with respect to any Loan or Letter of Credit, (b) all obligations of any Loan Party or any Included Subsidiary owing to a Banking Services Bank or a Swap Bank in respect of Guaranteed Banking Services Agreements or Guaranteed Swap Agreements, in each case identified in clauses (a) and (b), 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, however, that the “Obligations” of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party. “OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury. “Other Connection Taxes” means, with respect to any Recipient, taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such tax, levy, impost, deduction, charge or withholding (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 Related Document, or sold or assigned an interest in any Commitment, Loan, Letter of Credit or Bank Note). “Outstanding Amount” means: (a) with respect to Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date; and (b) with respect to L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension under Section 2.5 occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any such Letter of Credit or any reduction in the maximum amount available for drawing under any such Letter of Credit taking effect on such date. For purposes of the foregoing, the principal amount of each Alternative Currency Loan shall be deemed to be the Dollar Equivalent amount thereof as of the most recent Revaluation Date. “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, 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.
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20 13625811v6 “Participant” means any entity to which a Lender has granted a participation as provided in Section 8.9 hereof. “Participating Member State” means any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union. “PBGC” means the Pension Benefit Guaranty Corporation, and its successors and assigns. “Permitted Acquisition” means an Acquisition permitted under Section 5.5(b). “Permitted Encumbrances” mean (a) Liens for taxes, assessments or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP; (b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen, landlords, depository banks, and other similar Liens imposed by law), and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services, that do not in the aggregate materially detract from the value of the Property or materially impair the use thereof in the operation of any Loan Party’s business and, in each case, for which it maintains adequate reserves in accordance with GAAP; (c) attachments, appeal bonds, judgments and other similar Liens not constituting an Event of Default arising in connection with court proceedings; (d) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of any Loan Party; (e) Liens that constitute purchase money security interests or another security interest in any property securing Indebtedness incurred for the purpose of financing (including through a Capital Lease) all or any part of the cost of acquiring or leasing such property in an aggregate outstanding amount not to exceed at any time $300,000,000, provided that any such Lien attaches to such property within ninety (90) days of the acquisition thereof and attaches solely to the property so acquired; (f) Liens arising under any Related Document; (g) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (h) Liens on cash collateral or other deposits securing obligations in respect of letters of credit issued in the ordinary course of business or consistent with past practice or industry practice; (i) Liens existing on the Effective Date and set forth on Schedule 5.14; provided that no such Lien shall at any time be extended to cover property other than the property subject thereto on the Effective Date; provided, however, that Liens on new property which are in replacement of Liens on previously owned property to the extent such new property is acquired through like-kind exchanges or similar substitutions shall be permitted hereunder; (j) Liens with respect to any accounts and related rights and assets subject to purchase pursuant to any Permitted Securitization Transaction; (k) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property) and (l) other Liens in addition to those permitted by the foregoing clauses in an aggregate outstanding amount not to exceed at any time $300,000,000. “Permitted Securitization Transaction” means any transaction or series of transactions designated in writing by the Borrower to the Administrative Agent to be a “Permitted Securitization Transaction” which is entered into by a Loan Party pursuant to which any Loan Party may sell, convey or otherwise transfer to any other Person, or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of such Loan Party, and any assets related thereto, including all collateral
![slide40](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101040.jpg)
21 13625811v6 securing such accounts receivable, all contracts and all Guarantees or other obligations in respect of such accounts receivable, and proceeds of such accounts receivable and other assets that are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization transactions involving accounts receivable. “Person” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. “Plan” means, with respect to a Loan Party at any time, an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained by a member of the Controlled Group for employees of a member of the Controlled Group of which such Loan Party is a part, (ii) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group of which such Loan Party is a part is then making or accruing an obligation to make contributions or has within the preceding five (5) plan years made contributions, or (iii) under which a member of the Controlled Group of which such Loan Party is a part has any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five (5) years or by reason of being deemed a contributing sponsor under Section 4069 of ERISA. “Potential Default” means an event or condition which, but for the lapse of time or the giving of notice, or both, would constitute an Event of Default. “Pro Rata Share” 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 Effective Date, such Term Lender’s Term Commitment at such time and (ii) thereafter, the outstanding principal amount of such Term Lender’s Term Loans at such time, and (b) in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.15. If the Commitment of all of the Lenders to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 6.2, or if the Commitments have expired, then the Pro Rata Share of each Lender in respect of the applicable Facility shall be determined based on the Pro Rata Share of such Lender in respect of such Facility most recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. The Pro Rata Share of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2 or in the Assignment and Assumption or other agreement pursuant to which such Lender becomes a party hereto, as applicable. “Property” means any and all rights, titles and interests in and to any and all property, whether real or personal, tangible (including cash) or intangible, wherever situated and whether now owned or hereafter acquired. “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. “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). “Qualified Acquisition” means an Acquisition by the Borrower or any of its Subsidiaries for which the aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate
![slide41](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101041.jpg)
22 13625811v6 by the Borrower of the maximum amount of any deferred purchase price obligations (including any earn out payments) and Capital Stock) exceeds $100,000,000; provided, that, for any Acquisition to qualify as a “Qualified Acquisition”, the Borrower shall have notified the Administrative Agent, prior to the end of the fiscal quarter in which such Acquisition was consummated, that such Acquisition constitutes a “Qualified Acquisition”. “Rate Determination Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent). “Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any L/C Issuer, as applicable. “Related Documents” means this Agreement, each Bank Note, the Guaranty, the Fee Letter, the First Amendment and the Issuer Documents. “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates. “Relevant Governmental Body” means (a) with respect to Loans denominated in Dollars, the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve Systems or the Federal Reserve Bank of New York, or any successor thereto, (b) with respect to Loans denominated in Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, (c) with respect to Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, (d) with respect to Loans denominated in Yen, the Bank of Japan, or a committee officially endorsed or convened by the Bank of Japan or, in each case, any successor thereto, and (e) with respect to Loans denominated in any other Agreed Currency, (i) the central bank for the currency in which such Loan is denominated or any central bank or other supervisor which is responsible for supervising either (x) such Successor Rate or (y) the administrator of such Successor Rate or (ii) any working group or committee officially endorsed or convened by (w) the central bank for the currency in which such Successor Rate is denominated, (x) any central bank or other supervisor that is responsible for supervising either (A) such Successor Rate or (B) the administrator of such Successor Rate, (y) a group of those central banks or other supervisors or (z) the Financial Stability Board or any part thereof. “Relevant Rate” means with respect to any Credit Extension denominated in (a) Dollars, Term SOFR, (b) Xxxxxxxx, XXXXX, (c) Euros, XXXXXXX, and (d) Japanese Xxx, XXXXX, as applicable. “Required Lenders” means, at any time, Lenders having Total Credit Exposure representing more than 50% of the Total Credit Exposure of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that the amount of any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the L/C Issuer in making such determination. “Rescindable Amount” has the meaning as defined in Section 2.8(c).
![slide42](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101042.jpg)
23 13625811v6 “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. “Responsible Officer” of any Person means the chief executive officer, president, chief financial officer, general counsel, director, manager or treasurer of such Person and, solely for purposes of notices given pursuant to Article Two, any other officer or employee of such Person so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person. To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and appropriate authorization documentation, in form and substance reasonably satisfactory to the Administrative Agent. “Revaluation Date” means (a) with respect to any Loan denominated in an Alternative Currency, each of the following: (i) each date of a Borrowing of an Alternative Currency Loan, (ii) each date of a continuation of an Alternative Currency Term Rate Loan pursuant to Section 2.2, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit denominated in an Alternative Currency, each of the following: (i) each date of issuance, amendment and/or extension of a Letter of Credit denominated in an Alternative Currency, (ii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (iii) in the case of all Existing Letters of Credit denominated in Alternative Currencies, the Closing Date, and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require. “Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Term SOFR Loans or Alternative Currency Term Rate Loans, in each case, having the same Interest Period made by each of the Revolving Lenders pursuant to Section 2.1(b). “Revolving Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.1(b), and (b) purchase participations in L/C Obligations, 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 under the caption “Revolving 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 Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Xxxxxx’s participation in L/C Obligations at such time. “Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time. “Revolving Lender” means, at any time, (a) so long as any Revolving Commitment is in effect, any Lender that has a Revolving Commitment at such time or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation in L/C Obligations at such time. “Revolving Loan” has the meaning specified in Section 2.1(b).
![slide43](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101043.jpg)
24 13625811v6 “Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency. “Sanction(s)” means any sanction administered or enforced by the United States Government (including OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority. “Scheduled Relevant Rate Unavailability Date” has the meaning specified in Section 1.12(c). “Scheduled Term SOFR Unavailability Date” has the meaning specified in Section 1.12(b). “Senior Notes” means the notes issued by UL Solutions pursuant to the Senior Notes Indenture. “Senior Notes Guaranty” means the guaranty by UL of the Senior Notes pursuant to the Senior Notes Indenture. “Senior Notes Indenture” means that certain Indenture dated as of October 20, 2023 by and among UL Solutions, as issuer, UL, as guarantor and Computershare Trust Company, N.A., as trustee, as supplemented pursuant to the First Supplemental Indenture dated as of October 20, 2023 and as may be further amended, supplemented or otherwise modified from time to time. “SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator). “SOFR Adjustment” means 0.10%. “SOFR Successor Rate” has the meaning specified in Section 1.12(b). “XXXXX” means, with respect to any applicable determination date, the Sterling Overnight Index Average Reference Rate published on the fifth Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time); provided, however, that if such determination date is not a Business Day, XXXXX means such rate that applied on the first Business Day immediately prior thereto. “XXXXX Xxxxxxxxxx” means, with respect to XXXXX, 0.1193% (11.93 basis points) per annum. “Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe. “Sterling” and “£” mean the lawful currency of the United Kingdom. “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries,
![slide44](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101044.jpg)
25 13625811v6 or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. “Successor Rate” means a SOFR Successor Rate or Successor Relevant Rate, as the context may require. “Successor Relevant Rate” has the meaning specified in Section 1.12(c). “Supported QFC” has the meaning specified in Section 8.27. “Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions. A call or put option with no future obligation of the part of any Loan Party or any Subsidiary shall not be a Swap Agreement hereunder. “Swap Bank” means any Person that (i) at the time it enters into a Swap Agreement, is a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, (ii) in the case of any Swap Agreement in effect on or prior to the Effective Date, is, as of the Effective Date or within thirty (30) days thereafter, a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent and a party to a Swap Agreement or (iii) within thirty (30) days after the time it enters into the applicable Swap Agreement, becomes a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, in each case, in its capacity as a party to such Swap Agreement; provided, in the case of a Guaranteed Swap Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Swap Bank only through the stated termination date (without extension or renewal) of such Guaranteed Swap Agreement. “Swap Obligation” means with respect to any Loan Party or Included Subsidiary any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. “T2” means the real time gross settlement system operated by the Eurosystem, or any successor system. “TARGET Day” means any day on which T2 is open for the settlement of payments in Euro. “Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period, made by each of the Term Lenders pursuant to Section 2.1(a). “Term Commitment” means, as to each Term Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.1(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender’s name on Schedule 2 under the caption “Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Term Commitment of all of the Term Lenders on the Effective Date shall be $500,000,000.
![slide45](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101045.jpg)
26 13625811v6 “Term Facility” means, at any time, (a) on or prior to the Effective Date, the aggregate amount of the Term Commitments at such time and (b) thereafter, the aggregate principal amount of the Term Loans of all Term Lenders outstanding at such time. “Term Lender” means (a) at any time on or prior to the Effective Date, any Lender that has a Term Commitment at such time and (b) at any time after the Effective Date, any Lender that holds Term Loans at such time. “Term Loan” means an advance made by any Term Lender under the Term Facility. “Term SOFR” means: (a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period; and (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to such date with a term of one month commencing that day; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such term; provided that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, the Term SOFR shall be deemed zero for purposes of this Agreement. “Term SOFR Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR. “Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time). “Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Exposure and Outstanding Amount of all Term Loans of such Lender at such time. “Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations. “Transactions” means the execution, delivery and performance by the Loan Parties of the Related Documents, the borrowing of Loans, the issuance of Letters of Credit, the guarantee of the Obligations and the use of the proceeds of the Loans. “Type” means, as to any Loan, its character as a Base Rate Loan, an Alternative Currency Daily Rate Loan, an Alternative Currency Term Rate Loan or a Term SOFR Loan.
![slide46](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101046.jpg)
27 13625811v6 “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 form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. “UL” has the meaning specified in the Preamble. “Unfunded Vested Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (i) the present value of all vested nonforfeitable accrued benefits under such Plan (based on those assumptions used to fund such Plan) exceeds (ii) the fair market value of all assets of such Plan allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or such Plan under Title IV of ERISA. “Unreimbursed Amount” has the meaning specified in Section 2.3(c). “U.S. Government Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable. “U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. “Welfare Plan” means a “welfare plan,” as such term is defined in Section 3(1) of ERISA. “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. “Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers. “Yen” means the lawful currency of Japan.
![slide48](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101048.jpg)
29 13625811v6 (a) The Administrative Agent shall determine the Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Related Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent in accordance with this Agreement. (b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an Alternative Currency Loan, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Alternative Currency Loan is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent. (c) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Related Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Related Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Loan Party (or to any other Person who may be entitled thereto under Applicable Law). (d) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement,
![slide53](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101053.jpg)
34 13625811v6 determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined (which determination shall likewise be conclusive absent manifest error), that: (i) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the Applicable Authority or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of Dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR on a representative basis after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “Scheduled Term SOFR Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Term SOFR Unavailability Date, Term SOFR will be replaced hereunder and under any Related Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Related Document (the “SOFR Successor Rate). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis. Notwithstanding anything to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 1.12(b)(i) or (ii) have occurred with respect to the SOFR Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 1.12 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark and, in each case, including any mathematical or other adjustments, if any, to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “SOFR Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and
![slide54](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101054.jpg)
35 13625811v6 the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. (c) Replacement of Relevant Rate or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Related Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined (which determination shall likewise be conclusive absent manifest error), that: (i) adequate and reasonable means do not exist for ascertaining the Relevant Rate (other than Term SOFR or SOFR) for an Agreed Currency (other than Dollars) because none of the tenors of such Relevant Rate (other than Term SOFR or SOFR) under this Agreement is available or published on a current basis, and such circumstances are unlikely to be temporary; or (ii) the Applicable Authority has made a public statement identifying a specific date after which all tenors of the Relevant Rate (other than Term SOFR or SOFR) for an Agreed Currency (other than Dollars) under this Agreement shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of syndicated loans denominated in such Agreed Currency (other than Dollars), or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such representative tenor(s) of the Relevant Rate (other than Term SOFR or SOFR) for such Agreed Currency (other than Dollars) (the latest date on which all tenors of the Relevant Rate for such Agreed Currency (other than Dollars) under this Agreement are no longer representative or available permanently or indefinitely, the “Scheduled Relevant Rate Unavailability Date”); or if the events or circumstances of the type described in Section 1.12(c)(i) or (ii) have occurred with respect to the Successor Relevant Rate then in effect, then, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing the Relevant Rate for an Agreed Currency or any then current Successor Relevant Rate for an Agreed Currency in accordance with this Section 1.12 with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such alternative benchmarks, and, in each case, including any mathematical or other adjustments, if any, to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such benchmarks (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Successor Relevant Rate”, and collectively with the SOFR Successor Rate, each a “Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. (d) Successor Rate. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent,
![slide56](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101056.jpg)
37 13625811v6 such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two (2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of a Term SOFR Loan to a Base Rate Loan, (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of an Alternative Currency Loan or continuation of an Alternative Currency Term Rate Loan and (iii) on the requested date of any borrowing of or conversion to a Base Rate Loan. (b) Each Borrowing of, conversion to or continuation of a Term SOFR Loan and each Borrowing of, conversion or continuation of an Alternative Currency Loan shall be in a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof. Except as provided in Section 2.3(c), each borrowing of or conversion to a Base Rate Loan shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Borrowing Request or Interest Election Request shall specify (i) the applicable Facility and whether the Borrower is requesting the making of a Loan, a conversion of a Loan from one Type to the other, or a continuation of a Term SOFR Loan or Alternative Currency Loan, as the case may be, under such Facility, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of the Loan to be borrowed, converted or continued, (iv) the Type of Loan to be borrowed or to which an existing Loan is to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) if such Borrowing Request is for an Alternative Currency Loan, the currency of the Loan to be borrowed. If the Borrower fails to specify a currency in a Borrowing Request, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Borrowing Request or fails to give a timely notice requesting a conversion or continuation in an Interest Election Request, then the applicable Loan shall be made as, or converted to, a Base Rate Loan; provided that in the case of a failure to timely request a continuation of Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one (1) month. If the Borrower requests a Borrowing of, conversion to, or continuation of Alternative Currency Term Rate Loans in any such Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Any automatic conversion to a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loan or Alternative Currency Rate Term Loan. If the Borrower requests the making of, conversion to, or continuation of a Term SOFR Loan in any such Borrowing Request or Interest Election Request, as applicable, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. No Alternative Currency Loan may be converted into or continued as an Alternative Currency Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. (c) Following receipt of a Borrowing Request, the Administrative Agent shall promptly notify each Lender of the amount and currency of its Pro Rata Share under such Facility of the applicable Borrowing, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of an Alternative Currency Term Rate Loan, in each case as described in the preceding subsection. Each Lender shall make its Pro Rata Share of the requested Borrowing available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 2:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the
![slide58](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101058.jpg)
39 13625811v6 Subsidiary thereof, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitment, (x) the Outstanding Amount of the L/C Obligations shall not exceed the lesser of the Aggregate Revolving Commitment and the L/C Sublimit, and (y) no Lender’s Revolving Exposure shall exceed such Xxxxxx’s Revolving Commitment. 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. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the date hereof shall be subject to and governed by the terms and conditions hereof. (ii) the L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) the expiry date of such requested Letter of Credit would occur more than three (3) years after the date of issuance of such Letter of Credit; (B) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the end of the Availability Period; (C) 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 such 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 such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such 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 Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the L/C Issuer in good xxxxx xxxxx material to it; (D) the issuance of such Letter of Credit would violate any applicable Law, rule, policy or guideline promulgated by any applicable Governmental Authority; (E) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally; (F) such Letter of Credit is in an initial stated amount less than $5,000; (G) if such Letter of Credit is to be a commercial letter of credit, the L/C Issuer has agreed to issue such commercial letter of credit;
![slide59](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101059.jpg)
40 13625811v6 (H) such Letter of Credit is to be denominated in a currency other than an Agreed Currency; (I) any 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 Defaulting Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(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; or (J) unless specifically provided for in this Agreement, such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iii) the L/C Issuer shall not be under any obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (iv) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit 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 7 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued 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 7 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. (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 an L/C Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such L/C Application may be sent by fax transmission, 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 L/C Application must be received by the L/C Issuer not later than 3:00 p.m. at least two (2) Business Days (or such later date and time as the L/C Issuer may agree in writing on a particular instance in its 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 L/C Application shall specify in form and detail reasonably 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 (and in the absence of specification of currency, shall be deemed a request for a Letter of Credit denominated in Dollars); (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 Letter of Credit and (H) such other matters as the L/C Issuer may reasonably require. In the case
![slide60](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101060.jpg)
41 13625811v6 of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably 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 L/C 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 L/C 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 Lender, the Administrative Agent, the Borrower or UL, at least one (1) 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 3 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 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 Xxxxxx’s Pro Rata Share times the amount of such Letter of Credit. (iii) If the Borrower so requests in any applicable L/C Application, the L/C Issuer may, in its sole discretion, agree to 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 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 L/C Expiration Date; provided 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 2.3(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 (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender, the Borrower or UL that one or more of the applicable conditions specified in Section 3.2 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
![slide61](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101061.jpg)
42 13625811v6 L/C Issuer will also deliver to the Borrower 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 the L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse the L/C Issuer in Dollars. In the case of any such 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 noon on the date of any payment by the L/C Issuer under a Letter of Credit or, if the L/C Issuer’s notice to the Borrower is provided after 10:00 a.m. on the date of such payment, then noon on the day immediately following the date of such payment (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 2.3(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 its 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 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 Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a 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 2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 3.2 (other than the delivery of a Borrowing Request). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.3(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 Lender shall upon any notice pursuant to Section 2.3(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 in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent (or, if such notice is not delivered by the Administrative Agent prior to 11:00 a.m. on the Business Day specified in such notice, such Lender shall make such amount so available not later than 1:00 p.m. on the immediately succeeding Business Day), whereupon, subject to the
![slide62](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101062.jpg)
43 13625811v6 provisions of Section 2.3(c)(iii), each 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. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Xxxxxx’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit at each time such Xxxxxx's Commitment is amended pursuant to the operation of Section 2.6, as a result of an assignment in accordance with Section 8.9 or otherwise pursuant to this Agreement. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 3.2 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 applicable Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.3(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 2.3. (iv) Until each Lender funds its Loan or L/C Advance pursuant to this Section 2.3(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Xxxxxx’s Pro Rata Share of such amount shall be solely for the account of the L/C Issuer. (v) Each Lender’s obligation to make Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.3(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 L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of an Event of Default or Potential Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Loans pursuant to this Section 2.3(c) is subject to the conditions set forth in Section 3.2 (other than delivery by the Borrower of a Borrowing Request). 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 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 2.3(c) by the time specified in Section 2.3(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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate
![slide63](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101063.jpg)
44 13625811v6 of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (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 Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.3(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 Pro Rata Share 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 2.3(c)(i) is required to be returned under any of the circumstances described in Section 8.22 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Pro Rata Share 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 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 issued for its account (or its Subsidiary’s account) 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 Related Document; (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 even if such Letter of Credit requires that demand be in the form of a draft;
![slide64](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101064.jpg)
45 13625811v6 (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, judicial manager, 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. 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 and the Lenders unless such notice is given within five (5) days of issuance of the Letter of Credit; provided that reimbursement by the Borrower of a drawing under such Letter of Credit shall not relieve the L/C Issuer of any liability resulting from the L/C Issuer’s gross negligence or willful misconduct. (f) Role of Letter of Credit 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 Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit issued for its account (or its Subsidiary’s account); provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. 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 or responsible for any of the matters described in clauses (i) through (ix) of Section 2.3(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves in a final non-appealable court judgment were caused by the L/C Issuer’s willful misconduct or gross
![slide65](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101065.jpg)
46 13625811v6 negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (g) Applicability of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP at the time of issuance shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required under any Law, order, or practice that is required to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such Law or practice. (h) L/C Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance, subject to Section 2.15, with their respective Pro Rata Shares an L/C fee (the “L/C Fee”) for each Letter of Credit issued for its account (or its Subsidiary’s account) equal to 1.25% per annum times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.8. L/C Fees shall be (i) computed on a quarterly basis in arrears on the basis of a year of 360 days for the actual number of days elapsed (including the first day but excluding the last day) and (ii) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all L/C Fees shall accrue at the Default Rate. (i) Fronting Fee and Documentary and Processing, Charges. The Borrower shall pay the L/C Issuer, for its own account, a fronting fee (i) with respect to each Letter of Credit issued for its account (or its Subsidiary’s account) equal to 0.125% of the amount of such Letter of Credit, and payable upon the issuance thereof, and (ii) with respect to any amendment of a Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and the L/C Issuer, computed on the amount of such increase, and payable upon the effectiveness of such amendment. In addition, the Borrower shall pay the L/C Issuer the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges of the L/C Issuer relating to letters of credit as from time to time in effect. Such individual customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
![slide68](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101068.jpg)
49 13625811v6 (vii) the Administrative Agent shall have received: (A) a certificate of each Loan Party dated as of the effective date of such Incremental Facility signed by a Responsible Officer of such Loan Party (1) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Incremental Facility, and (2) certifying that, before and after giving effect to such Incremental Facility, (x) the representations and warranties contained in Article Four or any other Related Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Incremental Facility, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified by materiality or Material Adverse Effect, in all respects as drafted) as of such earlier date, and (y) no Event of Default or Potential Default exists; (B) customary opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (including each Person providing an Incremental Facility Commitment), dated as of the effective date of such Incremental Facility; and (C) such other documents and certificates it may reasonably request relating to the necessary authority for such Incremental Facility and the validity of such Incremental Facility, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (viii) in the case of an Incremental Revolving Increase: (A) the terms and conditions (including interest rate, interest rate margins, fees (other than arrangement, structuring, underwriting and similar fees not paid generally to all Lenders under such Incremental Revolving Increase), prepayment terms and final maturity) of such Incremental Revolving Increase shall be the same as the terms applicable to the Aggregate Revolving Commitments hereunder; (B) Schedule 2 shall be deemed revised to include any increase in the Aggregate Revolving Commitments pursuant to this Section 2.6 and to include thereon any Person that becomes a Lender with a Revolving Commitment pursuant to this Section 2.6; and (C) on the effective date of such Incremental Revolving Increase, the existing Lenders with Revolving Commitments shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 8.9(b)) of the outstanding Revolving Loans and participation interests in Letters of Credit to the Lenders providing such Incremental Revolving Increase, and the Administrative Agent may make such adjustments to the Register as are necessary, so that after giving effect to such Incremental Revolving Increase and such assignments and adjustments, each Revolving Lender (including the Lenders
![slide69](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101069.jpg)
50 13625811v6 providing such Incremental Revolving Increase) will hold its Pro Rata Share of outstanding Revolving Loans and participation interests in Letters of Credit; and (ix) in the case of an Incremental Term Facility: (A) the interest rate, interest rate floors, interest rate margins, fees, discount, prepayment premiums, mandatory prepayments, amortization and final maturity date for such Incremental Term Facility shall be as agreed by the Borrower and the Lenders providing such Incremental Term Facility; provided that: (1) the final maturity of such Incremental Term Facility shall not be earlier than the later of (x) the Maturity Date and (y) the final maturity of any other Incremental Term Facility; (2) the weighted average life to maturity of such Incremental Term Facility shall not be less than the remaining weighted average life to maturity of the Term Loans or any other Incremental Term Facility (in each case, as determined by the Administrative Agent in accordance with customary financial practice); and (3) unless approved by the Administrative Agent, such Incremental Term Facility is on terms and conditions that are not materially more restrictive than the terms and conditions applicable to the Revolving Commitments, the Term Loans and any other Incremental Term Facility hereunder; (B) the proceeds of such Incremental Term Facility shall be used for the purposes described in the definitive documentation for such Incremental Term Facility; (C) Schedule 2 shall be deemed revised to add the commitments and commitment percentages of the Lenders providing the Incremental Term Facility; and (D) such Incremental Term Facility shall share ratably in any prepayments of the Term Loans and any other Incremental Term Facilities pursuant to this Agreement (or otherwise provide for more favorable prepayment treatment for the Term Loans and any then outstanding other Incremental Term Facilities) and shall have ratable voting rights with the Term Loans and any other Incremental Term Facilities (or otherwise provide for more favorable voting rights for the Term Loans and any then outstanding other Incremental Term Facilities). (x) The Incremental Facility Commitments and credit extensions thereunder shall constitute Commitments and Credit Extensions under, and shall be entitled to all the benefits afforded by, this Agreement and the other Related Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees provided with respect to the Obligations. The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Related Documents shall be amended by, such Incremental Facility Amendments to the extent the Administrative Agent and the Borrower deem necessary in order to establish Incremental Facilities on
![slide82](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101082.jpg)
63 13625811v6 date, in which case such representations and warranties shall have been true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of such earlier date; (ii) since December 31, 2020, there shall have occurred no material adverse change in the financial condition of the Borrower and its Subsidiaries taken as a whole, nor shall there have occurred a change in the laws, rules, guidelines or regulations (or the interpretation or administration thereof) applicable to the Loan Parties that materially affects the ability of the Loan Parties to perform their respective obligations hereunder or under any Related Document; and (iii) no Event of Default or Potential Default has occurred and is continuing, or would result from the execution, delivery or performance of this Agreement or any Related Document to which any Loan Party is a party; (f) a copy of resolutions of the Governing Body of each Loan Party and all other necessary corporate approvals, if any, certified as of the Effective Date by a duly authorized officer of such Loan Party, authorizing, among other things, the execution, delivery and performance by such Loan Party of this Agreement and the other Related Documents to which it is a party and which are being executed and delivered as of the Effective Date; (g) true and correct copies of all Governmental Approvals, if any, necessary for the Loan Parties to execute, deliver and perform the Related Documents; (h) evidence that the Loan Parties have received all consents and other approvals from creditors necessary for them to execute, deliver and perform the Related Documents; (i) a certificate of a duly authorized officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other Related Documents to which it is or will be a party; (j) evidence that (A) each Loan Party is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, (B) the Borrower is in good standing in the States of Delaware and Illinois and (C) each other Loan Party is in good standing (to the extent such concept applies) under the laws of its jurisdiction of incorporation or formation; (k) a copy of the Investment Policy of UL Solutions, certified to be true, correct and complete by the chief financial officer or other appropriate financial officer of the Borrower; (l) evidence that the Borrower shall have paid (i) to the Administrative Agent for the account of the Lenders (including Bank of America), the upfront fees set forth in the Fee Letter and (ii) all other fees and other amounts due to the Administrative Agent and the Lenders on or prior to the Effective Date; (m) all Indebtedness owing under the Existing Credit Agreement shall be repaid in full and the commitments thereunder shall be terminated on or prior to the Effective Date; (n) upon the reasonable request of any Lender prior to the date that is at least ten (10) days prior to the Effective Date and to such Lender’s reasonable satisfaction, the documentation and other information so requested in connection with applicable “know your customer” and anti- money-laundering rules and regulations, including, without limitation, the Patriot Act, and any
![slide87](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101087.jpg)
68 13625811v6 or the conduct of its business or affairs requires such qualification, unless in the case of this clause (b) the failure to be so qualified would not cause a Material Adverse Effect. Each Loan Party will maintain all material licenses, permits, intellectual property, franchises and qualifications necessary to the proper conduct of its business and the occupancy and operation of its facilities (except where the failure to do so would not reasonably be expected to have a Material Adverse Effect). Section 5.2 Compliance with Laws. Each Loan Party will comply with any and all provisions of Laws or orders, writs, or rules of any court or Governmental Authority or instrumentality (including ERISA and Environmental Laws) and with all obligations under any agreement to which it is a party or its Property is subject, the non-compliance of which would have a Material Adverse Effect. Section 5.3 Reports. (a) The Borrower will maintain and will cause each Subsidiary to maintain a standard system of accounting in accordance with GAAP applicable to such Person and will furnish to the Administrative Agent and each Lender such information respecting the business and financial condition of the Borrower and its Subsidiaries as the Administrative Agent or any Lender may reasonably request (including unaudited consolidating financials with respect to one or more Subsidiaries (in addition to the unaudited consolidating financials described in clause (i)(A) below) but only to the extent such additional consolidating financials are otherwise available without regard to any request by the Administrative Agent and/or any Lender) and, without any request, will furnish to the Administrative Agent and each Lender: (i) as soon as available, and in any event within sixty (60) days after the close of the first three fiscal quarters (and, in the case of the information described in clause (A)(y) below, the last fiscal quarter) of each fiscal year of the Borrower: (A) a consolidated statement of operations of the Borrower and its consolidated Subsidiaries for such period and a balance sheet and statement of cash flows as of the end of each such quarterly fiscal period for the Borrower and its consolidated Subsidiaries and a consolidating balance sheet of the Borrower, all in reasonable detail showing in comparative form the figures for the corresponding date and period for the previous year, prepared substantially in accordance with GAAP and presented on a consistent basis (but with no end notes and with other differences from GAAP) and certified to by the treasurer or other appropriate financial officer of the Borrower to fairly present the financial condition of the Borrower and its consolidated Subsidiaries (as applicable) for the period covered thereby; (B) a written certificate in the form of Exhibit C hereto signed by the treasurer or other appropriate financial officer of the Borrower to the effect that (i) no Potential Default or Event of Default has occurred during the period covered by such statements or, if any such Potential Default or Event of Default has occurred during such period, setting forth a description of such Potential Default or Event of Default and specifying the action, if any, taken by the Borrower or any other Loan Party to remedy the same, (ii) the financial statements (described in (A) above) attached to the certificate present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of the date of such statements and (iii) the attached computations demonstrate compliance with Section 5.15 hereof for such quarter; and (ii) as soon available, and in any event within one hundred twenty (120) days after the close of each fiscal year of the Borrower:
![slide88](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101088.jpg)
69 13625811v6 (A) a copy of the Investment Policy (if any) of a Loan Party adopted by any and a summary of all changes thereto since the date of delivery of the prior Investment Policy (if any) of such Loan Party; (B) a copy of the consolidated financial statements of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the related consolidated balance sheet and statements of operations and cash flows of the Borrower for such period, and accompanying notes thereto, all prepared in accordance with GAAP and in reasonable detail showing in comparative form the figures for the previous fiscal year, accompanied by an opinion thereon of PricewaterhouseCoopers LLP or of other independent public accountants of recognized national standing, selected by the Borrower (or, if not nationally recognized, such independent public accountants as shall be selected by the Borrower and reasonably acceptable to the Required Lenders); and a written certificate in the form of Exhibit C hereto signed by the treasurer or other appropriate financial officer of the Borrower to the effect that (i) no Potential Default or Event of Default has occurred during the period covered by such statements or, if any such Potential Default or Event of Default has occurred during such period, setting forth a description of such Potential Default or Event of Default and specifying the action, if any, taken by the Borrower or applicable Loan Party to remedy the same, (ii) the financial statements (described above in this paragraph) attached to the certificate present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of the date of such statements and (iii) the attached computations demonstrate compliance with Section 5.15 hereof for such fiscal year; and (b) [reserved]. The Borrower and UL hereby acknowledge that certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower and UL hereby agrees that it will use commercially reasonable efforts to identify that portion of the Loan Party Materials that may be distributed to the Public Lenders and that (w) all such Loan Party Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Loan Party Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the L/C Issuer and the Lenders to treat such Loan Party Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities Laws (provided, however, that to the extent such Loan Party Materials constitute Information, they shall be treated as set forth in Section 8.2); (y) all Loan Party Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and any Affiliate thereof shall be entitled to treat any Loan Party Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Loan Parties shall be under no obligation to mark any Loan Party Materials “PUBLIC.” Section 5.4 Inspection. The Borrower shall permit and shall cause each Subsidiary to permit the Administrative Agent and its agents at any time during normal business hours on reasonable prior written notice (provided that prior notice shall not be required if an Event of Default exists) to inspect its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent
![slide90](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101090.jpg)
71 13625811v6 (xvi) loans and advances to employees in the ordinary course of business (including for travel, entertainment and relocation expenses), (xvii) other investments made in accordance with such Loan Party’s Investment Policy (or, if such Loan Party does not have an Investment Policy, the Borrower’s Investment Policy), (xviii) [reserved], (xix) additional Investments not otherwise permitted pursuant to this Section 5.5(a) not to exceed in the aggregate $300,000,000 (excluding any Investments that have been returned or repaid to the Loan Parties), (xx) Loans owed by any Loan Party to any other Loan Party, and (xxi) additional Investments not otherwise permitted pursuant to this Section 5.5(a) to the extent that (i) both before such Investment, and on a pro forma basis after giving effect thereto, the Loan Parties would be in compliance with the financial covenant set forth in Section 5.15 based on the most recently available quarterly or annual financial statements of the Borrower, and (ii) no Event of Default or Potential Default shall exist at the time of or would result from such Investment. (b) No Loan Party shall, either directly or indirectly, make any Acquisition unless (i) both before such Acquisition, and on a pro forma basis after giving effect thereto, the Loan Parties would be in compliance with the financial covenant set forth in Section 5.15 based on the most recently available quarterly or annual financial statements of the Borrower, (ii) in the case of an Acquisition of a Person whose Capital Stock is publicly listed, such Acquisition has been approved by the Governing Body of such Person, (iii) the Person acquired is in, or assets acquired are for use in, the same or a similar line of business as such Loan Party (or a reasonable extension thereof); and (iv) no Event of Default or Potential Default shall exist at the time of or would result from such Acquisition. Transfers to and other investments in (including intercompany loans and advances) a Subsidiary by a Loan Party to the extent made to fund an Acquisition by such Subsidiary shall be considered an Acquisition by such Loan Party for purposes of this Section 5.5(b) and shall not be subject to the limitations set forth in Section 5.5(a). Section 5.6 Mergers and Transfers. No Loan Party shall, whether in one transaction or a series of related transactions (a) sell, transfer, convey or lease all or substantially all of its assets or (b) enter into a merger, affiliation or combination other than (1) Permitted Acquisitions and (2) a merger, consolidation or combination of a Subsidiary of the Borrower with the Borrower or another Subsidiary of the Borrower or a sale of all or substantially all assets of a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower, so long as, if any such merging or selling Subsidiary is a Guarantor, a Guarantor is the surviving entity or recipient of such sale. Section 5.7 Dividends and Distributions. No Loan Party shall declare or make any dividends and distributions other than (a) dividends payable solely in the same class of Capital Stock of such Person, (b) dividends and distributions payable to the Borrower (directly or indirectly through Subsidiaries) or any Subsidiary, (c) dividends and distributions so long as (i) both before such dividend or distribution, and on a pro forma basis after giving effect thereto, the Loan Parties would be in compliance with the financial covenant set forth in Section 5.15 based on the most recently available quarterly or annual financial statements of the Borrower, and (ii) no Event of Default or Potential Default shall exist at the time of or would result from such dividend or distribution, in each case as of the date on which such dividend or
![slide94](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101094.jpg)
75 13625811v6 (a) any representation or warranty of any Loan Party in this Agreement (or incorporated herein by reference) or in any of the other Related Documents or in any certificate, document, instrument, opinion or financial or other written statement made or delivered pursuant to or in connection with this Agreement or with any of the other Related Documents, shall prove to have been incorrect, incomplete or misleading in any material respect when made or deemed made; (b) [reserved]; (c) the Borrower shall fail to pay any principal of or interest on any Loan or the Bank Note or amounts drawn under any Letter of Credit when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise, and in the case of, interest or other amounts, such failure shall continue unremedied for a period of three (3) Business Days; (d) the Borrower shall fail to pay any fee or any other amount (other than an amount referred to in clause (c) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days; (e) default in the due observance or performance by any applicable Loan Party of (i) any of Sections 5.1, 5.2, 5.3 (other than 5.3(a)(ii)(A) and 5.3(b)), 5.5, 5.6, 5.7, 5.8, 5.11, 5.14, 5.15, and 5.16 or (ii) any other term, covenant or agreement set forth (or incorporated by reference) in this Agreement or any other Related Document and not otherwise covered in this Section 6.1 and the continuation of such default described in this clause (ii) for more than thirty (30) days after the occurrence of such default; (f) (i) this Agreement or any other Related Document or any material provision hereof or thereof shall cease to be valid and binding on any Loan Party party thereto, or (ii) any Loan Party (or any Person acting on behalf of any Loan Party) shall contest this Agreement or any other Related Document or any material provision hereof or thereof, or any Loan Party, or any Person acting on behalf of any Loan Party shall deny that it has any or further liability under this Agreement or any other Related Document to which it is a party; (g) any Loan Party shall (i) have commenced against it any case, proceeding or other action of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, judicial management, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, judicial management, adjustment, winding-up (except a winding-up permitted by Section 5.6), liquidation, dissolution (except a dissolution or liquidation permitted by Section 5.6), composition or other relief with respect to it or its debts that (x) results in an order for such relief or in the appointment of a receiver or similar official or (y) remains undismissed, undischarged or unbonded for a period of sixty (60) or more days, (ii) not pay, will not be able to pay or admit in writing its inability to pay, its debts generally as they become due or suspend payment of its obligations, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, conservator, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, or any other bankruptcy or similar law, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or
![slide95](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101095.jpg)
76 13625811v6 fail to file an answer in such proceeding or other pleading denying the material allegations of any such proceeding filed against it, (vi) fail to contest during a period of sixty (60) or more days any appointment or proceeding described in Section 6.1(h) hereof, or (vii) take any corporate or other action to authorize or consent to any of the actions set forth above in this subsection (g); (h) a custodian, receiver, trustee, conservator, judicial manager, liquidator or similar official shall be appointed for any Loan Party or any substantial part of the Property of any Loan Party, or a proceeding described in Section 6.1(g)(v) shall be instituted against any Loan Party and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of sixty (60) or more days; (i) any Loan Party shall default in any payment of principal of or premium, if any, or interest on any Indebtedness with a principal amount in excess of $25,000,000 or any Loan Party shall fail to perform any agreement, term or condition contained in any agreement, mortgage or other instrument under which any such Indebtedness is created or secured, which results in, or permits the holder thereof to require, such Indebtedness becoming due and payable prior to its maturity, or a moratorium shall take effect by operation of law or have been declared or announced (whether or not in writing) by an Responsible Officer of any Loan Party or with respect to any Indebtedness; (j) a final, non-appealable judgment for the payment of money in excess of an aggregate of an amount equal to $25,000,000 (excluding any amounts covered by insurance for which the insurer has not denied or questioned coverage) shall be rendered against any Loan Party and such judgment or order shall continue unsatisfied and unstayed for a period of sixty (60) or more days; (k) the occurrence of any (i) “reportable event,” as defined in ERISA, which is determined to constitute grounds for termination by the PBGC of any Plan maintained by or on behalf of the Borrower or any ERISA Affiliates thereof or for the appointment by the appropriate United States District Court of a trustee to administer such Plan and such reportable event is not corrected and such determination is not revoked within thirty (30) days after notice thereof has been given to the plan administrator or the Borrower or any ERISA Affiliates thereof, or the institution of proceedings by the PBGC to terminate any such Plan or to appoint a trustee to administer such Plan; or the appointment of a trustee by the appropriate United States District Court to administer any such Plan; or the Borrower or any ERISA Affiliates thereof as employer under a Multiemployer Plan shall have made a complete or partial withdrawal from such Multiemployer Plan, in each case, to the extent that any such event would reasonably be expected to result in liability to the Borrower or an ERISA Affiliate in excess of $25,000,000 or (ii) any circumstance in respect of any Foreign Pension Plan that, in the reasonable opinion of the Required Lenders, would reasonably be expected to result in a Material Adverse Effect; (l) there occurs under any Swap Agreement an Early Termination Date (as defined in such Swap Agreement) resulting from (i) any event of default under such Swap Agreement as to which the Borrower is the Defaulting Party (as defined in such Swap Agreement) or (ii) any Termination Event (as so defined) under such Swap Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the amount owed by the Borrower as a result thereof and not paid (or reserved against in accordance with GAAP to the extent such amount is being contested in good faith or is otherwise unable to be paid pursuant to applicable Law) when due (after giving effect to any applicable grace period) is greater than $25,000,000; (m) dissolution or termination of the existence of any Loan Party; or
![slide100](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101100.jpg)
81 13625811v6 successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Related Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders, the L/C Issuer under any of the Related Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 8.4(e) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Related Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Related Documents, the provisions of this Article and Section 8.7 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Related Documents, including (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (B) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. (d) Any resignation or removal by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as the L/C Issuer. If Bank of America resigns as the L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.3(c). Upon the appointment of any successor L/C Issuer hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of its duties and obligations
![slide104](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101104.jpg)
85 13625811v6 commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on a Lender any other condition regarding this Agreement, any Loan, any Bank Note, any Letter of Credit or any collateral therefor; and, in the sole judgment of the affected Lender, the result of any event referred to in the preceding clause (i), (ii) or (iii) above shall be to increase the cost to such Lender of entering into or maintaining this Agreement, any Loan, any Letter of Credit or with respect to its interest in its Bank Notes (which increase in cost in each case shall be determined by such Xxxxxx’s reasonable allocation of the aggregate of such cost increases resulting from such event) then, not later than thirty (30) days after demand by such Lender, the Borrower shall pay to such Lender from time to time as specified by such Lender, additional amounts which shall be sufficient to compensate such Lender for such increased cost. To the extent not paid when due, such additional amounts shall bear interest at a rate per annum equal to the Default Rate. A certificate as to such increased cost incurred by the affected Lender as a result of any event mentioned in clause (i), (ii) or (iii) above, including a description in reasonable detail of the event or events supporting said certificate, submitted by such Lender to the Borrower, shall be conclusive and binding for all purposes absent manifest error. (b) If, on or after the date hereof, any Change in Law either (A) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and such Lender determines that the amount of such capital is increased by or based upon the existence of this Commitment (or similar contingent obligations), or (B) otherwise reduces or would reduce the rate of return on such Lender’s capital to a level below that which such Lender could have achieved with respect to such Commitment but for such circumstances (taking into account such Xxxxxx’s policies with respect to capital adequacy as in effect at such time) then, upon demand by such Xxxxxx, the Borrower shall, not later than thirty (30) days after demand by such Xxxxxx, pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the issuance or maintenance of such Lender’s commitment. To the extent not paid when due, such additional amounts shall bear interest at a rate per annum equal to the Default Rate. A certificate as to such amounts and describing in reasonable detail the event or events supporting said certificate, submitted to Borrower by such Lender, shall be conclusive and binding for all purposes absent manifest error. (c) To the extent permitted by Law, any and all payments by the Borrower to or for the account of any Recipient hereunder or under any Bank Note, the Letters of Credit or the Loans, shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, withholdings, assessments, fees or other charges and all liabilities with respect thereto, excluding in the case of any Recipient (i) taxes imposed on or measured by the overall net income (however denominated), franchise taxes imposed in lieu of net income taxes, and branch profits taxes of such Recipient, in each case, that are (A) imposed by the jurisdiction (or any political subdivision thereof) under the law of which it is organized or in which its principal office is located, or the case of a Lender, in which its lending office is located or (B) Other Connection Taxes, (ii) 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 (A) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.18) or (B) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 8.1(c) 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, (iii) taxes attributable to the failure of a Recipient to comply with Section 8.2 and (iv) any taxes imposed under FATCA (all such non-excluded taxes, levies, imposts,
![slide105](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101105.jpg)
86 13625811v6 deductions, withholdings, assessments, fees or other charges and liabilities being hereinafter referred to as “Taxes”). If the Borrower or the Administrative Agent shall be required by Law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or with respect to a Bank Note, the Letters of Credit or the Loans then, to the extent permitted by Law, (i) the sum shall be increased as may be necessary so that after making all required withholdings or deductions (including those Taxes payable solely by reason of additional sums payable under this subsection (c)), such Recipient receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (ii) the Borrower or the Administrative Agent, as applicable, shall make such withholdings or deductions; provided, that if such withholding or deduction is required under the Code, the Administrative Agent shall make such withholding or deduction, and (iii) the Borrower or Administrative Agent, as applicable, shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable Law. In addition, to the extent permitted by laws, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or Property taxes, charges or similar levies that arise under the laws of the United States, any state thereof or any jurisdiction from any payment made hereunder or with respect to its Bank Notes or from the execution or delivery or otherwise with respect to this Agreement, the Loans, the Letters of Credit or its Bank Notes, except any such taxes, charges or similar levies that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18) (hereinafter referred to as “Other Taxes”). If the Borrower fails to pay Taxes and/or Other Taxes (including Taxes imposed by any jurisdiction on amounts payable under this subsection (c)), required to be paid by the Borrower pursuant to the preceding two paragraphs in accordance with applicable Law, then the Borrower will, to the extent permitted by Law, indemnify and hold harmless and reimburse any applicable Recipient for the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this subsection (c)) paid by the Recipient or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payments by the Borrower pursuant to this subsection (c) shall be made within thirty (30) days from the date the Recipient makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis therefor. Within thirty (30) days after the date of any payment of Taxes by the Borrower, the Borrower shall furnish to the Administrative Agent (on behalf of each applicable Lender or the L/C Issuer, as applicable) the original or a certified copy of a receipt evidencing payment thereof or other evidence of such payment reasonably satisfactory to the Administrative Agent. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. Any amounts paid by the Borrower to the Administrative Agent or a Lender pursuant to this subsection (c) which are subsequently recovered by the Administrative Agent or such Lender from any taxing agency shall be repaid to the Borrower within thirty (30) days of receipt thereof by the Administrative Agent or such Lender. In addition, if the Administrative Agent or a Lender receives any financial benefit (by tax credit or deduction, or otherwise) as a result of any payment by the Borrower to the Administrative Agent or such Lender pursuant to this subsection (c), an amount equal to such financial benefit (but not to exceed the amount paid by the Borrower to which the benefit relates) shall be repaid to the Borrower within thirty (30) days of the later of (i) the effective date of such benefit or (ii) the date such benefit is determined. This subsection shall not be construed to require the
![slide107](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101107.jpg)
88 13625811v6 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 Related Document, 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; (B) executed copies of IRS Form W-8ECI; (C) 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 K-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 (D) 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 K-2 or Exhibit K-3, IRS Form W-9, 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 K-4 on behalf of each such direct and indirect partner; (iii) 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 about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter 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 (iv) if a payment made to a Lender under any Related 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 may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Xxxxxx has complied with such Xxxxxx’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause
![slide109](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101109.jpg)
90 13625811v6 shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, extension, reinstatement or renewal of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Related Documents, including its rights under this Section 8.5, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, that, in the case of this clause (iii) the Borrower shall not be required to reimburse such fees, charges and disbursements of more than one primary counsel for the Administrative Agent, the L/C Issuer and all of the Lenders, taken as a whole, and to the extent reasonably necessary, one special counsel and one local counsel for the Administrative Agent, the L/C Issuer and all of the Lenders, taken as a whole, in each relevant material jurisdiction unless the representation of one or more Lenders by such counsel would be inappropriate due to the existence of an actual or potential conflict of interest, in which case, the Borrower shall also be required to reimburse such fees, charges and disbursements of one additional counsel as necessary for the Lenders actually affected by such conflict (taken as a whole). (b) Indemnification. The Borrower hereby indemnifies the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against harmless from and against, and agrees to pay on demand, any and all claims, damages, losses, liabilities, costs and expenses whatsoever which any such Person may incur or suffer by reason of or in connection with (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower, or any Subsidiary, or any Environmental Liability related in any way to the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any such Person is a party thereto, including the reasonable and documented fees and expenses of counsel for each Indemnitee with respect thereto (limited to one primary counsel for all Indemnitees taken as a whole and to the extent reasonably necessary, one special counsel and one local counsel for all Indemnitees taken as a whole in each relevant material jurisdiction (and solely in the case of a potential or actual conflict of interest, one additional counsel as necessary for the Indemnitees actually affected by such conflict (taken as a whole))); except, only if, and to the extent that any such claim, damage, loss, liability, cost or expense of such Indemnitee shall be caused by such Person’s own gross negligence or willful misconduct, or a material breach of its obligations under this Agreement, in each case, as determined by a court of competent jurisdiction. Promptly after receipt by an Indemnitee a of notice of the commencement, or threatened commencement, of any action subject to the indemnities contained in this Section, such Indemnitee shall promptly notify the Borrower thereof, provided that failure to give such notice shall not relieve the Borrower from any liability to such Indemnitee hereunder. The obligations of the Borrower under this Section 8.5 shall survive payment of all obligations by the Borrower owed under this Agreement. This Section 8.5 shall not apply to all taxes, levies, imposts, deductions, withholdings, assessments, fees or other charges and all liabilities with respect thereto, other than such taxes, levies, imposts, deductions, withholdings,
![slide112](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101112.jpg)
93 13625811v6 effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the L/C Issuer, the Borrower and the Lenders obligated to make Credit Extensions in Alternative Currencies to amend the definition of “Alternative Currency”, “Alternative Currency Daily Rate” or “Alternative Currency Term Rate” solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 1.6. Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Notwithstanding any provision herein to the contrary the Administrative Agent and the Borrower may amend, modify or supplement this Agreement or any other Related Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes or to extend an existing Lien over additional property, and such amendment shall become effective without any further consent of any other party to such Related Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in any material respect and (ii) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Notwithstanding anything to the contrary herein, no amendment, waiver or consent shall without the prior written consent of each Lender directly affected thereby, (i) modify Section 2.9 or 6.2 or any other provision thereof in a manner that would have the effect of altering the ratable reduction of Commitments, pro rata payments or pro rata sharing of payments otherwise required hereunder, (ii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation or (iii) release, or have the effect of releasing, all or substantially all of the value of the Guarantees of the Obligations. Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent and the Borrower (i) to add one or more additional revolving credit or term loan facilities to this Agreement, in each case subject to the limitations in Section 2.6, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Related Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and the Borrower, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder.
![slide114](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101114.jpg)
95 13625811v6 materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Loan Party Materials”) by posting the Loan Party Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar or another similar electronic system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE ADMINISTRATIVE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE LOAN PARTY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE LOAN PARTY MATERIALS (AS DEFINED BELOW). NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY ADMINISTRATIVE AGENT PARTY IN CONNECTION WITH THE LOAN PARTY MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Administrative Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Loan Party Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the internet; provided that in no event shall any Administrative Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). (d) Change of Address, Etc. The Borrower, the Administrative Agent and the L/C Issuer may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent and the L/C Issuer. In addition, each Xxxxxx agrees to provide the Administrative Agent prompt written notice of any change in such Xxxxxx’s (i) address, contact name, telephone number, facsimile number or electronic mail address to which notices and other communications may be sent or (ii) wire instructions. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Loan Party Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities Laws. (e) Reliance by Administrative Agent, L/C Issuer and Xxxxxxx. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices) purportedly given by or on behalf of the Borrower or UL even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower and UL shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower or UL. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
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98 13625811v6 and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 8.1 and 8.3 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the Borrower, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Bank Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section. (c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Lenders and the L/C Issuer may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by each of the Borrower, the Lenders and the L/C Issuer at any reasonable time and from time to time upon reasonable prior notice. (d) Participations. Any Lender may at any time, with prior written notice to, but without the consent of, the Borrower, UL or the Administrative Agent, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person) or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or L/C Advances) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, UL, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 8.5(b) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 8.7 that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Section 8.1 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section, (it being understood that the documentation required under Section 8.2 shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment
![slide118](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101118.jpg)
99 13625811v6 pursuant to subsection (b) of this Section; provided that such Participant (i) agrees to be subject to the provisions of Section 2.18 as if it were an assignee under subsection (b) of this Section and (ii) shall not be entitled to receive any greater payment under Section 8.1, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.18(b) with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 8.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.9 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Related Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Related Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f. 103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 8.1 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (g) Disqualified Institutions. (A) No assignment or, to the extent the DQ List has been posted on the Platform for all Lenders, participation, shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”) on which the applicable Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment as otherwise contemplated by this Section 8.9, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment). For the avoidance of doubt, with respect to any assignee or participant that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”), (x) such assignee shall not retroactively be disqualified from becoming a Lender or participant and (y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result
![slide119](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101119.jpg)
100 13625811v6 in such assignee no longer being considered a Disqualified Institution. Any assignment in violation of this clause (l)(i) shall not be void, but the other provisions of this clause (l) shall apply. (B) If any assignment is made to any Disqualified Institution without the Borrower’s prior consent in violation of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) terminate any Revolving Credit Commitment of such Disqualified Institution and repay all obligations of the Borrower owing to such Disqualified Institution in connection with such Revolving Commitment, (B) in the case of outstanding Term Loans held by Disqualified Institutions, prepay such Term Loan by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and under the other Related Documents and/or (C) require such Disqualified Institution to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 8.9), all of its interest, rights and obligations under this Agreement and related Related Documents to an Eligible Assignee that shall assume such obligations at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and other the other Related Documents; provided that (i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 8.9(b), (ii) such assignment does not conflict with applicable Laws and (iii) in the case of clause (B), the Borrower shall not use the proceeds from any Loans to prepay Term Loans held by Disqualified Institutions. (C) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Related Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (“Plan of Reorganization”), each Disqualified Institution party hereto hereby agrees (1) not to vote on such Plan of Reorganization, (2) if such Disqualified Institution does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy
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108 13625811v6 Notwithstanding anything in this Section 8.28 to the contrary, (i) any Lender that acts as the L/C Issuer may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 7.6. [signature pages redacted]
![slide128](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101128.jpg)
13625811v6 SCHEDULE 1.1(a) PRICING MATRIX The Applicable Rate and the Applicable Fee Rate, respectively, shall be determined in accordance with the table below and the other provisions of this Schedule 1.1(c). Level I Level II Level III Level IV Level V Net Leverage Ratio: Greater than or equal to 3.50 to 1.0 Less than 3.50 to 1.0 but greater than or equal to 2.50 Less than 2.50 to 1.0 but greater than or equal to 1.50 to 1.00 Less than 1.50 to 1.0 but greater than or equal to 0.50 to 1.00 Less than 0.50 to 1.0 Applicable Rate for Term SOFR Loans and Alternative Currency Loans: 1.500% 1.375% 1.250% 1.125% 1.000% Applicable Rate for Base Rate Loans 0.500% 0.375% 0.250% 0.125% 0.000% Applicable Fee Rate: 0.200% 0.175% 0.150% 0.125% 0.100% Effective on the Effective Date, Level IV shall apply. The applicable Level shall be adjusted on (to the extent necessary) each date after the Effective Date on which the Borrower is required to deliver annual or quarterly financial statements pursuant to Section 5.3(a), in each case based upon the Net Leverage Ratio in effect on the last day of the period covered by such financial statements; provided that if the Borrower fails to deliver such financial statements by the date required by Section 5.3(a), Level I shall apply from the date such financial statements were due to the date such financial statements are delivered.
![slide129](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101129.jpg)
13686633v1 Schedule 1.10 DAY BASIS FOR ALTERNATIVE CURRENCIES Alternative Currency Benchmark Rate Day Basis* British Pound Sterling (GBP) XXXXX 365 Euro (EUR) Euribor 360 Japanese Yen (JPY) XXXXX, XXXXX or XXXX 365 *Use of a 360-day year results in more fees or interest, as applicable, being paid than if computed on a 365- day year.
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EXHIBIT A [FORM OF] BORROWING REQUEST [DATE] Bank of America N.A. 2380 Performance DR Mail Code: TX2-984-03-23 Richardson, TX 75082 Attn: Xxxx Xxxxxx Email: xxxx.xxxxxx@xxxx.xxx Tel: 000-000-0000 Facsimile: 000-000-0000 Re: Borrowing Request This Borrowing Request is being delivered pursuant to Section 2.2 of the Credit Agreement, dated as of January 11, 2022, as amended by that certain First Amendment to Credit Agreement, First Amendment to Guaranty and Borrower Assignment, Assumption and Release dated as of June 28, 2024 (as further supplemented or amended from time to time, the “Credit Agreement”) among UL Solutions Inc. (formerly known as UL Inc.), the Borrower (as defined therein) UL LLC (“UL”), various lenders, JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association, as co-syndication agents, and Bank of America, N.A., as Administrative Agent. All capitalized terms used but not defined herein shall have the meanings specified for such terms in the Credit Agreement. The undersigned hereby irrevocably requests a Borrowing under the Credit Agreement and sets forth below the information required by the Credit Agreement in connection therewith: 1. The aggregate amount of the requested Borrowing is __________________________1 2. The Business Day of the requested Borrowing is __________________________. 3. The requested Borrowing is to be comprised of [Base Rate] [Term SOFR][Alternative Currency Term Rate][Alternative Currency Daily Rate] Loans. 4. The Interest Period(s) with respect to such Borrowing(s) [is] [are __________________]2 5. The currency for the requested Borrowing is: _________________________________. 6. The proceeds shall be transferred to [insert ABA number/account information for deposit account]. 1 Insert an integral multiple of the Dollar Equivalent of $500,000 and not less than the Dollar Equivalent of $1,000,000 for Term SOFR Loans and Alternative Currency Loans and an integral multiple of $100,000 and not less than $500,000 for Base Rate Loans. 2 Insert for Fixed Rate Loans only. Interest Periods may be one, three or six months, in all cases ending not later than the Maturity Date.
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The undersigned hereby certifies that the conditions to such Borrowing set forth in Section 3.2 of the Credit Agreement have been satisfied on the date hereof and will be true on the date of the requested Borrowing. Dated: __________________, 20___ UL SOLUTIONS INC. By: Name: Title:
![slide132](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101132.jpg)
EXHIBIT B [FORM OF] INTEREST ELECTION REQUEST (DATE) Bank of America N.A. 2380 Performance DR Mail Code: TX2-984-03-23 Richardson, TX 75082 Attn: Xxxx Xxxxxx Email: xxxx.xxxxxx@xxxx.xxx Tel: 000-000-0000 Facsimile: 000-000-0000 Re: Interest Election Request This Interest Election Request is being delivered pursuant to Section 2.2 of the Credit Agreement, dated as of January 11, 2022, as amended by that certain First Amendment to Credit Agreement, First Amendment to Guaranty and Borrower Assignment, Assumption and Release dated as of June 28, 2024 (as further supplemented or amended from time to time, the “Credit Agreement”) among UL Solutions Inc. (formerly known as UL Inc.), the Borrower (as defined therein), UL LLC (“UL”), various lenders, JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association, as co-syndication agents, and Bank of America, N.A., as Administrative Agent. All capitalized terms used but not defined herein shall have the meanings specified for such terms in the Credit Agreement. The undersigned hereby irrevocably requests a [conversion] [continuation] of certain Loans under the Credit Agreement and sets forth below the information required by the Credit Agreement in connection therewith: 1. The date of such [conversion] [continuation] is ____________, 20___. 2. The aggregate amount of the Loans to be [converted] [continued] is ___________________3. 3. The Loans are to be [converted into] [continued as] [Term SOFR] [Base Rate] [Alternative Currency Term Rate][Alternative Currency Daily Rate] Loans. 4. [If applicable:] The duration of the Interest Period for the [Term SOFR] [Alternative Currency Term Rate] Loans included in the [converted] [continued] shall be ______ month[s]. 3 Insert an integral multiple of Dollar Equivalent of $500,000 and not less than the Dollar Equivalent of $1,000,000 for Term SOFR Loans and Alternative Currency Loans and an integral multiple of $100,000 and not less than $500,000 for Base Rate Loans.
![slide133](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101133.jpg)
The undersigned hereby certifies that no Potential Default or Event of Default has occurred and is continuing. Dated: __________________, 20___ UL SOLUTIONS INC. By: Name: Title:
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EXHIBIT C [FORM OF] COMPLIANCE CERTIFICATE Check for distribution to public and private side Lenders Ladies and Gentlemen: This Certificate is delivered to you pursuant to the Credit Agreement, dated as of January 11, 2022, as amended by that certain First Amendment to Credit Agreement, First Amendment to Guaranty and Borrower Assignment, Assumption and Release dated as of June 28, 2024 (as further supplemented or amended from time to time, the “Credit Agreement”) among UL Solutions Inc. (formerly known as UL Inc.), the Borrower (as defined therein), UL LLC (“UL”), various lenders, JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association, as co-syndication agents, and Bank of America, N.A., as Administrative Agent. All capitalized terms used but not defined herein shall have the meanings specified for such terms in the Credit Agreement. Pursuant to Section 5.3 of the Credit Agreement, the Parent hereby certifies as follows: 1. [No Potential Default or Event of Default has occurred during the period covered by the attached financial statements] [set forth a description of such Potential Default or Event of Default which has occurred during such period and specify the action, if any, taken by the Parent or any other Loan Party to remedy the same]*; and 2. The [consolidated] [unaudited/audited] financial statements attached hereto as of and for the [quarter/fiscal year] ended _____________, 20_ present fairly in all material respects the consolidated financial position of the Parent and its consolidated Subsidiaries (as applicable) as of such date. 3. Calculations demonstrating compliance with Section 5.15 of the Credit Agreement as of _____________, 20_ are attached hereto. * To be completed if a Potential Default or Event of Default has occurred during such period.
![slide135](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101135.jpg)
In witness whereof the undersigned has caused this Certificate to be executed and delivered this ____ day of ____________, 20__. Dated: __________________, 20___ UL SOLUTIONS INC. By: Name: Title:
![slide136](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101136.jpg)
EXHIBIT D [FORM OF] ADMINISTRATIVE QUESTIONNAIRE [See Attached].
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banker’s lien or any right of attachment and apply any and all balances, credits, deposits (general or special, time or demand, provisional or final), accounts or monies of the undersigned at any time held and other indebtedness at any time owing by such Lender Party or Affiliate with an economic interest in Loans or Letters of Credit to or for the account of such undersigned (irrespective of the currency in which such accounts, monies or indebtedness may be denominated and such Lender or Affiliate with an economic interest in Loans or Letters of Credit is authorized to convert such accounts, monies and indebtedness into United States dollars) against any and all of the payment obligations of such undersigned, whether or not such Lender or Affiliate with an economic interest in Loans or Letters of Credit shall have made any demand for any amount owing to such Lender or Affiliate with an economic interest in Loans or Letters of Credit by such undersigned. By accepting the benefits hereof: each Lender Party agrees to promptly notify the Administrative Agent after any such setoff, exercise or application made by such Lender or its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff, exercise or application. The rights of each Lender Party and its Affiliates with an economic interest in Loans or Letters of Credit under this paragraph are in addition to, in augmentation of, and, except as specifically provided in this paragraph, do not derogate from or impair other rights and remedies (including other rights of setoff) which such Lender Party or Affiliate with an economic interest in Loans or Letters of Credit may have. This Guaranty shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not merely a guaranty of collectability, and shall remain in full force and effect (notwithstanding the dissolution of the undersigned, that at any time or from time to time no Liabilities are outstanding or any other circumstance) until all Commitments have terminated and all Liabilities (other than contingent obligations for which no claim has been made) have been paid in full. The undersigned further agrees that if at any time all or any part of any payment theretofore applied by the Administrative Agent or any other Lender Party to any of the Liabilities is or must be rescinded or returned by the Administrative Agent or such other Lender Party for any reason whatsoever (including the insolvency, bankruptcy or reorganization of the Borrower or any of the undersigned), such Liabilities shall, for purposes of this Guaranty, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Administrative Agent or such other Lender Party, and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such Liabilities, all as though such application by the Administrative Agent or such other Lender Party had not been made. The Administrative Agent or any other Lender Party may, from time to time, at its sole discretion and without notice to the undersigned, take any of the following actions without affecting the obligations of the undersigned hereunder: (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the undersigned, with respect to any of the Liabilities, (c) extend or renew any of the Liabilities for one or more periods (whether or not longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of any of the undersigned hereunder or any obligation of any nature of any other obligor with respect to any of the Liabilities, (d) release any security interest in, or surrender, release or permit any substitution or exchange for, any property securing any Liabilities or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of obligor with respect to any such property, and (e) resort to the undersigned for payment of any of the Liabilities when due, whether or not the Administrative Agent or such other Lender Party shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have proceeded against the undersigned or any other obligor primarily or secondarily obligated with respect to any of the Liabilities.
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By accepting the benefits hereof, each Lender Party agrees that (i) any amount received by such Lender Party (other than the Administrative Agent) under this Guaranty shall be promptly delivered to the Administrative Agent, and (ii) any amount received by the Administrative Agent from whatever source (including any other Lender Party) under this Guaranty shall be promptly applied by it toward the payment of the Liabilities in accordance with the Credit Agreement and, notwithstanding any payment made by or for the account of the undersigned pursuant to this Guaranty, the undersigned shall not exercise any right of subrogation to any right of any Lender Party until such time as this Guaranty shall have been terminated as to the undersigned and the Lender Parties shall have received final payment in cash of the full amount of all Liabilities (other than contingent obligations for which no claim has been made). The undersigned hereby expressly waives: (a) notice of the acceptance by any Lender Party of this Guaranty, (b) notice of the existence or creation or non-payment of any of the Liabilities, (c) presentment, demand, notice of dishonor, protest and all other notices whatsoever and (d) all diligence in collection or protection of or realization upon any Liabilities or any security for or guaranty of any Liabilities. The creation or existence from time to time of additional Liabilities to any Lender Party is hereby authorized, without notice to the undersigned, and shall in no way affect or impair the rights of any Lender Party or the obligations of the undersigned under this Guaranty. Subject to the provisions of the Credit Agreement, any Guaranteed Swap Agreement or any Guaranteed Banking Services Agreement (as applicable), any Lender Party may from time to time, without notice to the undersigned, assign or transfer any of the Liabilities or any interest therein; and, notwithstanding any such assignment or transfer or any subsequent permitted assignment or permitted transfer thereof, such Liabilities shall be and remain Liabilities for purposes of this Guaranty, and every immediate and successive permitted assignee or permitted transferee of any of the Liabilities or of any interest therein shall, to the extent of the interest of such assignee or transferee in the Liabilities, be entitled to the benefits of this Guaranty to the same extent as if such assignee or transferee were an original Lender Party. No delay on the part of any Lender Party in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by any Lender Party of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any provision of this Guaranty be binding upon any Lender Party except as expressly set forth in Section 8.7 of the Credit Agreement. No action of any Lender Party permitted hereunder shall in any way affect or impair the rights of any Lender Party or the obligations of the undersigned under this Guaranty. For purposes of this Guaranty, Liabilities shall include all obligations of the Borrower to any Lender Party arising under or in connection with any Related Document, Guaranteed Swap Agreement or Guaranteed Banking Services Agreement, notwithstanding any right or power of the Borrower or anyone else to assert any claim or defense as to the invalidity or unenforceability of any obligation, and no such claim or defense shall affect or impair the obligations of the undersigned hereunder. Pursuant to the Credit Agreement, (a) this Guaranty has been delivered to the Administrative Agent and (b) the Administrative Agent has been authorized to enforce this Guaranty on behalf of the Lender Parties. All payments by the undersigned pursuant to this Guaranty shall be made to the Administrative Agent (and any amount received by the Administrative Agent for the account of a Lender Party shall, subject to the other provisions of this Guaranty, be deemed received by such Lender Party upon receipt by the Administrative Agent). This Guaranty shall be binding upon the undersigned and the successors and assigns of the undersigned; and to the extent that the undersigned is a limited liability company or other entity, all references herein to such undersigned shall be deemed to include any successor or successors, whether
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immediate or remote, to such undersigned. The term as used herein shall mean all parties executing this Guaranty and each of them, and all such parties shall, to the extent set forth herein, be jointly and severally obligated hereunder. The provisions of Sections 8.1(c) and 8.2 of the Credit Agreement shall apply with respect to Taxes and Other Taxes imposed on payments by the undersigned pursuant to this Guaranty, mutatis mutandis. THIS GUARANTY SHALL BE DEEMED TO BE A CONTRACT UNDER, AND FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES. Whenever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. The terms of Section 8.24 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. THE UNDERSIGNED AND, BY ACCEPTING THE BENEFITS HEREOF, THE LENDER PARTIES (A) WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY ON ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS GUARANTY, ANY OTHER RELATED DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, BROUGHT BY ANY SUCH PARTY AGAINST ANY OTHER SUCH PARTY OR ANY PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE; (B) AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT JURY; AND (C) WITHOUT LIMITING THE FOREGOING, AGREE THAT THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY ARE WAIVED BY OPERATION OF THIS PARAGRAPH AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS GUARANTY OR ANY DOCUMENT DELIVERED IN CONNECTION HEREWITH OR ANY PROVISION HEREOF OR THEREOF, THE FOREGOING WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENT, RENEWAL, SUPPLEMENT OR MODIFICATION TO THIS GUARANTY AND ANY DOCUMENT DELIVERED IN CONNECTION HEREWITH. THE UNDERSIGNED AND, BY ACCEPTING THE BENEFITS HEREOF, THE LENDER PARTIES IRREVOCABLY (i) AGREE THAT ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK AND CONSENT TO THE JURISDICTION OF SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. [Signatures begin on next page]
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EXHIBIT F [FORM OF] INCREASE REQUEST Bank of America, N.A., as Administrative Agent, and the Lenders under the Credit Agreement referred to below Ladies and Gentlemen: This Increase Request is being delivered pursuant to Section 2.6 of the Credit Agreement, dated as of January 11, 2022, as amended by that certain First Amendment to Credit Agreement, First Amendment to Guaranty and Borrower Assignment, Assumption and Release dated as of June 28, 2024 (as further supplemented or amended from time to time, the “Credit Agreement”) among UL Solutions Inc. (formerly known as UL Inc.), the Borrower (as defined therein), UL LLC (“UL”), various lenders, JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association, as co-syndication agents, and Bank of America, N.A., as Administrative Agent. All capitalized terms used but not defined herein shall have the meanings specified for such terms in the Credit Agreement. The Borrower hereby requests [an increase in the Aggregate Revolving Commitments from USD$_____________________ to USD$__________________] [an Incremental Term Facility in the amount of USD$_____________]. Such increase shall be made by [increasing the Revolving Commitment of _________________ from US$ ___________________ to US$ _______][establishing an Incremental Term Facility in the amount of US$_________________]. Such increase shall be effective upon the satisfaction of the conditions precedent to the applicable Incremental Facility Amendment. The Borrower represents and warrants that no Potential Default or Event of Default exists. Very truly yours, UL SOLUTIONS LLC By: Name: Title: By: Name: Title:
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EXHIBIT G [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]4 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]5 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]6 hereunder are several and not joint.]7 Capitalized terms used but not defined herein shall have the meanings as given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by (the][each] 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 Credit Agreement identified below (including the Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor. 4 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. 5 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. 6 Select as appropriate. 7 Include bracketed language if there are either multiple Assignors or multiple Assignees.
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1. Assignor[s]: 2. Assignee[s]: [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]] 3. Borrower: UL SOLUTIONS INC. LLC 4. Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement 5. Agreement: Credit Agreement, dated as of January 11, 2022, as amended by that certain First Amendment to Credit Agreement, First Amendment to Guaranty and Borrower Assignment, Assumption and Release dated as of June 28, 2024 (as further supplemented or amended from time to time, the “Credit Agreement”) among UL Solutions Inc. (formerly known as UL Inc.), the Borrower (as defined therein), UL LLC (“UL”), various lenders, JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association, as co-syndication agents, and Bank of America, N.A., as Administrative Agent. 6. Assigned Interest: Facility Assigned8 Aggregate Amount of Commitment/Loans for all Lenders9 Amount of Commitment/ Loans Assigned10 Percentage of Commitment/ Loans Assigned11 $ $ $ $ $ $ $ $ $ [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.] 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 9 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 11 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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.
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The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ______________________________ ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ________________________________ Title: ______________________________ Consented to: UL SOLUTIONS INC. By: Title: ______________________________ [OTHER CONSENTS, IF REQUIRED]
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3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.
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of the Related Documents and such other documents and information as it has deemed appropriate to make its own decision to enter into this Guaranteed Party Designation Notice, (b) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Related Documents or any other instrument or document furnished pursuant thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 7.1 of the Credit Agreement), and (c) agrees that it will be bound by the provisions of the Related Documents and will perform in accordance with its terms all the obligations which by the terms of the Related Documents are required to be performed by it as a provider of a [Banking Services Agreement/Swap Agreement]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 8.5(a) of the Credit Agreement. 2. GOVERNING LAW. THIS GUARANTEED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. [signature page follows]
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Schedule 1 To Guaranteed Party Designation Notice
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EXHIBIT I [FORM OF] NOTICE OF LOAN PREPAYMENT TO: Bank of America, N.A., as Administrative Agent RE: Credit Agreement, dated as of January 11, 2022, as amended by that certain First Amendment to Credit Agreement, First Amendment to Guaranty and Borrower Assignment, Assumption and Release dated as of June 28, 2024 (as further supplemented or amended from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) by and among UL Solutions Inc. (formerly known as UL Inc.) (the “Borrower”), UL LLC (“UL”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. DATE: [Date] The Borrower hereby notifies the Administrative Agent that on _____________13 pursuant to the terms of Section 2.4 of the Credit Agreement, [insert Borrower] intends to prepay/repay the following Loans as more specifically set forth below: Optional prepayment of Loans in the following amount(s): [Term SOFR] [Alternative Currency Term Rate] Loans: $ 14 Applicable Interest Period: Currency: [Base Rate] [Alternative Currency Daily Rate] Loans: $ 15 Currency: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [signature page follows] 13 Specify date of such prepayment. 14 Any prepayment of Term SOFR Loans and Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof (or if less, the entire principal amount thereof outstanding). 15 Any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or if less, the entire principal amount thereof outstanding).
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[BORROWER] By: Name: Title:
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EXHIBIT J [FORM OF] BANK NOTE [__________], 20[ ] FOR VALUE RECEIVED, the undersigned, UL Solutions Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to [___________] (“Bank”), or its registered assigns, in the currency in which such Loan was denominated and in immediately available funds, the aggregate unpaid principal amount of all Loans made by Bank to the Borrower pursuant to the Credit Agreement (as hereinafter defined), together with interest on the unpaid principal amount of this Bank Note outstanding from time to time and all other amounts from time to time owed to Bank by the Borrower, all as set forth in and pursuant to the Credit Agreement. This Bank Note is a note issued pursuant to that certain Credit Agreement, dated January 11, 2022, as amended by that certain First Amendment to Credit Agreement, First Amendment to Guaranty and Borrower Assignment, Assumption and Release dated as of June 28, 2024 (as further supplemented or amended from time to time, the “Credit Agreement”) among UL Solutions Inc. (formerly known as UL Inc., a Delaware corporation, UL LLC (“UL”), a Delaware limited liability company, various lenders, JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association, as co-syndication agents, and Bank of America, N.A., as Administrative Agent, and is entitled to the benefit of the Credit Agreement to which reference is hereby made for a statement of all of the terms and conditions of the Indebtedness evidenced hereby. All capitalized terms used herein, unless otherwise defined, shall have the meanings ascribed to them in the Credit Agreement. The principal amount of the Indebtedness evidenced hereby shall be payable as specified in the Credit Agreement. Interest thereon shall be paid until such principal amount is paid in full at such interest rates and at such times as are specified in the Credit Agreement. In no contingency or event whatsoever shall the interest rate charged with respect to the principal Indebtedness hereunder exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. If any payment on this Bank Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. Upon and after the occurrence of an Event of Default, this Bank Note shall or may, as provided in the Credit Agreement, and without demand, notice or legal process of any kind, become or be declared immediately due and payable. Demand, presentment, protest and notice of nonpayment and protest are hereby waived by the Borrower. Any notices related to this Bank Note shall be given in the manner set forth in the Credit Agreement. The provisions in Section 8.14 of the Credit Agreement are incorporated herein by reference. This Bank Note shall be interpreted, governed by, and construed in accordance with the internal laws of the State of New York, without regard to the principles thereof regarding conflict of laws.
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UL SOLUTIONS INC., a Delaware corporation By: _____________________________ Name: Title:
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EXHIBIT K-1 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of January 11, 2022, as amended by that certain First Amendment to Credit Agreement, First Amendment to Guaranty and Borrower Assignment, Assumption and Release dated as of June 28, 2024 (as further supplemented or amended from time to time, the “Credit Agreement”), among UL Solutions Inc. (formerly known as UL Inc.), a Delaware corporation (the “Borrower”), UL LLC (“UL”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 8.2(a) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Bank Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By: Name: Title: Date: , 20___
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EXHIBIT K-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of January 11, 2022, as amended by that certain First Amendment to Credit Agreement, First Amendment to Guaranty and Borrower Assignment, Assumption and Release dated as of June 28, 2024 (as further supplemented or amended from time to time, the “Credit Agreement”), among UL Solutions Inc. (formerly known as UL Inc.), a Delaware corporation (the “Borrower”), UL LLC (“UL”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 8.2(a) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20___
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EXHIBIT K-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of January 11, 2022, as amended by that certain First Amendment to Credit Agreement, First Amendment to Guaranty and Borrower Assignment, Assumption and Release dated as of June 28, 2024 (as further supplemented or amended from time to time, the “Credit Agreement”), among UL Solutions Inc. (formerly known as UL Inc.), a Delaware corporation (the “Borrower”), UL LLC (“UL”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 8.2(a) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20
![slide159](https://www.sec.gov/Archives/edgar/data/1901440/000190144024000012/exhibit101159.jpg)
EXHIBIT K-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of January 11, 2022, as amended by that certain First Amendment to Credit Agreement, First Amendment to Guaranty and Borrower Assignment, Assumption and Release dated as of June 28, 2024 (as further supplemented or amended from time to time, the “Credit Agreement”), among UL Solutions Inc. (formerly known as UL Inc.), a Delaware corporation (the “Borrower”), UL LLC (“UL”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 8.2(a) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Bank Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Bank Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable or (ii) an IRS Form W- 8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By: Name: Title: Date: , 20___