Exhibit 10.1

MAXAR TECHNOLOGIES INC.

as Borrower

– and –

ROYAL BANK OF CANADA

as Administrative Agent

– and –

ROYAL BANK OF CANADA

as Collateral Agent

– and –

THE LENDERS FROM TIME TO TIME PARTY HERETO

as Lenders

RBC CAPITAL MARKETS¹,
BOFA SECURITIES, INC.,
Barclays Bank plc and
BMO Capital Markets,

as Joint Bookrunners and Lead Arrangers for the Revolving Facility,

and

RBC CAPITAL MARKETS,
BOFA SECURITIES, INC.,
Barclays Bank plc,
BMO Capital Markets,
JPMorgan Chase Bank, N.A.,
Capital One, National Association,
Goldman Sachs Bank USA,
Morgan Stanley Senior Funding, Inc.,
Citizens Bank, N.A. and
ING Bank N.V.,

as Joint Bookrunners and Lead Arrangers for the Initial Term Facility

Dated as of June 14, 2022

¹ RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.

TABLE OF CONTENTS

SCHEDULES

THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June 14, 2022

AMONG:

MAXAR TECHNOLOGIES INC.,

as Borrower

OF THE FIRST PART

AND:

ROYAL BANK OF CANADA,

as Administrative Agent

OF THE SECOND PART

AND:

ROYAL BANK OF CANADA,

as Collateral Agent

OF THE THIRD PART

AND:

THE LENDERS FROM TIME TO TIME PARTY HERETO,

as Lenders

OF THE FOURTH PART

WHEREAS the Borrower, the Administrative Agent and certain of the Lenders are the parties to the Existing Credit Agreement (as defined below);

AND WHEREAS the Borrower, the Administrative Agent and the Lenders have agreed to make available the Credit Facilities and to do so by amending and restating the Existing Credit Agreement upon the terms and subject to the conditions of this Agreement;

NOW THEREFORE in consideration of the mutual covenants and agreements herein set forth and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties agree as follows:

Article 1
INTERPRETATION

As used in this Agreement, including the recitals and the Schedules, unless there is something in the subject matter or the context inconsistent therewith, the following terms shall have the following meanings:

“2023 Senior Secured Notes” means the 9.75% senior secured notes in the principal amount of $1 billion due December 31, 2023 which were issued by SSL Robotics LLC on December 2, 2019 and assumed by the Borrower on December 11, 2019 and which constitute First Lien Obligations.

“ABR” means the highest of (a) the prime commercial lending rate for loans denominated in US Dollars announced or established by the Administrative Agent from time to time, changing effective on the date of announcement of said corporate base rate changes, (b) the Federal Funds Effective Rate plus 0.75% per annum, (c) one-month Adjusted Term SOFR plus 1.00% per annum and (d) 1.00% per annum. The prime commercial lending rate is not necessarily the lowest rate charged by the Administrative Agent to its customers. Any change in the ABR due to a change in the prime commercial lending rate, the Federal Funds Effective Rate or Adjusted Term SOFR shall be effective on the opening of business on the day specified in the public announcement of such change in the prime commercial lending rate, the Federal Funds Effective Rate or Adjusted Term SOFR, as applicable.

“ABR Loan” means each Loan bearing interest based on the ABR, and in any event shall include all Swingline Advances made in US Dollars.

“Acceleration Date” means the first date on which (a) an Event of Default specified in Section 12.1(8) or 12.1(9) shall occur or (b) an acceleration of the Obligations pursuant to Section 12.2(1)(b) shall occur.

“Accommodation” means:

and includes an Advance resulting from a Rollover or Conversion (whether requested or deemed to have been requested hereunder) or otherwise effected pursuant hereto.

“Accommodation Request” means a notice of request for an Accommodation substantially in the form of Schedule 2 annexed hereto, or such other form as the Administrative Agent may from time to time specify.

“Accounting Change” has the meaning set forth in Section 1.3(2).

“Accounting Change Notice” has the meaning set forth in Section 1.3(2).

“Acquisition” means any purchase or other acquisition made by the Borrower or any Subsidiary of Equity Interests of another Person that upon consummation of such acquisition or purchase becomes a Subsidiary (but excluding Equity Interests of any Subsidiary) or assets of another Person (but excluding assets of any Subsidiary) which constitutes a purchase or other acquisition of all or substantially all of the assets or business of such Person, or of assets constituting a business unit, a line of business or division of such Person.

“Additional Collateral” has the meaning set forth in Section 8.6(a).

“Additional Collateral Release Date” has the meaning set forth in Section 8.6(a).

“Adjusted EBITDA” means, for the Borrower and its Subsidiaries on a consolidated basis, in respect of any period and as determined in accordance with US GAAP, Consolidated Net Income for such period plus (without duplication):

(A)            a payment made, or which becomes payable, during such period; or

(B)            a payment which is payable within 365 days from the end of such period;

provided that (i) the aggregate amount of Run Rate Adjustments added back pursuant to clause (b) above shall not exceed 20% of Adjusted EBITDA (determined before giving effect to all such adjustments) for any period of four consecutive Financial Quarters and (ii) to the extent included in Consolidated Net Income, there shall be excluded in determining Adjusted EBITDA for any period (x) currency translation gains and losses related to currency remeasurements of indebtedness (including the net loss or gain (A) resulting from swap contracts for currency exchange risk and (B) resulting from intercompany indebtedness and other intercompany investments) and (y) all other foreign currency translation gains or losses.

Notwithstanding the foregoing, (a) Adjusted EBITDA for the Fiscal Quarter (i) ended June 30, 2021 shall be deemed to be $149 million, (ii) ended September 30, 2021 shall be deemed to be $133 million, (iii) ended December 31, 2021 shall be deemed to be $127 million and (iv) ended March 31, 2022 shall be deemed to be $102 million and (b) where applicable, Adjusted EBITDA (including the amounts set forth in the preceding clause (a)) shall be further adjusted on a pro forma basis in accordance with Section 1.10 with respect to any transaction(s) other than the Transactions.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment.

“Administrative Agent” means Royal Bank in its capacity as administrative agent hereunder and any successor administrative agent appointed in accordance with Article 13.

“Administrative Questionnaire” has the meaning set forth in Section 14.8(3)(d).

“Advance” means an advance of monies made or deemed to have been made by a Lender under a Credit Facility. An Advance in:

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

“Affected Lender” has the meaning set forth in Section 11.7(1).

“Affiliate” means, with respect to any Person (the “first Person”), any other Person which directly or indirectly controls (or is a member of a group which directly or indirectly controls), or is under common control with, or is controlled by, the first Person. Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall be deemed to be an Affiliate of the Borrower solely by reason of its agency role or lending relationship.

“Affiliated Lender” means, collectively, any Affiliate of the Borrower (other than the Borrower and its Subsidiaries).

“Agent Parties” has the meaning set forth in Section 14.3(6)(b).

“Agents” means the Administrative Agent and the Collateral Agent, and “Agent” means either one of them.

“Agreed Security Principles” means the provisions set forth in Section 8.6.

“Agreement” means this restated credit agreement, as the same may be amended, restated, amended and restated, renewed, extended, supplemented, restated and/or otherwise modified from time to time in accordance with the terms hereof.

“Alternative L/C Currency” means each of Euro, Canadian Dollars and British Pounds Sterling and each other currency (other than Dollars) that is approved in accordance with Section 1.15.

“Alternative L/C Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative L/C Currency as determined by the Issuing Bank at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative L/C Currency with Dollars.

“Alternative Revolver Currency” means each of Euro, Canadian Dollars, British Pounds Sterling and each other currency (other than Dollars) that is approved in accordance with Section 1.16.

“AML Legislation” means has the meaning set forth in Section 10.1(19)(a).

“Anti-Corruption Laws” means all Laws of any Sanctions Authority that apply to the Borrower or its Subsidiaries from time to time concerning or relating to bribery of government officials or public corruption.

“Applicable Margin” means a percentage per annum equal to:

Notwithstanding the foregoing, (a) the Applicable Margin in respect of any Class of extended Commitments, Incremental Commitments or Permitted Refinancings shall be the applicable percentages per annum set forth in the applicable Extension/Incremental/Refinancing Amendment; provided that in the case of the Initial Term Loans and any Class of Incremental Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.15(4) and (b) in respect of Letters of Credit that would not be characterized as “direct credit substitutes” (as determined by the applicable Issuing Bank, acting reasonably), the Applicable Margin for Letter of Credit Fees shall be decreased to be equal to 66⅔% of the Applicable Margins specified in Schedule 8; provided that, if any such Letter of Credit is determined by the Office of the Superintendent of Financial Institutions to be a “direct credit substitute” after the issuance thereof, the Applicable Margin shall be adjusted to be equal to 100% of the Applicable Margins for SOFR Loans in this definition with retroactive effect to the date of issuance thereof and the incremental issuance fee payable for the period from the date of issuance to the date of such determination shall be payable on the third Business Day of the next succeeding fiscal quarter following the date of such determination. The Applicable Margins in effect on the Closing Date are those margins specified opposite, in the case of the Revolving Facility Loans, Level IV and, in the case of the Initial Term Loans, Level II.

“Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Arrangers” means each of (a) RBC Capital Markets, BofA Securities, Inc., Barclays Bank PLC and BMO Capital Markets, in connection with the Revolving Facility, and (b) RBC Capital Markets, BofA Securities, Inc., Barclays Bank PLC, BMO Capital Markets, JPMorgan Chase Bank, N.A., Capital One, National Association, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Citizens Bank, N.A. and ING Bank N.V., in connection with the Initial Term Facility.

“Asset Sale” means:

in each case, other than a Permitted Disposition.

“Asset Sale Prepayment Event” means (x) any Asset Sale and/or (y) any disposition of assets contemplated by paragraph (j), (to the extent outside of the ordinary course of business) (m) or (n) of the definition of “Permitted Disposition”; provided that, with respect to any Asset Sale Prepayment Event, the Borrower shall not be obligated to make any prepayment otherwise required by Section 2.3 unless and solely to the extent that the Fair Market Value of the assets disposed of from and at the Closing Date does not in the aggregate (i) in any one Financial Year exceed 7.5% of the Consolidated Total Assets as at the end of the most recently completed Financial Year, or (ii) during the period comprised of the four most recently completed Financial Years, exceed 20% of the Consolidated Total Assets as at the end of the most recently completed Financial Year; provided further that to the extent the net cash proceeds of any Asset Sale or other applicable disposition are used to voluntarily prepay Term Loans pursuant to Section 2.4, the Fair Market Value of such Asset Sale or other applicable disposition shall not be counted against the foregoing limitations.

“Asset Securitization” means an Asset Sale by or on behalf of a Person at the election of such Person involving Receivables Assets in the course of an asset securitization transaction and regardless of the form of asset securitization, and for the purposes of this Agreement shall include any disposition of accounts receivable.

“Assignment and Acceptance” means an assignment and acceptance substantially in the form of Schedule 4 or such other form as may be approved by the Administrative Agent.

“Attributable Debt” means, in respect of any lease entered into by a Person or a Subsidiary thereof as lessee in connection with a sale-lease back transaction, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with US GAAP) of the lease payments of the lessee, including all rent and payments to be made by the lessee in connection with the return of the leased property, during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended) but excluding for certainty, amounts required to be paid on account of insurance, taxes, assessments, utility, operating and labor costs and similar charges; provided that if such lease constitutes a Capital Lease Obligation, the amount of indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation”.

“Auction Agent” means (i) the Administrative Agent or (ii) any other financial institution or advisor employed by the Borrower or any Subsidiary (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any “Dutch auction” pursuant to Section 14.8(12); provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent).

“Available Amount” means, at any time (the “Available Amount Reference Time”), an amount (which shall not be less than zero) equal to the sum of:

“Available Amount Reference Time” has the meaning specified in the definition of “Available Amount.”

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark in any currency with respect of Loans denominated in such currency, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period with respect to Loans denominated in the applicable currency pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.4(5).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings).

“Benchmark” means, initially, Adjusted Term SOFR; provided that if a Benchmark Transition Event has occurred with respect to Adjusted Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of Section 3.4.

“Benchmark Replacement” means with respect to any Benchmark Transition Event, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than (i) in the case of the Initial Term Facility, 0.50% and (ii) in the case of the Revolving Facility, 0.00%, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Facility Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to the then-current Benchmark:

(1)            in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2)            in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the IOSCO Principles; provided, that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1)            a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)            a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, the Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)            a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative or in compliance with or aligned with the IOSCO Principles.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Facility Document in accordance with Section 3.4 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Credit Facility Document in accordance with Section 3.4.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Beneficiary” means, in respect of any Letter of Credit, the beneficiary specified therein.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a Person means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12. U.S.C. § 1841(k)) of such Person.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” means Maxar Technologies Inc., a Delaware corporation.

“Borrowing” means the making of an ABR Loan, a SOFR Loan, a Canadian Prime Rate Loan, a CDOR Rate Loan, a Euribor Loan or a SONIA Loan, in each case of the same Class and Type, made, converted, or continued on the same date and, in the case of SOFR Loans, CDOR Rate Loans and Euribor Loan, as to which a single Interest Period term is in effect.

“British Pounds Sterling” or “£” means the lawful currency of Great Britain.

“Builder Component” has the meaning set forth in clause (b) of the definition of “Available Amount”.

“Business Day” means any day other than a Saturday or a Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in New York, New York; provided, that, (a) when used in connection with a SOFR Loan, or any other calculation or determination involving SOFR, the term “Business Day” means any day that is only a U.S. Government Securities Business Day, (b) when used in connection with CDOR Rate Loans or Canadian Prime Rate Loans, the term “Business Day” shall also exclude any day on which banks are not open for business in Toronto, Ontario, Canada, (c) when used in connection with Euribor Loans, the term “Business Day” shall also exclude any day that is a Target Day, and (d) when used in connection with SONIA Loans, the term “Business Day” shall also exclude any day that is not a SONIA Business Day.

“Canadian Dollars” and “C$” each mean lawful money of Canada.

“Canadian Prime Rate” means, at any time, the greater of:

provided that that if any such rate determined above is less than zero on any day, then such rate shall be deemed to be zero for such day; provided, further, that a certificate of the Administrative Agent, absent manifest error, shall be conclusive evidence of the Canadian Prime Rate from time to time. With each quoted or published change in such rate aforesaid of Royal Bank or such bankers’ acceptance rate, there shall be a corresponding change in any rate of interest payable under this Agreement based on the Canadian Prime Rate in accordance with the calculation above, all without the necessity of any notice thereof to the Borrower or any other Person.

“Canadian Prime Rate Loan” means each Loan bearing interest based on the Canadian Prime Rate, and in any event shall include all Swingline Advances made in Canadian Dollars.

“Capital Expenditures” means, for any period, the additions to property, plant and equipment of the Borrower and its Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with US GAAP.

“Capital Lease” means a lease of (or other agreement conveying the right to use) real and/or personal property, which lease is required to be classified and accounted for as a capital lease on a balance sheet of the lessee under US GAAP.

“Capital Lease Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under a Capital Lease and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof (that is, the amount in effect corresponding to the principal of such obligations), determined in accordance with US GAAP.

“Cash Collateral” has the meaning set forth in Section 5.10(1).

“Cash Collateralize” has the meaning set forth in Section 5.10(1).

“Cash Equivalents” means:

provided, however, that the maturities of all obligations specified in any of paragraphs (a), (b), (c), (d) and (e) above shall not exceed 12 months.

“Cash Management Obligations” means all present and future indebtedness and other liabilities and obligations, whether contingent or absolute, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Borrower or a Subsidiary of the Borrower (whether alone or with another or others and whether as principal or surety) under (i) any cash management, cash aggregation, mirror or concentrator account, zero-balance or similar facility or arrangement entered into with any Lender, any Agent, or any Arranger or any Affiliate of a Lender, any Agent, or any Arranger or (ii) any corporate credit card or similar facilities provided by any Lender,any Agent, or any Arranger or any Affiliate of a Lender, any Agent, or any Arranger.

“Cash Manager” means any Lender, any Agent or any Arranger or any of their respective Affiliates that is owed any Cash Management Obligations.

“Casualty Prepayment Event” means, with respect to any property of the Borrower or any Subsidiary, any loss of or damage to, or any condemnation or other taking by an Official Body of, such property for which such Person receives insurance proceeds or proceeds of a condemnation award in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property; provided that, with respect to any such casualty event, the Borrower shall not be obligated to make any prepayment otherwise required by Section 2.3 unless and until the aggregate amount of Net Cash Proceeds from all such casualty events exceeds $10 million (the “Casualty Prepayment Trigger”) in any Financial Year, but then from all such Net Cash Proceeds (excluding amounts below the Casualty Prepayment Trigger).

“CDOR Rate” means, on any day, the annual rate of interest determined by the Administrative Agent which is equal to the average of the yield rates per annum (calculated on the basis for a year of 365 days) applicable to Canadian Dollar bankers’ acceptances having, where applicable, identical issue and comparable maturity dates as the proposed CDOR Rate Loan displayed and identified as such on the “CDOR Page” (or any display substituted therefor) of Reuters Monitor Money Rates Service at approximately 10:00 a.m. (Toronto time) on that day or, if that day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:00 a.m. (Toronto time) to reflect any error in a posted rate of interest or in the posted average annual rate of interest); provided, however, if those rates do not appear on that CDOR Page, then the CDOR Rate shall be the discount rate (expressed as a rate per annum on the basis of a year of 365 days) applicable to those Canadian Dollar bankers’ acceptances in a comparable amount to a CDOR Rate Loan and having such specified term (or a term as closely as possible comparable to such specified term) as the proposed Rate Loan quoted by a Canadian chartered bank listed on Schedule I of the Bank Act (Canada) as selected by the Administrative Agent as of 10:00 a.m. (Toronto time) on that day or, if that day is not a Business Day, then on the immediately preceding Business Day; provided further that if any such rate determined above is less than 0.00% per annum on any day, then such rate shall be deemed to be 0.00% per annum for such day. Each determination of the CDOR Rate shall be conclusive and binding, absent manifest error.

“Casualty Prepayment Trigger” has the meaning specified in the definition of “Casualty Prepayment Event”.

“CDOR Rate Loan” means each Loan bearing interest based on the CDOR Rate.

“CFC” means any Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“Change in Control” means the acquisition by any Person or a combination of Persons acting jointly or in concert of beneficial ownership of more than 50% of the Equity Interests of the Borrower, whether now outstanding or issued after the date hereof, having ordinary voting power for the election of the directors of the Borrower (other than the creation of a holding company or similar transaction so long as the Persons who beneficially owned such Equity Interests of the Borrower immediately prior to the creation of such holding company or similar transaction beneficially own sufficient Equity Interests of the resultant entity immediately thereafter to elect a majority of its board).

“Change in Law” means:

provided that notwithstanding anything herein to the contrary (i) the United States Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder, issued in connection therewith, or in implementation thereof, (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or Canadian or foreign regulatory authorities and applicable to the Lenders, in each case pursuant to Basel III, and (iii) all requests, rules, guidelines, requirements and directives pursuant to CRD IV shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Class” when used in reference to (a) any Commitment, refers to whether such Commitment is in respect of the Initial Revolving Facility Commitments, the Initial Term Commitments, the Incremental Commitments under any Credit Facility or the Commitments under a Permitted Refinancing, as applicable and (b) any Loans, refers to whether such Loans are in respect of the Revolving Facility, the Initial Term Facility, an Incremental Revolving Facility Commitment or an Incremental Term Facility, as applicable.

“Closing Date” means June 14, 2022.

“Closing Date Facility” means, collectively, the Initial Term Facility and the Initial Revolving Facility.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means the present and future assets and properties of the Loan Parties from time to time subject to, or intended by the terms of the Security to be subject to, the Liens of the Security Documents.

“Collateral Agent” means Royal Bank in its capacity as collateral agent hereunder and any successor collateral agent appointed in accordance with Article 13.

“Commitment” means, for a Lender in respect of a Credit Facility, the amount in respect of such Credit Facility set forth opposite such Lender’s name under the heading “Commitment” on Schedule 1 annexed hereto or in any applicable assignment pursuant to which such Lender became party hereto or acquired or sold any interests hereunder, in each case to the extent not permanently reduced, cancelled or terminated pursuant to this Agreement.

“Communications” has the meaning set forth in Section 14.3(6)(b).

“Commodity Exchange Act” means the United States Commodity Exchange Act (7 U.S.C. § 1 et seq.), and any successor statute.

“Compliance Certificate” means a certificate substantially in the form of Schedule 3 (or such other form as may be reasonably acceptable to the Administrative Agent) which has been duly executed by a Senior Officer.

“Confirmation” means the written confirmation of the Existing Security from the existing Guarantors and of the appointment of Royal Bank as the Collateral Agent hereunder, in a form satisfactory to the Administrative Agent, acting reasonably.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.4 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is necessary in connection with the administration of this Agreement and the other Credit Facility Documents).

“Consolidated Debt” means, as at any date of determination, the aggregate principal amount of all Debt of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with US GAAP but specifically excluding (x) any Debt which is not included in part (a), (b), (c) (solely to the extent drawn and not reimbursed or cash collateralized), (e) or (f) of the definition thereof and any guarantees of the foregoing types of Debt and (y) any Convertible Debt solely to the extent (1) any and all payments of principal due under the definitive documentation for such Convertible Debt are required to be by satisfied by the delivery of Equity Interests (other than Disqualified Equity Interests) (whether such Equity Interests are received by the holders of such debentures or notes as payment or are sold by a trustee or representative under such indenture or agreement to provide cash for payment to holders of such debentures or notes) and such amounts are not payable by the issuer thereof in cash and (2) such Convertible Notes and any and all payments thereon are expressly subordinated to the Obligations pursuant to a subordination agreement that is reasonably satisfactory to the Administrative Agent; provided that, for the purpose of calculating Consolidated Debt, Non-Recourse Debt shall be the lesser of (i) the fair market value of all property of the Borrower or any Subsidiary subject to a Lien securing such Non-Recourse Debt (as demonstrated to the Administrative Agent’s reasonable satisfaction), and (ii) the amount of the obligations comprising such Non-Recourse Debt.

“Consolidated Net Debt” means, as of any date of determination, Consolidated Debt less any unrestricted cash and Cash Equivalents (in each case, free and clear of all Liens other than any nonconsensual Lien that is permitted under the Credit Facility Documents, Liens of the Collateral Agent and Liens that are subordinated to or pari passu with the Liens of the Collateral Agent pursuant to an Intercreditor Agreement) in an an amount not to exceed $150,000,000 as of such date.

“Consolidated Net Debt Leverage Ratio” means, as of any date of determination, the ratio of Consolidated Net Debt on such date to Adjusted EBITDA for the most recently ended Test Period.

“Consolidated Net Income” means for any period, the net income (loss) of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with US GAAP; provided that the following shall be excluded:

“Consolidated Total Assets” means, as of any date of determination, the amount that would, in conformity with US GAAP, be set forth opposite the caption “total assets” (or any like caption) on the most recent consolidated balance sheet of the Borrower and its Subsidiaries at such date.

“control” of a Person (including, with correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies of such Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event and without limitation, any Person or group of Persons acting together which owns directly or indirectly more than 50% of the securities having ordinary voting power for the election of directors or other governing body of a corporation or more than 50% of the partnership or other ownership interests of any other Person will be deemed to control such corporation or other Person. The terms “controlling” and “controlled” have meanings correlative thereto.

“Conversion” means, in respect of any Type of Borrowing, the conversion of the method for calculating interest, discount rates or fees thereon from one method to another in accordance with Section 2.12, and includes a conversion (i) from a Canadian Prime Rate Loan to a CDOR Rate Loan, and vice-versa, and (ii) from a SOFR Loan to an ABR Loan, and vice-versa. In addition, the repayment in full by the Borrower of the Principal Outstanding under an Accommodation under the Revolving Facility in one currency and the concurrent making of an Accommodation under the same Credit Facility in another currency, whereby the aggregate Equivalent Amount of US Dollars Principal Outstanding remains the same immediately before and after such transactions, shall also be considered to be a Conversion for all purposes of this Agreement.

“Convertible Debt” means any senior unsecured or subordinated unsecured debt securities of the Borrower that are not guaranteed by any Subsidiary and that are convertible into Equity Interests (other than Disqualified Equity Interests) of the Borrower (or cash in lieu of all or any portion of such Equity Interests) so long as (i) as immediately prior to and after giving effect thereto, no Default or Event of Default shall exist or would result therefrom and (ii) the maturity of such debt shall be no earlier than a date that is six months after the Latest Maturity Date and such debt shall have no scheduled principal payments prior to a date that is six months after the Latest Maturity Date.

“Covered Entity” means any of the following:

(i)            a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)            a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)            a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning set forth in Section 14.18.

“CRD IV” means: (a) Regulation (EU) No 575/2013 of the European Parliament and the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms; and (b) Directive 2013/36/EU of the European Parliament and of the Counsel of June 26, 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

“Credit Facility” means, as the context requires, the Revolving Facility, the Initial Term Facility, any Incremental Facility or any Permitted Refinancing; and “Credit Facilities” means, as the context requires, any or all of such credit facilities.

“Credit Facility Documents” means this Agreement, the Security Documents, each Credit Facilities Guarantee, the Letters of Credit issued hereunder, any Issue Notice, any Intercreditor Agreement(s), and any promissory notes evidencing any Loan hereunder.

“Credit Facilities Guarantee” means (a) any Guarantee of the Secured Obligations made by each Guarantor from time to time in favor of the Administrative Agent for the benefit of the applicable Secured Parties, substantially in the form of Schedule 5 and (b) any other Guarantee of the Secured Obligations made by a Guarantor for the benefit of the applicable Secured Parties, in form and substance acceptable to the Administrative Agent, acting reasonably.

“Current Assets” means, at any time, the consolidated current assets (other than unrestricted cash and Cash Equivalents) of the Borrower and its Subsidiaries that would, in accordance with US GAAP, be classified on a consolidated balance sheet of the Borrower and its Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits, assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial instruments.

“Current Liabilities” means, at any time, the consolidated current liabilities of the Borrower and its Subsidiaries at such time, but excluding, without duplication, (a) the current portion of any long-term Debt, (b) outstanding Revolving Facility Loans and Letters of Credit (or unreimbursed amounts in respect thereto) and Swingline Advances, (c) accruals of consolidated interest expense (excluding consolidated interest expense that is due and unpaid), (d) accruals for current or deferred Taxes based on income or profits, (e) accruals of any costs or expenses to the extent permitted to be included in the calculation of Adjusted EBITDA pursuant to sub-clause (v), (vi) and (vii) thereof or to the extent relating to extraordinary, unusual or non-recurring item, (f) pension liabilities and (g) derivative financial instruments.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that is five Business Days prior to such SOFR Rate Day, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Agent, then the Administrative Agent may establish another convention in its discretion.

“Daily Simple SONIA” means, for any day (a “SONIA Interest Day”), an interest rate per annum equal to for any principal, interest, fees, commissions or other amounts denominated in British Pounds Sterling or calculated with respect thereto, the greater of (i) the sum of (x) SONIA for the day (such day “i”) that is three (3) SONIA Business Days prior to (A) if such SONIA Interest Day is a SONIA Business Day, such SONIA Interest Day or (B) if such SONIA Interest Day is not a SONIA Business Day, the SONIA Business Day immediately preceding such SONIA Interest Day, in each case, as published by the SONIA Administrator on the SONIA Administrator’s Website, plus (y) 0.1193% per annum, and (ii) 0.0%. If by 5:00 pm (London time) on the second SONIA Business Day immediately following any day “i”, SONIA in respect of such day “i” has not been published on the SONIA Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SONIA has not occurred, then SONIA for such day “i” will be SONIA as published in respect of the first preceding SONIA Business Day for which SONIA was published on the SONIA Administrator’s Website; provided that SONIA as determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SONIA for no more than two consecutive SONIA Interest Days. Any change in Daily Simple SONIA due to a change in SONIA shall be effective from and including the effective date of such change in SONIA without notice to the Borrower.

“Debt” of any Person means (without duplication, all as calculated in accordance with US GAAP, and whether with or without recourse):

each as incurred in the ordinary course of business, net of prepayments thereof;

if and to the extent any of the preceding items (other than letters of credit, letters of guarantee and surety bonds) would appear as a liability upon a balance sheet (excluding the notes thereto) of the specified Person prepared in accordance with US GAAP; provided that any obligation or liability in connection with an Asset Securitization that constitutes a Permitted Disposition under part (f) of such definition shall not constitute Debt.

“Debt Incurrence Prepayment Event” means any issuance or incurrence by the Borrower or any Subsidiary of any Debt (other than Permitted Debt unless such Debt is Refinancing indebtedness in respect of any of the Credit Facilities).

“Declining Lender” has the meaning set forth in Section 2.1(7)(b).

“Default” means an event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

“Default Rate” means an interest rate equal to (a) with respect to any overdue principal for any Loan, the applicable interest rate for such Loan plus 2.00% per annum (provided that with respect to Euribor Loan, the determination of the applicable interest rate is subject to Section 2.12 to the extent that Euribor Loan may not be converted to, or continued as, Euribor Loan, pursuant thereto) and (b) with respect to overdue interest, the interest rate applicable to ABR Loans plus 2.00% per annum, in each case, to the fullest extent permitted by applicable Laws.

“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 any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of Lender Default.

“Deferred Net Cash Proceeds” has the meaning set forth in the definition of “Net Cash Proceeds”.

“Deferred Net Cash Proceeds Payment Date” has the meaning set forth in the definition of “Net Cash Proceeds”.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or any Subsidiary in connection with an Asset Sale that is so designated as “Designated Non-cash Consideration” pursuant to a certificate of a Senior Officer of the Borrower, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Disposition” has the meaning set forth in clause (a) of the definition of “Asset Sale”.

“Disqualified Equity Interests” means, with respect to any Person, any Equity Interests of such Person which, by their terms, or by the terms of any security into which they are convertible or for which they are putable or exchangeable, or upon the happening of any event, mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or are redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale to the extent the terms of such Equity Interests provide that such Equity Interests shall not be required to be repurchased or redeemed until the Latest Maturity Date then in effect has occurred or the terms of such Equity Interests provide that such Person may not repurchase or redeem such Equity Interests unless such repurchase or redemption would comply with this Agreement (including as a result of a waiver hereunder)), in whole or in part, or require the scheduled payment of dividends in cash, in each case prior to the date that is 91 days after the Latest Maturity Date (provided that only the portion of the Equity Interests which so matures or is so mandatorily redeemable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Equity Interests).

“Disqualified Lenders” means (a) such Persons who are competitors of the Borrower and its Subsidiaries that are designated as “Disqualified Lenders” by written notice delivered by the Borrower to the Administrative Agent from time to time, (b) any of their respective Affiliates that are either (i) identified in writing by the Borrower to the Administrative Agent from time to time or (ii) clearly identifiable solely on the basis of the similarity in such Affiliate’s name; and (c) any Lender that has made an incorrect representation or warranty with repsect to not being a Net Short Lender as provided in any Assignment and Acceptance, as notified by the Borrower to the Administrative Agent by written notice; provided that any supplements to the list of Disqualified Lenders shall (x) not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation in the Credit Facilities in accordance with the terms hereof and (y) in the case of clauses (a) and (b)(i) above, become effective on the date falling three Business Days following delivery of the applicable written notice to the Administrative Agent. The schedule of Disqualified Lenders shall be maintained with the Administrative Agent and may be provided to a Lender upon request to the Administrative Agent but shall not otherwise be posted to the Lenders. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree that the Administrative Agent shall have no responsibility or obligation to determine whether any Lender or potential Lender is a Disqualified Lender and the Administrative Agent shall have no liability with respect to any assignment made to a Disqualified Lender.

“Distressed Person” has the meaning specified in the definition of “Lender-Related Distress Event”.

“Distribution” means each of the following payments and other actions set forth below:

provided that, for greater certainty, а Distribution shall for purposes of this Agreement be considered to have taken place at the time of the relevant payment or other action described above and not at the time the same is authorized.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

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

“ECF Percentage” means (i) 50% if the First Lien Net Leverage Ratio at the end of such ECF Period is greater than 4.00:1.00, (ii) 25% if the First Lien Net Leverage Ratio at the end of such ECF Period is less than or equal to 4.00:1.00 and greater than 3.50:1.00 and (iii) 0% if the First Lien Net Leverage Ratio at the end of such ECF Period is less than or equal to 3.50:1.00.

“ECF Period” means each Financial Year of the Borrower commencing with the Financial Year ending December 31, 2023.

“ECP Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Election Date” has the meaning set forth in Section 2.13(2).

“Employee Benefit Plan” means any “employee benefit plan” as defined in section 3(3) of ERISA which is sponsored, maintained or contributed to by, or required to be contributed to by, any Loan Party or any of its respective ERISA Affiliates, other than any plan not subject to United States law.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environment” shall mean ambient air, indoor air, surface water, groundwater, drinking water, land surface, sediments, and subsurface strata & natural resources such as wetlands, flora and fauna.

“Environmental Laws” means all applicable Laws, Permits or requirements of any Official Body (including consent decrees to which any Loan Party or any Subsidiary is a party or otherwise subject, and administrative orders which may affect any Loan Party or any Subsidiary) relating to human health and safety (to the extent relating to human exposure to Hazardous Materials), protection of the Environment and the Release of Hazardous Materials.

“Environmental Liability” means any liability and/or obligation under Environmental Laws, including with respect to any Release, violations of Environmental Law, or any environmental damage to, any contamination of, or any exposure to Hazardous Materials of, any person, property, or the Environment, including all liabilities and obligations arising from or related to any remediation of surface, underground, air, groundwater or surface water contamination; restorations and reclamations required under Environmental Laws; any Release in violation of Environmental Laws; the violation of pollution standards; and personal injury (including sickness, disease or death) and property damage arising from any of the foregoing.

“Equity Interests” means, with respect to any Person, any shares, partnership units or other ownership or profit interests in such Person, whether voting or non-voting.

“Equivalent Amount” of US Dollars means, as at any date, the amount of US Dollars into which a specified amount of another currency can be converted

“ERISA” means the United States Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Loan Party and is treated as a single employer within the meaning of section 414 of the Code or section 4001 of ERISA.

“ERISA Event” means (i) a “reportable event” within the meaning of section 4043 of ERISA or the regulations issued thereunder with respect to any Pension Plan (excluding those for which the 30-day notice period has been waived); (ii) the existence with respect to any Employee Benefit Plan of a non-exempt “Prohibited Transaction” (within the meaning of section 406 of ERISA or Section 4975(c) of the Code); (iii) the failure to meet the minimum funding standard of section 412 of the Code or section 302 of ERISA; (iv) the filing, pursuant to section 412(c) of the Code or section 302(c) of ERISA, of an application for a waiver of the minimum funding standard with respect to any US Pension Plan; (v) a determination that any Pension Plan is in “at risk” status (within the meaning of section 430 of the Code or section 303 of ERISA); (vi) the provision by the administrator of any Pension Plan pursuant to section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in section 4041(c) of ERISA; (vii) the withdrawal by any Loan Party or any of its respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to any Loan Party or any of their respective ERISA Affiliates pursuant to section 4063 or 4064 of ERISA; (viii) the incurrence by any Loan Party or any of its respective ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan; (ix) the institution by the Pension Benefit Guaranty Corporation (or any successor thereto) of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (x) the imposition of liability on any Loan Party or any of its respective ERISA Affiliates pursuant to section 4062(e) or 4069 of ERISA or by reason of the application of section 4212(c) of ERISA; (xi) the withdrawal of any Loan Party or any of its respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of sections 4203 or 4205 of ERISA, respectively) from any Multiemployer Plan if there is any potential liability therefor; (xii) the receipt by any Loan Party or any of its respective ERISA Affiliates of notice from any Multiemployer Plan (A) concerning the imposition of withdrawal liability, (B) that it is insolvent pursuant to section 4245 of ERISA, (C) that such Multiemployer Plan is in “endangered” or “critical” status (within the meaning of section 432 of the Code or section 305 of ERISA) or (D) that it intends to terminate or has terminated under section 4041A or 4042 of ERISA; or (xiii) the imposition of a Lien pursuant to section 430(k) of the Code or pursuant to ERISA with respect to any Pension Plan.

“Erroneous Payment” has the meaning assigned to it in Section 13.17(1).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 13.17(4).

“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”, “EUR” and “€” mean the lawful currency of any member state of the European Union introduced in accordance with the EMU Legislation.

“Euribor” means, for any Interest Period with respect to any Euribor Loan, (A) the rate of interest appearing on the Refinitiv Page EURIBOR01 (or any successor or substitute page of such service, or any successor such service as determined by the Administrative Agent) as the Euro Interbank Offered Rate for deposits in Euros for a term comparable to such Interest Period at approximately 11:00 a.m. (London time) on the relevant quotation date (but if more than one rate is specified on such page, the rate will be an arithmetic average of all such rates) and (B) if such rate is not available at such time for any reason, then the “Euribor” for such Interest Period shall be determined in accordance with Section 1.17; provided that if Euribor is quoted but there is no such quotation for the elected Interest Period, the Euribor shall be equal to the Interpolated Screen Rate; provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided, further, that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; and if the Euribor shall be less than 0.00% per annum, such rate shall be deemed equal to 0.00% per annum for purposes of this Agreement.

“Euribor Loan” means a Loan that bears interest at a rate based on Euribor.

“Euro Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in Euro as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Euro with Dollars.

“Event of Default” means any of the events specified in Section 12.1.

“Excess Cash Flow” means, for any ECF Period, in respect of the Borrower and its Subsidiaries on a consolidated basis, Consolidated Net Income:

“Excluded Collateral” has the meaning set forth in Section 8.6(a).

“Excluded Perfection Actions” means (i) any action to perfect any pledge, security interest any mortgage by means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s) and jurisdictions, (B) filings in the applicable real estate records with respect to any Material Real Property required to be subject to a Mortgage by the terms hereof or any fixtures relating to such Material Real Property, (C) filings with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, with respect to Intellectual Property to the extent expressly required in the Credit Facility Documents, (D) Mortgages in respect of Material Real Property and (E) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of Equity Interests and instruments, in each case, as expressly required in the Credit Facility Documents, (ii) to enter into any control agreement or similar arrangements with respect to cash and Cash Equivalents, other deposit accounts or securities and commodities accounts, (iii) to enter into an assignment agreement, collateral assignment agreement or other similar security agreement with respect to the rights of any Loan Party under or with respect to the definitive documentation for any Permitted Acquisition or other Permitted Investment or any business interruption insurance policy (provided that the rights and interests of the Loan Parties thereunder, and the security interests of the Administrative Agent therein, shall not constitute Excluded Property or otherwise be excluded from the Collateral, (iv) to obtain or deliver leasehold real property mortgages, landlord lien waivers, estoppels or collateral access agreements, (v) to take any perfection action (other than the actions listed in clauses (i)(A) and (E) above) with respect to assets not located in the United States of any Loan Party (including any Intellectual Property of any Loan Party registered or applied for in any jurisdiction outside the United States) or enter into any security document governed by the Laws of a jurisdiction other than (A) a jurisdiction within the United States or (vi) take any actions to create or perfect any security interests in any Excluded Collateral or to make enforceable any such security interests in such Excluded Collateral; provided that, notwithstanding the foregoing, in the event any Loan Party takes (or is required to take) any action to grant or perfect a Lien to secure obligations under the Senior Secured Notes in any assets, such Loan Party shall also take such action to grant or perfect a Lien in favor of the Collateral Agent to secure the Secured Obligations.

“Excluded Subsidiary” means (a) any Unrestricted Subsidiary, (b) Immaterial Subsidiaries, (c) any Subsidiary prohibited by any applicable contractual requirement permitted under this Agreement or Requirements of Law from guaranteeing or granting Liens to secure the Obligations at the time such Subsidiary becomes a Subsidiary (and for so long as such restriction or any replacement or renewal thereof is in effect), so long as in each case such contractual restrictions have not been entered into in contemplation of such acquisition or designation (and including any requirement to obtain the consent of any governmental authority or third party pursuant to any such contractual requirement referred to in this clause (c)), (d) any Subsidiary that is an “investment company” under the Investment Company Act of 1940 (or would be if it were to provide or maintain a Guarantee), (e) any Foreign Subsidiary, (f) any Domestic Subsidiary of a Foreign Subsidiary that is a CFC whose guarantee would otherwise reasonably be expected to result in a material adverse tax consequence as reasonably determined by the Borrower in consultation with the Administrative Agent, (g) any FSHCO, (h) any not-for-profit Subsidiary or any Subsidiary that is subject to regulation as an insurance company (or any Subsidiary of such Subsidiary), (i) any joint venures or any Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of this Agreement (for so long as such Subsidiary remains a non-Wholly-Owned Subsidiary) and (j) any Subsidiary that the Borrower and the Administrative Agent reasonably agree that the cost (including any tax cost), burden, difficulty or consequence of providing a Guarantee is excessive in relation to the value afforded thereby. Notwithstanding the foregoing, no Senior Note Unsecured Guarantor or Senior Note Secured Guarantor shall constitute an Excluded Subsidiary.

“Excluded Swap Obligations” means, with respect to any Person providing a Guarantee, any Hedging Obligation if, and to the extent that, all or a portion of the Guarantee of such Person of, or the grant by such Person of a Lien to secure, such Hedging Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Person’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Person or the grant of such security interest becomes effective with respect to such Hedging Obligation. If a Hedging Obligation arises under a master agreement governing more than one Hedging Instrument, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for which such Guarantee or Lien is or becomes illegal.

“Excluded Taxes” means, any of the following Taxes imposed on or with respect to the Administrative Agent or any Lender or any other recipient of any payment to be made by or on account of any Obligation or required to be withheld or deducted from a payment to the Administrative Agent or any Lender or any other recipient of any payment to be made by or on account of any Obligation hereunder or under any other Credit Facility Document, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the applicable jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any 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 Requirement of Law in effect on the date on which such Lender (i) acquires such interest in the applicable Commitment, or if such Lender did not fund an applicable Loan pursuant to a prior Commitment, on the date such Lender acquires the applicable interest in such a Loan (other than, in each case, pursuant to an assignment request under Section 11.7) or (ii) designates a new Lending Office, except in each case to the extent that the relevant Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new Lending Office (or assignment), to receive additional amounts from any Loan Party with respect to such withholding Tax pursuant to Section 11.6(1), (c) Taxes attributable to such recipient’s failure to comply with Section 11.6(7) and 11.6(9), and (d) any withholding Tax imposed under FATCA.

“Existing 2027 Senior Secured Notes” means the 7.54% senior secured notes in the principal amount of $150 million due December 31, 2027, which were issued by Borrower on June 25, 2020 and which constitute First Lien Obligations.

“Existing Credit Agreement” means that certain Restated Credit Agreement, dated as of October 5, 2017, among the Borrower, MDA Systems Holdings Ltd., the Administrative Agent, the Collateral Agent, as amended, restated, supplemented or otherwise modified prior to the Closing Date.

“Existing Letters of Credit” means (i) each letter of credit previously issued for the account of the Borrower or any of its Subsidiaries by RBC, Bank of America, N.A. and JPMorgan Chase Bank, N.A. under the Existing Credit Agreement and outstanding on the Closing Date, including those described in Part I of Schedule 10 and (ii) each Existing WF Letter of Credit.

“Existing Security” means all “Security” (as defined in the “Existing Credit Agreement”) previously granted by the Borrower and the existing Guarantors in accordance with the Existing Credit Agreement, and held by Royal Bank in its capacity as Collateral Agent under the Existing Credit Agreement as continuing collateral security for any or all present and future Secured Obligations, as more particularly described in Schedule 18.

“Existing WF Letters of Credit” means each letter of credit previously issued for the account of the Borrower or any of its Subsidiaries by Wells Fargo Bank, N.A. under the Existing Credit Agreement and outstanding on the Closing Date, including those described in Part I of Schedule 10.

“Extending Revolving Lender” has the meaning set forth in Section 2.13(2).

“Extending Revolving Lenders” has the meaning set forth in Section 2.13(2).

“Extending Term Lenders” has the meaning set forth in Section 2.14(2).

“Extension/Incremental/Refinancing Amendment” means any amendment which gives effect to (a) any extension of any Maturity Dates effected pursuant to Section 2.13, 2.14, (b) any Incremental Commitments added pursuant to Section 2.15 or (c) any Permitted Refinancings effected pursuant to Section 2.16.

“Face Amount” means, in respect of a Letter of Credit, the maximum amount that may from time to time be payable to the Beneficiary thereof, and where used in a context referring to more than one Letter of Credit means the aggregate of the Face Amounts thereof.

“Fair Market Value” means with respect to any asset or group of assets on any date of determination, the value of the consideration (as determined in good faith by the Borrower) obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset or group of assets.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (and any amended or successor version described above) and any intergovernmental agreement, treaty or convention among governmental authorities (and related legislation, rules or official administrative guidance) implementing the foregoing.

“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 depositary 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 day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that, if any such rate determined above is less than zero on any day, then such rate shall be deemed to be zero for such day.

“Finance Parties” means, collectively, the Administrative Agent and the Lenders.

“Financial Covenants” means the covenants set forth in Section 10.2(11).

“Financial Quarter” means a period of three consecutive months ending on March 31, June 30, September 30 or December 31, as the case may be.

“Financial Covenant/Term” has the meaning set forth in Section 1.3(2).

“Financial Statements” means the financial statements (including the notes thereto) of the Borrower, which shall be consolidated unless expressly provided otherwise and shall include a balance sheet, a statement of income and retained earnings and a statement of cash flows, together with comparative figures in each case (where a comparative period on an earlier statement exists), all prepared, maintained and stated in accordance with US GAAP applied consistently.

“Financial Year” means a financial year commencing on January 1 of each calendar year and ending on December 31 of such year.

“Financing Lender” has the meaning set forth in Section 2.1(7)(b)(iii).

“First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement, dated as of December 11, 2019, among the Collateral Agent, and Wilmington Trust, National Association, as collateral agent for each series of Senior Secured Notes, and acknowledged by the Grantors party thereto.

“First Lien Net Leverage Ratio” means, on any determination, the ratio of Consolidated Net Debt (other than any portion of Consolidated Net Debt that is unsecured or is secured solely by a Lien that is junior to the Liens securing the Obligations) on such date to Adjusted EBITDA for the most recently ended Test Period.

“First Lien Obligations” means collectively (i) the Obligations and (ii) any Permitted Other Indebtedness Obligations that are (A) secured by Liens on the Collateral that rank on a pari passu basis (but without regard to the control of remedies) with the Liens on the Collateral securing the Secured Obligations and (B) subject to a First Lien Intercreditor Agreement.

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

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to Term SOFR, CDOR, Euribor or Daily Simple SONIA.

“Foreign Ownership, Control or Influence Requirements” means the requirements set forth in (i) the National Industrial Security Program Operating Manual, DoD 5220.22-M, issued by the United States Department of Defense on February 28, 2006, as amended, (ii) any similar or successor Laws or guidance issued by any agency or instrumentality of the United States Federal Government applicable to the Borrower or any of its Subsidiaries in such Person’s capacity as a contractor to the United States Federal Government, and (iii) any foreign ownership, control or influence mitigation or negation arrangements to which the Borrower or any of its Subsidiaries is subject (e.g., a Special Security Agreement).

“Foreign Subsidiary” means Subsidiary which is not a Domestic Subsidiary.

“FSHCO” means any Domestic Subsidiary that owns no material assets (directly or through one or more disregarded entities) other than Equity Interests (including any indebtedness that is treated as equity for U.S. federal income tax purposes) of one or more Foreign Subsidiaries that are CFCs.

“Fund” means any Person (other than a natural Person) that is engaged or advises funds or other investment vehicles that are engaged in making, purchasing, holding, or investing in commercial loans and similar extensions of credit in the ordinary course.

“General Basket Debt” has the meaning set forth in Section 10.2(1)(q).

“GSA” means a general security agreement (or equivalent under applicable Laws) made by any Loan Party in favor of the Collateral Agent granting to the Collateral Agent a security interest over all of its existing and after-acquired personal property of every nature and kind whatsoever, including the Amended and Restated] US Security Agreement.

“Guarantee” means, in respect of any Person, any guarantee, undertaking to assume, endorse, contingently agree to purchase or pay, or to provide funds for the purchase or payment of, or otherwise become liable in respect of, any obligation of any other Person, including the provision of any Lien on the assets of such Person to secure the Debt or other obligation of any other Person; provided that the amount of each Guarantee shall be deemed to be the amount of the obligation guaranteed thereby, unless (i) the Guarantee is limited to a determinable amount in which case the amount of such Guarantee shall be deemed to be the lesser of such determinable amount or the amount of such obligation, or (ii) the Guarantee is provided on a non-recourse or limited recourse basis, in which case the amount of such Guarantee shall be deemed to be the lesser of (x) the fair market value of all property of such Person subject to a Lien securing such Non-Recourse Debt or limited recourse Guarantee (as demonstrated to the Administrative Agent’s reasonable satisfaction), and (y) the amount of the obligation guaranteed by such Guarantee.

“Guarantor” means each Subsidiary (other than an Excluded Subsidiary) that is or becomes a Guarantor pursuant to Sections 10.1(26), (27) or (28), whether existing on the Closing Date or established, created or acquired after the Closing Date, unless and until such time as the respective Subsidiary is released from its obligations in accordance with the terms and provisions hereof or thereof.

“Hazardous Materials” means:

“Hedging Instrument” means:

“Hedging Obligations” means all present and future indebtedness and other liabilities and obligations, whether contingent or absolute, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Borrower or any Subsidiary (whether alone or with another or others and whether as principal or surety) under any one or more existing or future Hedging Instruments where the counterparty is a Lender, any Agent, or any Arranger or an Affiliate of a Lender, any Agent, or any Arranger on the Closing Date at the time such Hedging Instrument is entered into.

“Immaterial Subsidiary” means any Subsidiary that (a) did not, as of the last day of the delivery of the most recent Financial Statements provided to the Administrative Agent, have assets with a value in excess of 2.0% of the Consolidated Total Assets or generate more than 2.0% of Adjusted EBITDA as of such date, and (b) taken together with all such Subsidiaries as of such date, did not have assets with a value in excess of 5.0% of Consolidated Total Assets or generate more than 5.0% Adjusted EBITDA as of such date.

“Increased Amount Date” has the meaning set forth in Section 2.15(4).

“Increased Costs” means any amounts payable by the Borrower to the Administrative Agent or a Lender under any of Sections 3.2(3) and 5.9, Article 11 and Section 14.5.

“Incremental Commitment Request” has the meaning set forth in Section 2.15(1).

“Incremental Commitments” has the meaning set forth in Section 2.15(1).

“Incremental Equivalent Debt” has the meaning set forth in Section 2.15(6).

“Incremental Facility” means any Credit Facility established by Incremental Commitments of the same Class.

“Incremental Facility Limit” has the meaning set forth in Section 2.15(1).

“Incremental Incurrence Test” has the meaning specified in Section 2.15(1).

“Incremental Revolving Facility Commitments” has the meaning set forth in Section 2.15(1).

“Incremental Revolving Lender” has the meaning set forth in Section 2.15(7).

“Incremental Term Commitments” has the meaning set forth in Section 2.15(1).

“Incremental Term Facility” means any Class of Incremental Term Commitments.

“Incremental Term Loans” means any Loans funded pursuant to any Incremental Term Commitments.

“Indemnified Taxes” means (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Credit Facility Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Information” has the meaning set forth in Section 7.18.

“Initial Revolving Facility Commitments” has the meaning set forth in the definition of the term “Revolving Facility Commitments”.

“Initial Term Commitment” means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1 as such Lender’s Initial Term Commitment. The aggregate amount of the Initial Term Commitments as of the Closing Date is $1,500 million.

“Initial Term Facility” means the Credit Facility to be made available by the Initial Term Lenders pursuant to the Initial Term Commitments.

“Initial Term Lender” means a Lender with an Initial Term Commitment or an outstanding Initial Term Loan.

“Initial Term Loan” has the meaning set forth in Section 2.1(1)(b).

“Initial Term Maturity Date” means June 14, 2029 or, if such date is not a Business Day, the immediately preceding Business Day, subject to extension in accordance with Section 2.14; provided that if any New 2027 Senior Secured Notes, together with any refinancing Debt in respect thereof with a maturity date prior to the Term Facility Maturity Date, are outstanding on the date that is 91 days prior to the stated maturity date of the New 2027 Senior Secured Notes or any such refinancing Debt, the Initial Term Maturity Date shall be the stated maturity date of the New 2027 Senior Secured Notes or any such refinancing Debt.

“Initial Term Repayment Amount” has the meaning set forth in Section 2.2(1)(b).

“Initial Term Repayment Date” has the meaning set forth in Section 2.2(1)(b).

“Intellectual Property” means all U.S. intellectual property, including all (a) (i) patents, inventions, processes, developments, technology, and know-how; (ii) copyrights and works of authorship in any media, including graphics, advertising materials, labels, package designs, and photographs; (iii) trademarks, service marks, trade names, brand names, corporate names, domain names, logos, trade dress, and other source indicators, and the goodwill of any business symbolized thereby; and (iv) trade secrets, confidential, proprietary, or non-public information and (b) all registrations, issuances, applications, renewals, extensions, substitutions, continuations, continuations-in-part, divisions, re-issues, re-examinations, foreign counterparts, or similar legal protections related to the foregoing.

“Intercreditor Agreement” means any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement entered into in accordance with this Agreement.

“Interest Coverage Ratio” means, on any date of determination, the ratio of Adjusted EBITDA to Interest Expense for the most recently completed four consecutive Financial Quarters ending on or prior to such date.

“Interest Expense” means, without duplication, in respect of any period and as determined on a consolidated basis for the Borrower and its Subsidiaries in accordance with US GAAP, whether or not capitalized, the sum of:

less:

provided that, (i) for purposes of calculating the denominator of the ratio set forth in Section 10.2(11)(b), interest expense shall be limited to total interest expense on Debt payable in cash (including the interest component under Capital Leases payable in cash), but excluding to the extent included in interest expense, (A) fees and expenses associated with the consummation of the Transaction, (B) annual agency fees paid to the Administrative Agent, (C) costs associated with obtaining Hedging Instruments and any interest expense attributable to the movement of the mark-to-market valuation of obligations under Hedging Instruments or other derivative instruments, and any one-time cash costs associated with breakage in respect of Hedging Instruments for interest rates, (D) fees and expenses associated with any issuance of Equity Interests, Investment or Debt incurrence and (E) any interest component relating to accretion or accrual of discounted liabilities) and (ii) where applicable, such calculation shall be adjusted on a pro forma basis in accordance with Section 1.10.

Notwithstanding the foregoing, (a) Interest Expense for the Fiscal Quarter (i) ended June 30, 2021 shall be deemed to be $46 million, (ii) ended September 30, 2021 shall be deemed to be $15 million, (iii) ended December 31, 2021 shall be deemed to be $45 million and (iv) ended March 31, 2022 shall be deemed to be $15 million and (b) where applicable, Interest Expense (including the amounts set forth in the preceding clause (a)) shall be further adjusted on a pro forma basis in accordance with Section 1.10 with respect to any transaction(s) other than the Transactions.

“Interest Period” means, in respect of each SOFR Loan, CDOR Rate Loan and Euribor Loan, a period of one, three or, except in the case of CDOR Rate Loans, six months, or such shorter period (in each case, subject to the availability thereof), with respect to such SOFR Loan, CDOR Rate Loan or Euribor Loan; provided that (i) the Interest Period shall commence on the date of an advance of or a conversion to a SOFR Loan, CDOR Rate Loan or Euribor Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires; (ii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period with respect to a SOFR Loan, CDOR Rate Loan or Euribor Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; (iii) any Interest Period with respect to a SOFR Loan, CDOR Rate Loan or Euribor Loan that begins on the last Business Day of a calendar month (or on a day for which there is not numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period; (iv) no Interest Period shall extend beyond the Maturity Date for such Class of Loans; and (v) no tenor that has been removed from this definition pursuant to Section 3.4 shall be available for specification in such Accommodation Request or interest election.

“Interpolated Screen Rate” means, in relation to the Euribor, the rate which results from interpolating on a linear basis between: (a) the Euribor for the longest period (for which Euribor) which is less than the Interest Period of that Loan; and (b) the Euribor for the shortest period (for which Euribor is available) which exceeds the Interest Period of that Loan, each as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period of that Loan.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of direct or indirect loans, Guarantees of loans, advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Debt, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with US GAAP. “Investments” shall exclude extensions of trade credit and loans to customers in the ordinary course of business on commercially reasonable terms in accordance with normal trade practices of such Person (including notes receivables received from customers in the ordinary course of business in connection with the provision of satellite construction and related services). If any Loan Party or any Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Borrower will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Borrower’s Investments in such subsidiary that were not sold or disposed of. The acquisition by any Loan Party or any Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by such Loan Party or Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person.

“IOSCO Principles” shall have the meaning set forth in Section 3.4(4).

“IRS” means the United States Internal Revenue Service.

“ISP98” means the International Standby Practices ISP98, as published by the International Chamber of Commerce and in effect from time to time.

“Issuance” means the issuance of one or more Letters of Credit made pursuant to an Issue Notice.

“Issue Date” means any Business Day fixed in accordance with the provisions of this Agreement for an Issuance.

“Issue Notice” means a notice of request for an Issuance in the form of the Issuing Bank’s customary letter of credit application, as defined in Section 5.3(1).

“Issuing Bank” means, with respect to the Revolving Facility, each Revolving Lender identified as an Issuing Bank on Schedule 1 acting through its Lending Office and any other Revolving Lender from time to time designated as an Issuing Bank by the Borrower and the Administrative Agent in writing with the consent of such other Revolving Lender; provided that each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to each Letter of Credit issued by such Affiliate. As of the Closing Date, Royal Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A. are the sole Issuing Banks.

“Judicial Order” has the meaning set forth in Section 5.10(2).

“JV Entity” means any joint venture of the Borrower or any Subsidiary that is not a subsidiary.

“Latest Maturity Date” means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, in each case as extended in accordance with this Agreement from time to time.

“Law” means any law (including common law and the laws of equity), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, official administrative pronouncement, decree or award of any Official Body.

“LCA Election” means Borrower’s election to treat a Permitted Acquisition or other Investment permitted hereunder as a Limited Condition Acquisition.

“LCA Test Date” as defined in Section 1.12.

“Lender Default” means (i) the refusal or failure of any Lender to make available its portion of (x) any Advances or (y) Letter of Credit reimbursement obligations, which refusal or failure is not cured within two Business Days after the date of such refusal or failure, unless (in the case of clause (x)) such Lender notifies the Administrative Agent in writing that such refusal or failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in writing) has not been satisfied, (ii) the failure of any Lender to pay over to the Administrative Agent, the Swingline Lender, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, unless the subject of a good faith dispute, (iii) a Lender has notified, in writing, the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations under this Agreement or has made a public statement to that effect with respect to its funding obligations under this Agreement or a Lender has publicly announced that it does not intend to comply with its funding obligations under other loan agreements, credit agreements or similar facilities generally (unless such writing or public statement relates to such Lender’s obligation to fund an Advance hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in writing or public statement) cannot be satisfied), (iv) a Lender has failed, within three business days, to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply with its funding obligations under this Agreement, (v) a Distressed Person has admitted in writing that it is insolvent or such Distressed Person becomes subject to a Lender-Related Distress Event or (vi) a Lender has become subject to a Bail-In Action.

“Lender Hedge Provider” means any Lender, any Agent or any Arranger, or any of their respective Affiliates (or former Lender, Agent or Arranger, or any of their respective Affiliates) that is owed any Hedging Obligations.

“Lender-Related Distress Event” means, with respect to any Lender or any other Person that directly or indirectly controls such Lender (each, a “Distressed Person”), other than via an Undisclosed Administration, a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver, or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person, or any Person that directly or indirectly controls such Distressed Person, is subject to a forced liquidation or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Official Body having regulatory authority over such Distressed Person to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in any Lender or any Person that directly or indirectly controls such Lender by an Official Body or an instrumentality thereof.

“Lenders” means the Lenders named as “Lenders” on the signature pages hereto and their successors and permitted assigns.

“Lending Office” means, as to each Lender, the office in the United States of America specified as the “Lending Office” of such Lender on Schedule 1 annexed hereto or such other office in the United States of America (or any other country in the case of a Revolving Lender) as such Lender may designate from time to time in accordance with Section 2.1(8).

“Letter of Credit” means a standby letter of credit, a commercial letter of credit (if permitted by the applicable Issuing Bank) or a letter of guarantee (subject to availability), in each case, issued under the Revolving Facility, as the case may be, for a specified amount in Canadian Dollars, US Dollars or (subject to availability) any other currency agreed by the applicable Issuing Bank, at the request and upon the indemnity of the Borrower pursuant to Article 5. Letters of Credit for specified amounts in Canadian Dollars, US Dollars or such other currency are each a “type” of Letter of Credit.

“Letter of Credit Fronting Commitment” means, in respect of any Issuing Bank, the aggregate limit of the Face Amount of Letters of Credit that may be issued by such Issuing Bank on a “fronting basis” under this Agreement and outstanding at any time, as set forth, and opposite such Issuing Bank’s name on Schedule 1 under the caption Letter of Credit Fronting Commitment or as separately agreed between such Issuing Bank and the Borrower and consented to by the Administrative Agent from time to time, as amended or reduced in accordance with this Agreement from time to time.

“Letter of Credit Sublimit” has the meaning set forth in Section 2.1(3)(a).

“Lien” means any mortgage, pledge, lien, hypothecation, security interest or other encumbrance or charge (whether fixed, floating or otherwise) or title retention, any right of set-off (arising with respect to indebtedness for borrowed monies and otherwise than by operation of Law), and any deposit of moneys under any agreement or arrangement whereby such moneys may be withdrawn only upon fulfilment of any condition as to the discharge of any other indebtedness or other obligation to any creditor, or any right of or arrangement of any kind with any creditor to have its claims satisfied prior to other creditors with or from the proceeds of any properties, assets or revenues of any kind now owned or later acquired.

“Limited Condition Acquisition” means any Permitted Acquisition or other Investment permitted hereunder by Borrower or one or more of its Subsidiaries whose consummation is not conditioned on the availability of, or on the obtaining of, third party financing.

“Limited Condition Acquisition Provisions” has the meaning set forth in Section 1.12.

“Loan” means the outstanding principal amount of any Borrowing made by any Lender pursuant to this Agreement.

“Loan Parties” means, collectively, (i) the Borrower and (ii) each Guarantor. For the avoidance of doubt, no Excluded Subsidiary shall be a Loan Party.

“MAE” means:

“Margin Stock” has the meaning assigned to such term in Regulation U.

“Material Real Property” means any fee owned real property or leasehold interest owned by a Loan Party that does not come within the exclusions set forth in Section 8.6.

“Maturity Date” means the Revolving Facility Maturity Date, the maturity or expiration date for any Incremental Revolving Facility Commitments, the Initial Term Maturity Date, the maturity or expiration date for any Incremental Term Commitments, the maturity or expiration date for any extended Term Loan and the Maturity Date of any other Class of Loans or Commitments hereunder, as applicable.

“Maxar Space Real Estate” means any new real property (owned or leased), including any fixed and capital assets and/or fixtures relating thereto acquired following the Closing Date (whether through purchase, lease, construction and/or sale leaseback) and utilized in any portion of the business and operations of the Borrower, any Subsidiary, and/or any JV Entity.

“Maximum Rate” has the meaning assigned to such term in Section 14.17.

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

“Mortgage” means any mortgage, deed of trust or deed to secure debt or similar document made by a Loan Party in favour of the Collateral Agent granting a first-priority (subject only to Permitted Liens) lien and security interest over all real property interests of such Loan Party, as may be amended, amended and restated or otherwise modified from time to time.

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” means, with respect to any Asset Sale Prepayment Event or Casualty Prepayment Event, the proceeds received therefrom in the form of cash or Cash Equivalents, including payments in respect of deferred payment obligations when received in the form of Cash Equivalents, or Equity Interests or other assets when disposed of for cash or Cash Equivalents, received by Borrower or any Subsidiary from such Asset Sale Prepayment Event or Casualty Prepayment Event, net of (a) all reasonable costs and expenses incurred by the applicable Borrower or Subsidiary with respect thereto, (b) all Taxes paid or payable by Borrower or any Subsidiary with respect thereto, (c) any amounts required to be applied to the repayment of Debt (other than any First Lien Obligations or Second Lien Obligations) secured by a Lien on the assets being disposed of in such Asset Sale or other applicable disposition, (d) any reserve established in accordance with US GAAP against any liabilities associated with the property or assets being disposed of as part of the applicable Asset Sale or Casualty Prepayment Event, (e) the amount of any proceeds of such Asset Sale Prepayment Event or Casualty Prepayment Event that the Borrower or any Subsidiary has reinvested or intends to reinvest within the period of 365 days after the occurrence of Asset Sale Prepayment Event or Casualty Prepayment Event (the “Reinvestment Period”) or has entered into a binding commitment prior to the last day of the Reinvestment Period to reinvest in the business of the Borrower or any of the Subsidiaries; provided that in the case of this paragraph (e), any portion of such proceeds that has not been so reinvested within such Reinvestment Period (the “Deferred Net Cash Proceeds”) shall, unless the Borrower or a Subsidiary has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than 180 days following the last day of such Reinvestment Period, (1) be deemed to be Net Cash Proceeds occurring on the last day of such Reinvestment Period or, if later, 180 days after the date the Borrower or such Subsidiary has entered into such binding commitment, as applicable (such last day or 180th day, as applicable, the “Deferred Net Cash Proceeds Payment Date”), and (2) be applied to the repayment of Term Loans in accordance with Section 2.3(1)(a) and (f) in the case of a Casualty Prepayment Event, the proceeds of any business interruption insurance.

“Net Short Lender” means any Lender (other than a Regulated Bank or a Revolving Lender) that, as a result of its interest in any total return swap, total rate of return swap, credit default swap or other derivative contract (other than any such total return swap, total rate of return swap, credit default swap or other derivative contract entered into pursuant to bona fide market making activities), has a net short position with respect to the Loans and/or Commitments.

“New 2027 Senior Secured Notes” means the 7.750% senior secured notes in the principal amount of $500 million due June 15, 2027, to be issued by the Borrower on or about the Closing Date and which constitute First Lien Obligations.

“Regulated Bank” means (x) a banking organization with a consolidated combined capital and surplus of at least $5.0 billion that is (i) a U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board of Governors of the Federal Reserve System under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction or (y) any Affiliate of a Person set forth in clause (x) to the extent that (1) all of the Equity Interests of such Affiliate is directly or indirectly owned by either (I) such Person set forth in clause (x) or (II) a parent entity that also owns, directly or indirectly, all of the Equity Interests of such Person set forth in clause (x) and (2) such Affiliate is a securities broker or dealer registered with the Securities Exchange Commission under Section 15 of the Exchange Act.

“Non-Extending Revolving Lender” has the meaning set forth in Section 2.13(4).

“Non-Extending Term Lender” has the meaning set forth in Section 2.14(4).

“Non-Loan Party” means any Subsidiary of the Borrower that is not a Loan Party.

“Non-Recourse Debt” means Debt as to which:

“Non-U.S. Person” means any Person that is not a U.S. Person.

“Notice” means an Accommodation Request or an Issue Notice.

“Obligations” means (x) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or other Subsidiary arising under any Credit Facility Document or otherwise with respect to any Loan or Letter of Credit, 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, fees and expenses that accrue after the commencement by or against any Loan Party or any other Subsidiary of any bankruptcy or insolvency proceeding naming such Person as the debtor in such proceeding, regardless of whether such interest, fees and expenses are allowed claims in such proceeding, (y) Hedging Obligations (other than any Excluded Swap Obligations) and (z) Cash Management Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Credit Facility Documents (and of any of their Subsidiaries to the extent they have obligations under the Credit Facility Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, attorney costs, indemnities and other amounts, in each case, payable by any Loan Party or any other Subsidiary under any Credit Facility Document and (b) the obligation of any Loan Party or any other Subsidiary to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Official Body” means any government (including any federal, provincial, state, territorial, municipal or local government) or political subdivision or any agency, authority, bureau, regulatory or administrative authority, central bank, monetary authority, commission, department or instrumentality thereof, or any court, tribunal, judicial entity, or arbitrator, whether foreign or domestic. For clarity, “Official Body” includes the European Union.

“OID” means original issue discount.

“Ordinary Course Debt” means (i) Debt which may be deemed to exist pursuant to any guaranties, performance, bid, surety, indemnity, warranty, refund, statutory, appeal bonds or similar obligations (including in connection with workers’ compensation, health, disability or other employee benefit, environmental remediation and other environmental matters and obligations in connection with insurance or similar requirements) or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto incurred in the ordinary course of business (and, in any event, not in respect of other Debt for borrowed money), (ii) Debt arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of Borrower or any of its Subsidiaries pursuant to such agreements, in connection with Investments or dispositions permitted by this Agreement; (iii) Debt representing deferred compensation to employees of Borrower and its Subsidiaries incurred in the ordinary course of business; (iv) Debt in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, customs, Taxes and other similar tax guarantees, in each case incurred in the ordinary course of business and not in connection with the borrowing of money; (v) Debt arising from the endorsement of instruments in the ordinary course of business; (vi) Debt supported by a Letter of Credit in a principal amount not to exceed such Letter of Credit; and (vii) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within ten Business Days of incurrence.

“Organization Documents” means (a) with respect to any corporation or company, the certificate or articles of incorporation, the memorandum and articles of association, any certificates of change of name and/or the bylaws; (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, declaration, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable governmental authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Facility Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 11.6(2)).

“Participant” has the meaning set forth in Section 14.8(7).

“Participant Register” has the meaning set forth in Section 14.8(8).

“PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)) of the United States.

“Payment Account” means:

or such other places or accounts as may be agreed by the Administrative Agent and the Borrower from time to time and notified to the Lenders.

“Payment Notice” has the meaning assigned to it in Section 13.17(2).

“Payment Recipient” has the meaning assigned to it in Section 13.17(1).

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA and is sponsored or maintained by any Loan Party or any of its respective ERISA Affiliates or to which any Loan Party or any of its respective ERISA Affiliates contributes or has an obligation to contribute.

“Perfection Certificate” means the Perfection Certificate dated June 14, 2022, exected by each Loan Party and delivered to the Administrative Agent pursuant to Section 6.1(13).

“Permit” means any permit, licence, approval, consent, order, right, certificate, judgment, writ, injunction, award, determination, direction, decree, authorization, franchise, privilege, grant, waiver, exemption and other similar concession or by-law, rule or regulation of, by or from any Official Body.

“Permitted Acquisition” means an Acquisition by the Borrower or any Subsidiary so long as

“Permitted Debt” has the meaning set forth in Section 10.2(1).

“Permitted Disposition” means any of the following dispositions:

“Permitted Investments” means, without duplication:

provided that at the time any of the foregoing Investments pursuant to paragraph (d), (i), (o) or (p) are made, no Event of Default has occurred and is continuing.

“Permitted Liens” means, in respect of the Borrower or any Subsidiary at any time, any one or more of the following:

and any right or refund, set-off or charge-back available to any bank or other financial institution (including under any consolidated banking, mirrored account or similar arrangement);

“Permitted Other Indebtedness” means senior or subordinated Debt (which Debt may be (i) unsecured, (ii) First Lien Obligations or (iii) Second Lien Obligations, in each case issued or incurred by the Borrower or any Subsidiary, (a) the terms of which do not provide for any scheduled repayment, mandatory repayment, or redemption or sinking fund obligations prior to, at the time of incurrence, the Latest Maturity Date (other than, in each case, customary prepayments, commitment reductions, repurchases, redemptions, defeasances or satisfactions and discharges, or offers to prepay, reduce, redeem, repurchase, defease or satisfy and discharge upon, a change of control, asset sale event or casualty or condemnation event, or on account of the accumulation of excess cash flow (in the case of loans or commitments), and customary acceleration rights after an event of default), and (b) that, if secured, is not secured by a Lien on any assets of the Borrower or any Subsidiary other than the Collateral.

“Permitted Other Indebtedness Documents” means any document or instrument (including any Guarantee, security agreement, or mortgage issued or executed and delivered with respect to any Permitted Other Indebtedness by the Borrower or any Subsidiary.

“Permitted Other Indebtedness Obligations” means, if any Permitted Other Indebtedness is issued or incurred, all advances to, and debts, liabilities, obligations, covenants, and duties of, the Borrower or any Subsidiary arising under any Permitted Other Indebtedness Document, 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 the Borrower or any Subsidiary or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Permitted Other Indebtedness Obligations of the applicable Borrower or Subsidiary under the Permitted Other Indebtedness Documents include the obligation (including guarantee obligations) to pay principal, interest, charges, expenses, fees, attorney costs, indemnities, and other amounts payable by any such Borrower or Subsidiary under any Permitted Other Indebtedness Document.

“Permitted Other Indebtedness Secured Parties” means the holders from time to time of secured Permitted Other Indebtedness Obligations (and any representative on their behalf).

“Permitted Refinancings” has the meaning set forth in Section 2.16(1).

“Permitted Tax Restructuring” means any reorganizations, transactions and other activities related to tax planning and tax reorganization (as determined by the Borrower in good faith) entered into on or after the Closing Date so long as such Permitted Tax Restructuring does not materially impair the Guarantees or the Security and is otherwise not materially adverse to the Lenders and after giving effect to such Permitted Tax Restructuring, the Borrower and its Subsidiaries otherwise comply with Sections 10.1(26), (27) and (28).

“Person” includes an individual, partnership, body corporate, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture and other entity and any Official Body.

“Platform” has the meaning set forth in Section 14.3(6).

“Prepayment Event” means any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event or Casualty Prepayment Event.

“Principal Outstanding” means, at any time, the amount equal to:

“pro forma basis”, “pro forma compliance” and “pro forma effect” means, for the purposes of calculating any test, financial ratio or covenant hereunder, calculations made subject to such pro forma and other adjustments as are appropriate and consistent with Section 1.10.

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

“Purchase Money Mortgage” means any Lien given (whether or not to the transferor), assumed or arising by operation of Law to provide or secure or to provide the obligor with funds to pay the whole or any part of the consideration for the acquisition or costs of construction or improvement of property where:

and includes the renewal, extension or refinancing of any such Lien upon the same property by a Purchase Money Obligation; provided that the Debt secured thereby and the property subject to such Lien are not increased thereby (other than with respect to improvements created or constructed thereon and the proceeds thereof), but does not include a Capital Lease or an operating lease.

“Purchase Money Obligation” means any monetary obligation created or assumed as part of the purchase price of property or assets, whether or not secured; provided that any Lien incurred in respect of such obligation shall not extend to any property or assets other than the property or assets acquired in connection with which such obligation was created or assumed and fixed improvements, if any, erected or constructed thereon and the proceeds thereof.

“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).

“QFC Credit Support” has the meaning set forth in Section 14.18.

“Qualified ECP Guarantor” means, in respect of any ECP Swap Obligation, each Guarantor that has total assets exceeding $10 million at the time the relevant Credit Facilities Guarantee or grant of the relevant Lien becomes effective with respect to such ECP Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interests” means any Equity Interests of the Borrower other than Disqualified Equity Interests.

“Rateable Portion” means, as to any Lender, the percentage which:

then constitutes of:

“Rating” means a rating assigned to the senior unsecured debt of the Borrower by Moody’s or S&P.

“Receivables Assets” means (a) any right to payment (including accounts receivable) created by or arising from sales of goods, lease of goods or the rendition of services rendered no matter how evidenced whether or not earned by performance (whether constituting accounts, general intangibles, chattel paper or otherwise) and (b) all collateral securing such right to payment, all contracts and contract rights, guarantees or other obligations in respect of such right to payment, all records with respect to such right to payment and any other assets customarily transferred together with accounts receivable in connection with a non-recourse accounts receivable factoring arrangement.

“receiver” includes a receiver, receiver/manager and receiver and manager.

“Refinancing” means the refinancing or repayment in full of outstanding terms loans and replacing the existing revolving commitments under the Existing Credit Agreement and redemption in full of all outstanding 2023 Senior Secured Notes.

“Refinancing Debt” means Debt issued or incurred (including by means of the extension or renewal of existing Debt) to extend, renew, refinance, replace, defease or refund, or in exchange for existing Debt; provided that (a) the principal amount (or accreted value, if applicable) thereof (less any original issue discount, if applicable) does not exceed the principal amount (or accreted value, if applicable) of the Debt so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and discounts, commissions and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Debt being modified, refinanced, refunded, renewed or extended, (c) if the Debt being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Debt being modified, refinanced, refunded, renewed or extended, taken as a whole and, (d) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor on the Debt being modified, refinanced, refunded, renewed or extended, and such new or additional obligors as are or become Guarantors in accordance with Section 10.1(28) and with respect to subordinated Debt the obligations of such obligors shall be subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in documentation governing the Debt, taken as a whole, (e) if the Debt being modified, refinanced, refunded, renewed or extended is secured by a Lien that ranks junior to Liens securing the Obligations, the Liens securing such Refinancing Debt, if secured, rank junior to the Liens securing the Obligations, as the case may be, and are subordinated on terms at least as favorable to the holders of the Obligations, as the case may be, as those contained in the documentation governing the Debt being modified, refinanced, refunded, renewed or extended, and (f) if the Debt being modified, refunded, renewed or extended is unsecured, the Refinancing Debt is unsecured.

“Refinancing Facilities” has the meaning set forth in Section 2.16(1).

“Refinancing Notes” has the meaning set forth in Section 2.16(1).

“Refinancing Revolving Facility” has the meaning set forth in Section 2.16(1).

“Refinancing Term Facility” has the meaning set forth in Section 2.16(1).

“Regulation T” means Regulation T of the Board. “Regulation U” means Regulation U of the Board. “Regulation X” means Regulation X of the Board.

“Reinvestment Period” has the meaning set forth in the definition of “Net Cash Proceeds”.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” means releasing, spilling, depositing, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing dumping or migrating (including permitting any of the foregoing to occur) of any Hazardous Materials to the environment, including the movement of any Hazardous Materials through the air, soil, surface water or groundwater.

“Required Lenders” means, at any date, Lenders (other than Defaulting Lenders) having or holding at least a majority of the aggregate of the sum of (i) unused Commitments under all Credit Facilities and (ii) the Principal Outstanding of all Loans outstanding under all Credit Facilities, excluding in each case the unused Commitment(s) and Principal Outstanding of any Defaulting Lenders.

“Required Revolving Lenders” means, at any date, (i) Revolving Lenders (other than Defaulting Lenders) having or holding at least a majority of the aggregate of the Commitments under the Revolving Facility, excluding the Commitment(s) of any Defaulting Lenders or (ii) if the above Commitments have been terminated, Revolving Lenders (other than Defaulting Lenders) having or holding a majority of the aggregate of the Principal Outstanding under the Revolving Facility, excluding in each case the unused Commitment(s) and Principal Outstanding of any Defaulting Lenders.

“Requirements of Law” means, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person and any Law, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

“Reserved Funds” means for any Financial Year of the Borrower, amounts not expended during such Financial Year, but designated by Borrower as committed or projected to be paid within 18 months after the end thereof, in each case in respect of one or more Capital Expenditures, Investments or Permitted Acquisitions (collectively, a “Permitted Reserved Funds Use”); provided that as of any date of determination of Excess Cash Flow, the Borrower or one or more of its Subsidiaries has either (a) entered into a legally binding commitment to expend such funds on such Permitted Reserved Funds Use or (b) deposited such funds into a segregated account identified as the “Reserved Funds Account” to, and maintained with, the Administrative Agent. Any amounts designated as Reserved Funds may, to the extent no longer held or being used for a Permitted Reserved Funds Use, be re-designated by a Senior Officer of the Borrower to the Administrative Agent, as no longer being Reserved Funds.

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

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Payments” has the meaning set forth in Section 10.2(9).

“Restricted Subsidiary” means each Subsidiary of the Borrower other than the Unrestricted Subsidiaries.

“Retained Declined Proceeds” has the meaning set forth in Section 2.3(3).

“Revaluation Date” means, (a) with respect to any Loan, each of the following: (i) each date of an Advance of a Euribor Loans denominated in a currency other than US Dollars, (ii) each date of a continuation of a Euribor Loan denominated in a currency other than US Dollars, (iii) with respect to calculations of the US Dollar Equivalent Amount, each date a payment is made in US Dollars in lieu of a currency other than US Dollars, and (iv) such additional dates as the Administrative Agent or the Revolving Lenders shall determine or the Required Lenders shall require and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative L/C Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by an L/C Issuer under any Letter of Credit denominated in an Alternative L/C Currency and (iv) such additional dates as the Administrative Agent or the applicable L/C Issuers shall determine or the Required Lenders shall require.

“Revolving Facility” means the Credit Facility to be made available by the Revolving Lenders pursuant to the Revolving Facility Commitments.

“Revolving Facility Commitment” means, as to each Revolving Lender, its obligation to make Revolving Facility Loans to the Borrower pursuant to Section 2.1(1)(a), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1 under the caption Revolving Facility Commitment or in the Assignment and Acceptance 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 and shall include, if applicable, such Revolving Lender’s Incremental Revolving Facility Commitment. The aggregate Revolving Facility Commitments of all Revolving Lenders shall be $500 million on the Closing Date (the “Initial Revolving Facility Commitments”), as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Revolving Facility Extension Election” has the meaning set forth in Section 2.13(2).

“Revolving Facility Extension Request” has the meaning set forth in Section 2.13(1).

“Revolving Facility Loan” has the meaning set forth in Section 2.1(1)(a).

“Revolving Facility Maturity Date” means June 14, 2027 or, if such day is not a Business Day, the immediately preceding Business Day, subject to extension in accordance with Section 2.13; provided that if any New 2027 Senior Secured Notes, together with any refinancing Debt in respect thereof with a maturity date prior to the date that is 91 days after the Revolving Facility Maturity Date, are outstanding on the date that is 91 days prior to the stated maturity date of the New 2027 Senior Secured Notes or any such refinancing Debt (the “Revolving Facility Springing Maturity Date”), the Revolving Facility Maturity Date shall be the Revolving Facility Springing Maturity Date.

“Revolving Facility Springing Maturity Date” has the meaning set forth in the definition of Revolving Facility Maturity Date.

“Revolving Lenders” means the Lenders providing Revolving Facility Commitments and their respective successors and permitted assigns.

“Rollover” means, in respect of a SOFR Loan, CDOR Rate Loan or Euribor Loan, the continuation thereof or any portion thereof for a succeeding Interest Period,

“Royal Bank” means Royal Bank of Canada, a Canadian chartered bank.

“S&P” means S&P Global Ratings, a division of S&P Global, Inc., and its successors and assigns.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions, which as of the date of this Agreement consist of Cuba, Iran, North Korea, Syria and the Crimea and Donbas Regions of Ukraine (including Donetsk and Luhansk).

“Sanctioned Person” means, at any time, (i) any Person listed on any Sanctions-related list of designated Persons maintained by any Sanctions Authority or otherwise the target of Sanctions, (ii) any Person controlled by a Person in clause (i), and (iii) any Person located, organized, or resident in a Sanctioned Country.

“Sanctions” means the economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by a Sanctions Authority that are applicable to the Borrower or any of its Subsidiaries.

“Sanctions Authority” means any of: (i) the Canadian government; (ii) the United States government; (iii) the United Nations Security Council (to the extent it would not violate applicable Law in Canada); (iv) the European Union or any of its member states; (v) the United Kingdom; or (vi) the respective governmental institutions, departments and agencies of any of the foregoing, including OFAC and the United States Department of State; and “Sanctions Authorities” means all of the foregoing, collectively.

“Second Lien Intercreditor Agreement” means a first lien/second lien intercreditor agreement substantially in the form of Schedule 14 (with such changes to such form as may be reasonably acceptable to the Administrative Agent, the Collateral Agent and the Borrower) among the Administrative Agent, the Collateral Agent and the representatives for purposes thereof for any other Permitted Other Indebtedness Secured Parties that are holders of Permitted Other Indebtedness Obligations having Liens on the Collateral ranking junior to the Liens on the Collateral securing the Secured Obligations.

“Second Lien Obligations” means any Permitted Other Indebtedness Obligations that are (i) secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Secured Obligations and (ii) subject to a Second Lien Intercreditor Agreement.

“Secured Consolidated Debt” means Consolidated Net Debt secured by a Lien on property or assets of the Borrower and its Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Debt secured thereby).

“Secured Net Leverage Ratio” means, on any determination, the ratio of Secured Consolidated Debt on such date to Adjusted EBITDA for the most recently completed Test Period.

“Secured Obligations” means collectively:

“Secured Parties” means the Agents, the Lenders, the Lender Hedge Providers and the Cash Managers.

“Secured Ratio Debt” has the meaning set forth in Section 10.2(1)(d).

“Security” means all items of security given to the Collateral Agent or any of the other Secured Parties at any time and from time to time to secure any of the Secured Obligations, including the Existing Security.

“Security Documents” means the GSA, the Mortgages, intellectual property security agreements and each other security agreement or pledge agreement executed and delivered pursuant to Sections 8.1, 8.3, 8.4, 8.5 or 10.1(28) or to secure any of the Secured Obligations.

“Senior Officer” means, in respect of a corporation, the president or chief executive officer, the chief financial officer, the chief legal officer, an executive vice-president, the director of finance, the controller, the secretary, the treasurer or such other officer as the Administrative Agent may agree to.

“Senior Secured Notes” means, collectively, the the Existing 2027 Senior Secured Notes and the New 2027 Senior Secured Notes.

“SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “ABR”.

“Solvent” ” means, with respect to any Person as of any date of determination, that, on such date, (a) the sum of the debt (including “contingent liabilities”) of such Person does not exceed the present fair saleable value (calculated on a going concern basis) of the present assets of such Person, (b) the capital of such Person is not unreasonably small in relation to its business as contemplated on such date and (c) such Person has not incurred and does not intend to incur, or believe that it will incur, debts, including current obligations, beyond its ability to pay such debts as they become due in the ordinary course of business. For purposes of this defined term, the amount of “contingent liabilities” shall be computed as the amount that, in light of all of the facts and circumstances existing as of such date of determination, represents the amount that can reasonably be expected to become an actual or matured liability.

“SONIA” means, with respect to any SONIA Business Day, a rate per annum equal to the Sterling Overnight Index Average for such SONIA Business Day.

“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“SONIA Business Day” means, for any principal, interest, fees, commissions or other amounts denominated in British Pounds Sterling or calculated with respect thereto, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London.

“SONIA Interest Day” has the meaning specified in the definition of “Daily Simple SONIA.”

“SONIA Loan” means a Loan that bears interest at a rate based on Daily Simple SONIA.

“Specified Event of Default” means an Event of Default pursuant to Section 12.1(1) (solely with respect to principal and interest payments), or 12.1(8) (solely with respect to the Borrower) or 12.1(9) (solely with respect to the Borrower).

“Specified Representations” means the representations and warranties with respect to the Borrower and Guarantors only set forth in Sections 7.1 (limited in the case of good standing to the jurisdiction of the Borrower and each Guarantor organized under the laws of Canada, the United States, or any Province, State or Territory thereof), 7.2, 7.3, 7.4 (in the case of such Sections 7.2, 7.3 and 7.4, to the extent they relate to the execution, delivery, performance of the Credit Facility Documents), 7.5(a)(i) (as the constitutional documents referred to therein relate to the execution, delivery and performance of the Credit Facility Documents), 7.23, 7.24, 7.25, 7.26, 7.27 and 7.28.

“Specified Transaction” means any acquisitions, dispositions, similar permitted Investments, mergers, consolidations, liquidations and/or dissolutions (including, for the avoidance of doubt, transactions occurring prior to the Closing Date), any issuance, incurrence, assumption or permanent repayment of indebtedness (including indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which the financial effect is being calculated) and all sales, transfers and other dispositions (including by division) or discontinuance of any subsidiary, line of business or division, restructurings, cost savings initiatives and other initiatives, any Restricted Payment, any Subsidiary designation, or any other event that by the terms of the Credit Facility Documents requires pro forma compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a pro forma basis after giving pro forma effect thereto.

“Spot Rate” means, means on any day, (a) for purposes of determining the US Dollar Equivalent Amount of any currency other than Dollars pursuant to Section 1.15(1), the rate determined by the Administrative Agent or the Issuing Bank, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the Issuing Bank may obtain such spot rate from another financial institution designated by the Administrative Agent or the Issuing Bank if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided, further, that the Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative L/C Currency and (b) for purposes of determining the Equivalent Amount of US Dollars of any currency other than Dollars pursuant to Section 1.15(2), the rate at which such other currency may be exchanged into Dollars at the time of determination on such day as set forth on the Refinitiv WRLD Page for such currency. In the event that such rate does not appear on any Refinitiv WRLD Page, the Spot Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower or, in the absence of such an agreement, as determined in accordance with clause (a).

“Subordinated Debt” means Debt incurred by a Loan Party that is subordinated in right of payment to the prior payment of all Obligations of such Loan Party under the Credit Facility Documents.

“Subordinated Debt Documents” means any agreement, indenture or instrument pursuant to which any Subordinated Debt is issued, in each case as amended to the extent permitted under the Credit Facility Documents.

“subsidiary” means, at any time in respect of a Person, any corporation or other entity which securities or other Equity Interests representing more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, controlled or held by such Person, and includes for greater certainty successive Subsidiaries of such Subsidiary.

“Subsidiary” means, unless the context otherwise requires, a subsidiary of the Borrower. Notwithstanding the foregoing (and except for purposes of the definition of “Unrestricted Subsidiary” contained herein), an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of the Borrower or any of its Subsidiaries for purposes of the Credit Facilities Documents.

“Successor Borrower” has the meaning set forth in Section 10.2(3)(d).

“Supported QFC” has the meaning set forth in Section 14.18.

“Swingline Advance” has the meaning set forth in Section 2.1(6).

“Swingline Lender” means Royal Bank, or any other Revolving Lender designated as a Swingline Lender by the Borrower and the Administrative Agent in writing from time to time with the consent of such other Revolving Lender.

“Taking” means the expropriation, condemnation or taking by eminent domain or similar authority, or by any proceeding or purchase in lieu or anticipation thereof, of any of the Collateral or any right, title or interest therein by any Official Body.

“Target Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments in Euro.

“Taxes” means all present and future taxes, levies, imposts, stamp taxes, duties, fees, deductions, withholdings (including backup withholding), assessments, fees or other charges which are imposed, levied, collected, withheld or assessed by any country, political subdivision or taxing authority thereof, together with interest thereon and additions to tax and penalties with respect thereto, if any, and “Tax” shall be construed accordingly.

“Term Commitment” means, with respect to a Lender, such Lender’s Initial Term Commitment (if any) and, if applicable, such Lender’s Incremental Term Commitment.

“Term Election Date” has the meaning set forth in Section 2.14(2).

“Term Facilities” means, collectively, the Initial Term Facility and any Incremental Term Facility, and “Term Facility” means any of them.

“Term Facility Extension Election” has the meaning set forth in Section 2.14(2).

“Term Facility Extension Request” has the meaning set forth in Section 2.14(1).

“Term Lenders” means the Lenders providing Term Commitments or holding Term Loans and their respective successors and permitted assigns.

“Term Loans” means Loans under the Term Facilities.

“Term SOFR” means, for any Interest Period for a SOFR Loan, the greater of (a) the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator and (b) (i) in the case of the Initial Term Facility, 0.50% and (ii) in the case of the Revolving Facility, 0.00%; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Term SOFR Adjustment” means, with respect to Term SOFR, 0.10% (10 basis points) for an Interest Period of one-month’s duration, 0.15% (15 basis points) for an Interest Period of three-month’s duration and 0.25% (25 basis points) for an Interest Period of six-months’ duration.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its reasonable discretion).

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Test Period” means, for any determination under this Agreement, the four consecutive fiscal quarters of the Borrower most recently ended on or prior to such date of determination and for which financial statements shall have been delivered (or were required to be delivered) to the Administrative Agent.

“this Agreement”, “herein”, “hereof”, “hereto” and “hereunder” and similar expressions mean and refer to this credit agreement, as further supplemented or amended and not to any particular Article, Section, paragraph, Schedule or other portion hereof; and the expressions “Article”, “Section”, “paragraph” and “Schedule” followed by a number or letter mean and refer to the specified Article, Section, paragraph or Schedule of this Agreement.

“Threshold Amount” means the greater of (i) $100 million (or the Equivalent Amount in any other currency) and (y) 18.8% of Adjusted EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis).

“Total Initial Term Commitments” means the sum of the Initial Term Commitments of all Lenders.

“Total Revolving Facility Commitments” means the sum of the Revolving Facility Commitments of all Lenders.

“Transactions” means, collectively, the entry into of the Credit Facility Documents contemplated by Section 6.1, the Refinancing, the issuance by the Borrower of the New 2027 Senior Secured Notes on or about the Closing Date and the payment of all fees and expenses incurred in connection with the foregoing.

“Transformative Acquisition” means any acquisition or investment by the Borrower or any Subsidiary that is either (a) not permitted hereunder immediately prior to the consummation of such acquisition or (b) if permitted by the terms hereunder immediately prior to the consummation of such acquisition or investment, this Agreement would not provide the Borrower and its Subsidiaries with adequate flexibility for the continuation and/or expansion of their combined operations following such consummation or acquisition, as determined by the Borrower acting in good faith.

“Type” means as to any Loan, its nature as an ABR Loan or a SOFR Loan.

“UCC” means, as the context requires in respect of an asset or jurisdiction, the Uniform Commercial Code applicable to any security interest granted in such asset or otherwise applicable in such jurisdiction.

“UK Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain Affiliates of such credit institutions or investment firms.

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

“Undisclosed Administration” means, in relation to a Lender or any other Person that directly or indirectly controls such Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other appointment of a similar official by a supervisory authority or regulator under or based on the Law in the country where such Lender or such other Person is subject to home jurisdiction supervision if applicable Law requires that such appointment is not to be publicly disclosed.

“Uniform Customs” means the Uniform Customs and Practice for Documentary Credits, as published by the International Chamber of Commerce and in effect from time to time.

“Unrestricted Incremental Amount” means, with respect to the incurrence or issuance of Incremental Facilities, or Incremental Equivalent Debt, Secured Ratio Debt or Unsecured Ratio Debt, an amount not to exceed the greater of (i) $265.5 million and (y) 50% of Adjusted EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis), less the aggregate amount of all such incurrences or issuances after the Closing Date in reliance on the Unrestricted Incremental Amount.

“Unrestricted Subsidiary” means (i) each Subsidiary of the Borrower listed on Schedule 13, (ii) any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary pursuant to Section Section 10.1(22) subsequent to the date hereof and (iii) any Subsidiary of an Unrestricted Subsidiary. For the avoidance of doubt, the Borrower may not be designated as an Unrestricted Subsidiary.

“Unsecured Ratio Debt” has the meaning set forth in Section 10.2(1)(e).

“US$ Equivalent Principal Outstanding” means, at any time with respect to a Credit Facility, the amount equal to:

in each case calculated and expressed in US Dollars, with each obligation in Canadian Dollars or any other currency converted for purposes of such calculation into the Equivalent Amount in US Dollars.

“US Dollars”, “United States Dollars” and “US$” each mean lawful money of the United States of America in same day immediately available funds or, if such funds are not available, the form of money of the United States of America that is customarily used in the settlement of international banking transactions on the day payment is due hereunder.

“US GAAP” means, in relation to any Person at any time, those generally accepted accounting principles and practices which are recognized as such by the American Institute of Certified Public Accountants acting through its Accounting Principles Board or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof in effect at such time. Notwithstanding any other provision contained herein, (x) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (a) any election under Financial Accounting Standards Board Accounting Standards Codification No. 825—Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Debt of Borrower or any Subsidiary at “fair value” as defined therein and (b) the effects of Accounting Standards Codification Topic 815, Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of indebtedness for any purpose hereunder as a result of accounting for any embedded derivatives created by the terms of such indebtedness and (y) any lease that is treated as an operating lease for purposes of GAAP as of December 31, 2018 shall be treated as an operating lease (and any future lease, if it were in effect on December 31, 2018, that would be treated as an operating lease for purposes of US GAAP as of December 31, 2018 shall be treated as an operating lease), in each case for purposes of this Agreement, notwithstanding any change in, or required implementation of, US GAAP after the Closing Date.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S.-Owned Assets” means assets owned by the United States Department of Defense or any other agency of the United States government, and any assets that are qualified as classified assets by any applicable Laws of the United States of America.

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

“U.S. Special Resolution Regime” has the meaning set forth in Section 14.18.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 11.6(7)(c).

“Voluntary Prepayment Amount” has the meaning set forth in Section 2.15(1).

“Wholly-Owned Subsidiary” means a Subsidiary of the Borrower, all of the Equity Interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Borrower and the Borrower’s other Wholly-Owned Subsidiaries at such time.

“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..

“Yield Differential” has the meaning set forth in Section 2.15(4).

(1)            Inclusion Rules. In this Agreement, in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

(2)            Days Rule. Where in this Agreement a notice must be given a number of days prior to a specified action, the day on which such notice is given shall be included and the day of the specified action shall be excluded.

(1)            All accounting terms not specifically defined herein shall be construed, and resulting calculations and determinations made, in accordance with US GAAP consistently applied.

(2)            If the Borrower or any of its Subsidiaries adopts a material change in an accounting policy in response to a change in US GAAP or in order to more appropriately present events or transactions in its financial statements and either such event would cause an amount required to be determined for the purposes of the Financial Covenants or any financial term used in this Agreement (each a “Financial Covenant/Term”) to be materially different than the amount that would be determined without giving effect to such change, the Borrower shall notify the Administrative Agent of such change (an “Accounting Change”). Such notice (an “Accounting Change Notice”) shall describe the nature of the Accounting Change, its effect on the current and immediately prior year’s financial statements in accordance with US GAAP and state whether the Borrower desires to revise the method of calculating one or more of the Financial Covenants/Terms (including the revision of any of the defined terms used in the determination of such Financial/Covenant Term) in order that amounts determined after giving effect to such Accounting Change and the revised method of calculating such Financial Covenant/Term will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating such Financial Covenant/Term. The Accounting Change Notice shall be delivered to the Administrative Agent within 60 days after the end of the Financial Quarter in which the Accounting Change is implemented or, if such Accounting Change is implemented in the fourth Financial Quarter or in respect of an entire Financial Year, within 120 days after the end of such period. In connection with any Accounting Change Notice, the Borrower shall forthwith provide to the Administrative Agent any additional information regarding the Accounting Change as the Administrative Agent shall reasonably request.

(3)            If, pursuant to the Accounting Change Notice, the Borrower does not indicate it desires to revise the method of calculating one or more of the Financial Covenants/Terms, the Required Lenders may within 30 days after receipt of the Accounting Change Notice notify the Borrower that they wish to revise the method of calculating one or more of the Financial Covenants/Terms that has been affected by the Accounting Change in the manner described above.

(4)            If either the Borrower or the Required Lenders so indicate that they wish to revise the method of calculating one or more of the Financial Covenants/Terms, the Borrower and the Required Lenders shall in good faith attempt to agree on a revised method of calculating such Financial Covenants/Terms so as to reflect equitably such Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall be substantially the same after such Accounting Change as if such Accounting Change had not been made. Until the Borrower and the Required Lenders have reached agreement in writing on such revised method of calculation, all amounts to be determined hereunder shall continue to be determined without giving effect to the Accounting Change. For greater certainty, if no notice of a desire to revise the method of calculating the Financial Covenants/Terms in respect of an Accounting Change is given by either the Borrower or the Required Lenders within the applicable time period described above, then the method of calculating the Financial Covenants/Terms shall not be revised in response to such Accounting Change and all amounts to be determined pursuant to the Financial Covenants/Terms shall be determined after giving effect to such Accounting Change.

(5)            If a Compliance Certificate is delivered under Section 10.1(8)(c) in respect of a Financial Quarter or Financial Year in which an Accounting Change is implemented without giving effect to any revised method of calculating any of the Financial Covenants/Terms, and subsequently, as provided above, the method of calculating one or more of the Financial Covenants/Terms is revised in response to such Accounting Change, or the amounts to be determined pursuant to any of the Financial Covenants/Terms are to be determined without giving effect to such Accounting Change, the Borrower shall deliver a revised Compliance Certificate. Any Event of Default which arises as a result of the Accounting Change and which is cured by this Section 1.3(5) shall be deemed to have never occurred.

Schedules 1 to 18 annexed hereto shall, for all purposes hereof, form an integral part of this Agreement.

As used herein, each gender shall include all genders, and the singular shall include the plural and the plural the singular, as the context shall require.

The words “including” and “includes”, when either follows any general term or statement, is not to be construed as limiting the general term or statement to the specific terms or matters set forth immediately following such word or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement.

In this Agreement:

The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

Whenever the delivery of a certificate is a condition precedent to the taking of any action by the Administrative Agent or any Lender hereunder, the truth and accuracy of the facts and the diligent and good faith determination of the opinions stated in such certificate shall in each case be conditions precedent to the right of the Borrower to have such action taken, and any certificate executed by the Borrower shall be deemed to represent and warrant that the facts stated in such certificate are true and accurate.

(1)            For purposes of calculating any test hereunder for an applicable period of measurement, any Specified Transaction that has been made by the Borrower or Subsidiary during a Test Period or (other than for purposes of determining actual compliance with the Financial Covenants (other than in connection with any incurrence test) or calculating the Applicable Margin) subsequent to such Test Period and on or prior to or simultaneously with the date of determination shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in any associated obligations and the change in Adjusted EBITDA and Interest Expense resulting therefrom) had occurred on the first day of the Test Period.

(2)            Whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies relating to any transaction which is being given pro forma effect in a manner consistent with the definition of “Adjusted EBITDA”. If any Debt bears a floating rate of interest and is being given pro forma effect, the interest on such Debt shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account for such entire period, any Hedging Obligation applicable to such Debt with a remaining term of 12 months or longer, and in the case of any Hedging Obligation applicable to such Debt with a remaining term of less than 12 months, taking into account such Hedging Obligation to the extent of its remaining term). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with US GAAP. For purposes of making the computation referred to above, interest on any Debt under a revolving facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable period (or, if lower, the greater of (i) maximum commitments under such revolving facility as of the date of determination and (ii) the aggregate principal amount of loans outstanding under such revolving facility on such date). Interest on Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate.

(1)            Unless otherwise specified herein, the baskets set forth in Article 10 and elsewhere in this Agreement shall be tested solely at the time of consummation of the relevant transaction or action utilizing any of such baskets and, for the avoidance of doubt, if any of such baskets are exceeded as a result of fluctuations to Consolidated Total Assets or Adjusted EBITDA after the last time such baskets were calculated for any purpose, such baskets will not be deemed to have been exceeded as a result of such fluctuations.

(2)            For purposes of determining whether the incurrence of any Debt or Lien or the making of any Investment, Restricted Payment or prepayment or other satisfaction of Subordinated Debt complies with any basket that is based upon the greater of a specified U.S. dollar amount and a percentage of Consolidated Total Assets or Adjusted EBITDA, Consolidated Total Assets and/or Adjusted EBITDA shall be calculated on a pro forma basis.

(3)            U.S. dollars shall be the currency of calculation for all Financial Covenants and financial ratios.

(4)            For purposes of determining whether the incurrence of any Debt or Lien complies with a ratio test that is based upon the Consolidated Net Leverage Ratio, the Secured Net Leverage Ratio or the First Lien Net Leverage Ratio, the proceeds of the Debt being incurred will be excluded from the calculation of Consoldiated Net Debt, Secured Net Debt or First Lien Net Debt, as applicable.

(1)            Notwithstanding anything to the contrary in this Agreement, for purposes of (i) measuring the relevant financial ratios and basket availability with respect to the incurrence of any Debt (including any Incremental Facilities) or Liens or the making of any Investments, Restricted Payments or prepayment, or other satisfaction of Subordinated Debt or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition, if the Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive documentation with respect to such Limited Condition Acquisition is entered into (the “LCA Test Date”) and, if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Fiscal Quarter ending prior to the LCA Test Date, a Default or Event of Default shall not then have occurred and be continuing and Borrower could have taken such action on the relevant LCA Test Date in compliance with such financial ratio, basket, representation or warranty, such financial ratio, basket, representation or warranty and such condition with respect to the lack of Default or Event of Default shall be deemed to have been complied with, subject to Section 1.12(2). If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial ratio or basket availability on or following the relevant LCA Test Date and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial ratio or basket availability shall (subject to Section 1.12(2)) be calculated (and tested) (I) on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated and (II) with respect to the making of any Restricted Payments, on a standalone basis without giving effect to such Limited Condition Acquisition and other transactions in connection therewith.

(2)            For the avoidance of doubt, if the Borrower has made an LCA Election and if any ratio, basket or other amount for which compliance was determined or tested as of the LCA Test Date in connection with the Limited Condition Acquisition are exceeded, or any representation or warranty would be breached or any Default or Event of Default blocker would apply, as a result of changes or fluctuations in such ratio, basket or amount (including due to changes or fluctuations in Adjusted EBITDA or Consolidated Total Assets subject to such Limited Condition Acquisition) or as a result of the occurrence of any Default or Event of Default or other event, in each case, at or prior to the consummation of the relevant Limited Condition Acquisition, such ratio, basket or amount, as the case may be, shall be deemed not to have been exceeded as a result of such changes or fluctuations, such representation or warranty shall be deemed not to have been breached, and such Default or Event of Default shall be deemed not to have occurred, so long as, in each case, (x) no Specified Event of Default is continuing at the time such Limited Condition Acquisition is consummated and (y) to the extent any representations or warranties under the Credit Facility Documents are required to be made on the date the definitive documentation for such Limited Condition Acquisition is entered into, the Specified Representations are true in all material respects at the time such Limited Condition Acquisition is consummated. The provisions of this Section 1.12 are collectively referred to as the “Limited Condition Acquisition Provisions”.

The Borrower and each Lender acknowledge and agree that upon satisfaction of the conditions precedent to effectiveness of this Agreement in Section 6.1:

(1)            The interest rate on a Loan denominated in Dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 3.4 provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including, without limitation, the ABR, Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any Benchmark Replacement), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, or have the same value or economic equivalence of as the existing interest rate (or any component thereof) being replaced or have the same volume or liquidity as did any existing interest rate (or any component thereof) prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant 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 interest rate used in this Agreement, any component thereof, or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

(1)            Any amount specified in this Agreement (other than in Article 2, Article 6 and Article 14 or as set forth in clause (2), (3) or (4) of this Section 1.15) or any of the other Credit Facility Documents to be in Dollars shall also include the US Dollar Equivalent Amount of such amount in any currency other than Dollars. The Administrative Agent or the applicable Issuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating such US Dollar Equivalent Amounts of Advances and Outstanding Amounts denominated in Euro or an Alternative L/C Currency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Notwithstanding the foregoing, for purposes of determining compliance with Sections 10.2(2), 10.2(8) and 10.2(10) with respect to any amount of any Liens, indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.15 shall otherwise apply to such Sections, including with respect to determining whether any indebtedness or Investment may be incurred at any time under such Sections.

(2)            For purposes of determining compliance under Sections 10.2(8), 10.2(9) and 10.2(10), any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating net income in the Borrower’s annual financial statements delivered pursuant to Section 10.1(8); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of indebtedness.

(3)            Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Euribor Loan, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Euribor Loan is denominated in Euro, such amount shall be the Euro Equivalent of such Dollar amount, as determined by the Administrative Agent.

(4)            Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Letter of Credit is denominated in an Alternative L/C Currency, such amount shall be the relevant Alternative L/C Currency Equivalent of such Dollar amount, as determined by the applicable Issuing Bank.

(5)            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 the rates referenced in the definitions of “Euribor Loan,” “Term SOFR Reference Rate,” “Daily Simple SOFR” or “Daily Simple SONIA” or with respect to any comparable or successor rate thereto.

(1)            The Borrower may from time to time request that Letters of Credit or Revolving Facility Loans be issued in a currency other than those specifically listed in the definition of “Alternative L/C Currency” or “Alternative Revolver Currency”, as applicable; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. Such request shall be subject to the approval of the Administrative Agent and the applicable Issuing Bank or Revolving Lender, as applicable; provided that such approval may require, without limitation, that a condition to the issuance of a Letter of Credit denominated in such additional Alternative L/C Currency or the making of a Revolving Facility Loan denominated in such additional Alternative Revolver Currency, as applicable, shall be that there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the reasonable opinion of the Administrative Agent or the relevant Issuing Bank or Revolving Lender, as applicable, would make it impracticable for such Letter of Credit Advances or Revolving Facility Loan, as applicable, to be denominated in the relevant Alternative L/C Currency or Alternative Revolver Currency, as applicable.

(2)            Any such request shall be made to the Administrative Agent not later than 11:00 a.m. (New York time), 20 Business Days prior to the date of the desired Advances (or such other time or date as may be agreed by the Administrative Agent and the applicable Issuing Bank or Revolving Lender in their sole discretion). The Administrative Agent shall promptly notify each Issuing Bank or Revolving Lender in the case of any such request. Each Issuing Bank or Revolving Credit Lender shall notify the Administrative Agent, not later than 11:00 a.m., 10 Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit or the making of a Revolving Facility Loan in such requested currency.

(3)            Any failure by an Issuing Bank or Revolving Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank or Revolving Lender to permit Letters of Credit to be issued or the making of Revolving Facility Loans in such requested currency. If the Administrative Agent and an Issuing Bank consent to the issuance of Letters of Credit in such requested currency or the Administrative Agent and all Revolving Lenders consent to the making of Revolving Facility Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative L/C Currency hereunder for purposes of any Letter of Credit issuances by such Issuing Banks or the making of any Revolving Facility Loans by such Revolving Lenders, as applicable. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.16, the Administrative Agent shall promptly so notify the Borrower.

(1)            If the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Revolving Lenders notify the Administrative Agent that the Borrower or Required Revolving Lenders (as applicable) have determined that:

then reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may mutually agree upon a successor rate to CDOR, Euribor or SONIA, as the case may be, and the Administrative Agent and the Borrower may amend this Agreement to replace CDOR, Euribor or SONIA, as the case may be, with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein ), giving due consideration to any evolving or then existing convention for similar Canadian Dollars, Euro or British Pound Sterling denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “Successor Rate”), together with any proposed Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Revolving Lenders and the Borrower unless, prior to such time, Revolving Lenders comprising the Required Revolving Lenders have delivered to the Administrative Agent written notice that such Required Revolving Lenders do not accept such amendment.

(2)            If no Successor Rate has been determined and the circumstances under clause (a) above exist or a Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Revolving Lender. Thereafter, the obligation of the Revolving Lenders to make or maintain CDOR Rate Loans, Euribor Loans or SONIA Loans shall be suspended (to the extent of the affected Revolving Facility Loans, or applicable periods). Upon receipt of such notice, the Borrower may revoke any pending request for an Advance of, conversion to or rollover of CDOR Rate Loans, Euribor Loans or SONIA Loans (to the extent of the affected Revolving Facility Loans, or applicable periods) or, failing that, in the case of CDOR Loans, the Borrower will be deemed to have converted such request into a request for an Advance of Canadian Prime Rate Loans denominated in Canadian Dollars, and in the case of Euribor Loans or SONIA Loans, the Borrower will be deeemed ot have revoked such request.

(3)            Notwithstanding anything else herein, any definition of the “Successor Rate” (exclusive of any margin) shall provide that in no event shall such Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of “Canadian Prime Rate.”

For all purposes under the Credit Facility Documents, in connection with any division, plan of division or establishment of any series under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time and (c) each division and series of any Person shall be treated as a separate Person hereunder.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the equivalent in US Dollars of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any letter of credit application related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the equivalent in US Dollars of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. 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 any reason of the operation of Rule 3.14 of the ISP98, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

Notwithstanding anything to the contrary set forth herein, but subject to Section 11.5(1), any notice delivered by the Borrower may state that such notice is conditioned upon the consummation of other transactions, in which case, such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or such transaction is not consummated.

Article 2
THE CREDIT FACILITIES

(1)            Commitment.

Each applicable Lender shall make available to the Borrower through its applicable Lending Office its Rateable Portion of all Accommodations under each Credit Facility (as applicable) in accordance with this Agreement.

(2)            Purposes. The Credit Facilities shall be used only for the following purposes:

(3)            Accommodations. Subject to the terms and conditions of this Agreement, Accommodations shall be made available under the Credit Facilities as follows:

Revolving Facility:

ABR Loans 

SOFR Loans 

Canadian Prime Rate Loans 

CDOR Loans 

Euribor Loans 

SONIA Loans 

Letters of Credit

Term Facility:

ABR Loans 

SOFR Loans

provided that:

Subject to the terms and conditions herein set forth, Accommodations will be made available by way of such numbers of draws and up to such dates as are set forth below, namely:

(4)            Minimum Amounts. Subject to the Required Revolving Lenders in any specific instance waiving such requirement under the Revolving Facility, the aggregate principal amount of the Advances requested in any Borrowing shall be at least $5 million and a whole multiple of $100,000.

(5)            Revolving Repayments.

(6)            Swingline Advances. In the event that the Borrower has a requirement for an ABR Advance in same day funds in an amount up to $30 million in the aggregate, the Borrower may (subject to satisfaction of applicable terms and conditions hereof) obtain such Advance (in this Section 2.1(6), a “Swingline Advance”) under the Revolving Facility from the Swingline Lender alone. Each Swingline Advance may be made on the same day’s notice made on or before 12:00 noon (New York time) on such day, by the Borrower providing to the Swingline Lender (with a copy to the Administrative Agent) a Borrowing Notice. Each Swingline Advance shall be deemed to constitute a utilization of the Revolving Facility funded wholly by the Swingline Lender (and, prior to the repayment of such Swingline Advance with the proceeds of an Accommodation under the Revolving Facility provided by all of the Revolving Lenders, the payments on account thereof shall be allocated wholly to the Swingline Lender) and may not be outstanding more than seven Business Days. The Borrower shall, on or before the seventh Business Day forthwith following the making of a Swingline Advance, repay such Swingline Advance in full, together with all accrued or unpaid interest, either from its own resources or with the proceeds of an Accommodation under the Revolving Facility, failing which the Borrower shall be deemed to have delivered to the Administrative Agent at the close of business in New York on such seventh Business Day an Accommodation Request requesting an ABR Advance under the Revolving Facility in the amount of such Swingline Advance. The proceeds of the funding by the other Revolving Lenders under such Accommodation Request shall be applied by the Administrative Agent to repay the Swingline Lender that portion of the Swingline Advance that does not represent the Swingline Lender’s pro rata share (as a Revolving Lender) of the requested ABR Advance. For certainty, it is acknowledged and agreed that the Revolving Lenders shall be obligated to fund their Rateable Portions of any ABR Advance required by this Section 2.1(6) regardless of whether (i) a Default or Event of Default has occurred and is continuing, (ii) an Accommodation Request has actually been delivered by the Borrower or (iii) any other condition in Section 6.2 has been satisfied, fulfilled or otherwise met.

(7)            Hostile Takeovers. In the event that the Borrower wishes to utilize proceeds of one or more Accommodations under the Revolving Facility to, or to provide funds to any Subsidiary, Affiliate or other Person to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any Person (the “Target”) which constitutes a “take-over bid” pursuant to applicable corporate or securities legislation (in any case, a “Takeover”), and if the Takeover is, under applicable Law, such as to require the board of directors of the Target to prepare a directors circular or like document that includes either a recommendation to accept or reject the Takeover or a statement that they are unable to make or are not making a recommendation, then either:

and in the event that any Revolving Lender (each, a “Declining Lender”) has notified the Administrative Agent that it is not willing to fund under such Accommodation Request, then such Declining Lender shall have no obligation to fund under such Accommodation Request, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Revolving Lender (each, a “Financing Lender”) which has advised the Administrative Agent it is willing to fund under such Accommodation Request shall have an obligation, up to the amount of its unused Commitment under the Revolving Facility, to fund under such Accommodation Request, and such funding shall be provided by each Financing Lender in accordance with the ratio, determined prior to the provision of such funding, that the Commitment of such Financing Lender under the Revolving Facility bears to the aggregate the Commitments of all the Financing Lenders under the Revolving Facility.

If Accommodations are provided in the manner contemplated by Section 2.1(7)(b) and there are Declining Lenders, subsequent Accommodations under the Revolving Facility shall be funded firstly by Declining Lenders having unused Commitments under the Revolving Facility, and subsequent repayments under the Revolving Facility shall be applied firstly to Financing Lenders, in each case until such time as the proportion that the amount of each Revolving Lender’s Principal Outstanding under the Revolving Facility bears to the aggregate Principal Outstanding under the Revolving Facility is equal to such proportion which would have been in effect but for the application of this Section 2.1(7).

For greater certainty, in no event shall a Declining Lender be obligated to purchase any participation in accordance with Section 14.1 to the extent that the shortfall in such Declining Lender’s share of outstanding Obligations under the Revolving Facility is attributable to the operation of this Section 2.1(7).

(8)            Lending Offices. Each Lender (i) shall designate a Lending Office and shall fund all of its Accommodations under the Credit Facilities from such Lending Office and (ii) from time to time by written notice to the Administrative Agent (with a copy to the Borrower), may elect to change its Lending Office to another office, branch or location in the United States of America (or any other country in the case of a Revolving Lender); provided that, unless an Event of Default shall have occurred and be continuing, the consent of the Borrower to a change under this Section 2.1(8) shall be required (which consent shall not be unreasonably withheld or delayed, it being acknowledged that the Borrower may reasonably object to a change if the result thereof would be to subject the Borrower to additional Increased Costs) and further provided that any exercise of such option shall not affect in any manner the obligation of the Borrower to repay any Accommodation in accordance with the terms of this Agreement.

(1)            Credit Facilities Repayment. The Credit Facilities shall, subject to early repayment or acceleration in accordance with this Agreement, be repaid as follows:

(2)            Interest. At the same time as any mandatory or voluntary repayment or prepayment of principal is made hereunder, the Borrower shall also pay all accrued and unpaid interest on the principal amount being repaid or prepaid.

(3)            Foreign Exchange Fluctuations. If at any time the US$ Equivalent Principal Outstanding under a Credit Facility, as calculated by the Administrative Agent as at the first Business Day of a calendar month, shall exceed 105% of the aggregate Commitments of the Lenders thereunder by virtue of a change in the Equivalent Amount in US Dollars of Accommodations made in any other currencies, the Borrower shall within five Business Days following written demand therefor by the Administrative Agent at the Borrower’s election either (i) pay to the Administrative Agent on account of the Principal Outstanding thereunder such amount as is required to reduce such US$ Equivalent Principal Outstanding under such Credit Facility to, or below, such aggregate Commitments, or (ii) pay such excess amount to the Administrative Agent, to be held by the Administrative Agent as cash collateral security for the Obligations under the relevant Credit Facility as they come due.

(4)            Exceeding Commitments. Subject to Section 2.2(3), if at any time the US$ Equivalent Principal Outstanding under a Credit Facility, as calculated by the Administrative Agent, shall exceed the aggregate Commitments of the Lenders under such Credit Facility, the Borrower shall within five Business Days following written demand therefor by the Administrative Agent pay to the Administrative Agent on account of the Principal Outstanding thereunder such amount as is required to reduce such US$ Equivalent Principal Outstanding under such Credit Facility to, or below, such aggregate Commitments.

(1)            Term Facilities Mandatory Prepayments

(2)            Application to Repayment Amounts. Each prepayment of Borrowings required by Section 2.3(1) shall be applied, without premium or penalty to the next eight scheduled amortization payments of the Term Loans in direct order of maturity until each such amortization payment is paid in full and then pro rata to the remaining scheduled amortization payments of the Term Loans. With respect to each such prepayment, the Borrower will, not later than the date specified in this Section 2.3 for making such prepayment, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each such Credit Facility, and requesting that the Administrative Agent provide notice of such prepayment to each applicable Lender.

(3)            Rejection Right. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Borrowings required to be made pursuant to Section 2.3(1)(a) at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender with Commitments under the relevant Credit Facilities of the contents of such prepayment notice and of such Lender’s pro rata share of the prepayment. Each such Lender may reject all (but not less than all) of its pro rata share of any mandatory prepayment other than any such mandatory prepayment with respect to a Debt Incurrence Prepayment Event (such declined amounts, the “Declined Proceeds”) of Borrowings required to be made pursuant to Section 2.3(1)(a) or 2.3(1)(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m. (Toronto time), one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Borrowings, as applicable. Any Declined Proceeds remaining may be retained by the Borrower (“Retained Declined Proceeds”) and shall, if so retained by the Borrower, constitute a portion of the Available Amount, to the extent provided in clause (d) of the definition of “Available Amount” as set forth herein.

(1)            Reductions of Revolving Facility Commitments. The Borrower shall have the right at any time and from time to time, without penalty or bonus, upon at least three Business Days’ prior notice to the Administrative Agent in the form of Schedule 9 annexed hereto, to terminate the whole or reduce in part on a permanent basis the unused portion of the Revolving Facility Commitments of the Revolving Lenders under the Revolving Facility (pro rata among the Revolving Lenders on the basis of their respective Revolving Facility Commitments); provided that each partial reduction shall be in an aggregate minimum amount of $5 million and multiples in excess thereof of $1 million or in the full amount of the Principal Outstanding under such Credit Facility.

(2)            Optional Prepayment of Credit Facilities. In addition to repayments made under the Revolving Facility in accordance with the revolving nature thereof under Section 2.1(5)(a), the Borrower shall have the right at any time and from time to time, without penalty or bonus but subject to Section 2.4(5) and Section 11.5(1), upon at least three Business Days’ prior notice to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), to effect a voluntary prepayment on account of the Principal Outstanding under any or all Credit Facilities, which prepayment shall be in an aggregate minimum amount of $5 million and multiples in excess thereof of $1 million or in the full amount of the Principal Outstanding under such Credit Facility.

(3)            Order. Any prepayment of Term Loans under Section 2.4(2) shall be applied to the relevant Term Facility (pro rata among the Lenders thereof on the basis of their respective Term Loans under such Term Facility) and any remaining amortization payments thereunder as directed by the Borrower (and, if no direction is given, in direct order of maturity).

(4)            Return of Letters of Credit. The Borrower may at any time and from time to time, at its option, return any outstanding Letter of Credit to the Issuing Bank for cancellation.

(5)            Soft Call Premium. If, prior to the date that is six months after the Closing Date, (a) there shall occur any amendment, amendment and restatement or other modification of this Agreement the primary purpose of which is to reduce the all in yield then in effect for the Initial Term Loans hereunder, (b) all or any portion of the Initial Term Loans are voluntarily prepaid or mandatorily prepaid with the net cash proceeds of issuances, offerings or placement of Debt obligations, or refinanced substantially concurrently with the incurrence of, or conversion of the loans thereunder into, new Debt in a transaction the primary purpose of which is to lower the all in yield below the all in yield in effect for the Initial Term Loans so prepaid, or (c) a Term Lender must assign its Initial Term Loans as a result of its failure to consent to an amendment, amendment and restatement or other modification of this Agreement the primary purpose of which is to reduce the all in yield then in effect for such Initial Term Loans (any of clause (a), (b) or (c), a ”Repricing Transaction”), then in each case the aggregate principal amount subject to such Repricing Transaction (other than any Repricing Transaction made in connection with a Change of Control or a Transformative Acquisition) will be subject to a 1.00% prepayment premium. The “all-in yield” for purposes of this Section 2.4(5) shall be calculated in a manner consistent with the Yield Differential pursuant to Section 2.14(5).

(1)            Payment Account. The Borrower shall make each payment to be made hereunder not later than 1:00 p.m. (New York time) in the currency of the Accommodation or other obligation in respect of which such payment is made (be it US Dollars or another currency) on the day (subject to Section 2.5(2)) when due, in immediately available funds, by deposit of such funds to the applicable Payment Account.

(2)            Business Day. Subject to the next following sentence, whenever any payment hereunder is due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.  If any such extension would cause any payment of interest or fees on an Accommodation to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(3)            Application. Unless otherwise provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent as follows:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including attorney costs payable under Section 14.5 and amounts payable under Article XI) payable to each Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest, Cash Management Obligations and Hedging Obligations) payable to the Lenders (including attorney costs payable under Section 14.5 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including, but not limited to, post-petition interest), and that portion of the Obligations constituting fees, premiums and scheduled periodic payments in respect of Hedging Obligations, ratably among the Lenders and the other Secured Parties entitled thereto, respectively, in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, unreimbursed amounts, face amounts of any Letter of Credit, termination value under Hedging Instrument and Cash Management Obligations and to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 5.6, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower.

(4)            Pro Rata Basis. All payments of principal, interest and fees to the Lenders, unless otherwise expressly stipulated, shall be made for the account of, and distributed by the Administrative Agent to, the Lenders pro rata on the basis of the amounts respectively owed to them as (as applicable) principal, interest or fees under the relevant Credit Facility.

(5)            Payments Free of Set-off. Each payment made by the Borrower on account of the Obligations shall be made without set-off or counterclaim.

All computations of:

Computation of fees under Sections 2.7(a) and 5.7(1) and (2) shall be made by the Administrative Agent on the basis of a year of 365 days or (in the case of a leap year and only with respect to fees under Sections 2.7(a) and 5.7(1) and (2)) 366 days and the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Administrative Agent of an amount of interest or fees payable by the Borrower hereunder shall be conclusive and binding for all purposes, absent demonstrated error.

The Borrower shall pay to the Administrative Agent the following fees, calculated as follows:

After occurrence and during the continuance of a Specified Event of Default, the Borrower shall pay interest on all overdue principal and interest amounts under this Agreement at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand to the fullest extent permitted by and subject to applicable Laws, including in relation to any required additional agreements.

Unless the Administrative Agent has been notified in writing by the Borrower at least one Business Day prior to the date on which any payment to be made by the Borrower hereunder is due that the Borrower does not intend to remit such payment, the Administrative Agent may, in its discretion, assume that the Borrower has remitted such payment when so due and the Administrative Agent may, in its discretion and in reliance upon such assumption, make available to each relevant Lender on such payment date an amount equal to the portion of such payment which is due to such Lender pursuant to this Agreement. If the Borrower does not in fact remit such payment to the Administrative Agent, the Administrative Agent shall promptly notify each such Lender and such Lender shall forthwith on demand repay to the Administrative Agent an amount equal to the portion of such assumed payment made available to such Lender, together with interest thereon until the date of repayment thereof at a rate determined by the Administrative Agent (such rate to be conclusive and binding on such Lender) in accordance with the Administrative Agent’s usual banking practice for similar advances to financial institutions of like standing as such Lender but in no event greater than, as the case may be, the Canadian Prime Rate or the ABR.

The Advances made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by one or more entries in the Register. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall be conclusive in the absence of demonstrable error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note payable to such Lender or its registered assigns, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to such promissory note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

In the event that it is not practicable to allocate to each Revolving Lender its Rateable Portion of an Accommodation in accordance with Section 3.2 by reason of the occurrence of circumstances described in Article 11, the Administrative Agent is authorized by the Borrower and each Revolving Lender to make such allocation as the Administrative Agent determines in its sole and unfettered discretion may be equitable in the circumstances. All fees in respect of and repayments in connection with any such Accommodation, as well as future Accommodations, shall be adjusted as among the Revolving Lenders by the Administrative Agent accordingly.

(1)            General. Subject to the terms and conditions of this Agreement, the Borrower may from time to time request that any type of Loan or any portion thereof be rolled over or converted in accordance with the provisions hereof.

(2)            Request. Each request by the Borrower for a Rollover or Conversion shall be made by the delivery of a duly completed and executed Accommodation Request to the Administrative Agent and the provisions of Article 3 or Article 4 shall apply to each request for a Rollover or Conversion as if such request were a request thereunder for a Borrowing.

(3)            Effective Date. Each Rollover or Conversion of a CDOR Rate Loan or SOFR Loan shall be made effective as of the last day of the subsisting Interest Period.

(4)            Failure to Elect. If the Borrower does not deliver an Accommodation Request at or before the time required by Section 2.12(2) and:

(1)            The Borrower may from time to time, at its option, by delivering to the Administrative Agent a written extension request (a “Revolving Facility Extension Request”), request the Revolving Lenders to extend the Revolving Facility Maturity Date.

(2)            Promptly after receipt from the Borrower of an executed Revolving Facility Extension Request, the Administrative Agent shall deliver to each Revolving Lender a copy of such Revolving Facility Extension Request, and each such Revolving Lender shall, within ten Business Days (or such other period as the Administrative Agent may agree) after receipt of such Revolving Facility Extension Request (the “Election Date”), notify the Administrative Agent in writing (such note, the “Revolving Facility Extension Election”) whether such Revolving Lender will agree to extend its Revolving Facility Maturity Date; provided that if any Revolving Lender fails to so advise the Administrative Agent by the Election Date, then such Revolving Lender shall be deemed to have advised the Administrative Agent that it will not agree to extend its Revolving Facility Maturity Date. The Administrative Agent shall promptly notify the Borrower if any Revolving Lender advises that it will not agree to extend its Revolving Facility Maturity Date. Subject to any replacement of Non-Extending Revolving Lenders under Section 11.7, any such extension shall apply only to those Revolving Lenders which provided their consent to such extension (the “Extending Revolving Lenders”). The determination of each Revolving Lender whether or not to extend the Revolving Facility Maturity Date applicable to it shall be made by each individual Revolving Lender in its sole discretion.

(3)            Promptly following the Election Date, the Administrative Agent shall either:

(4)            If the extension of the Revolving Facility Maturity Date is approved by less than all of the Revolving Lenders, then the Administrative Agent shall also advise the Borrower of (i) any Revolving Lender(s) which did not agree to the requested extension (each, a “Non-Extending Revolving Lender”), (ii) each Non-Extending Revolving Lender’s Rateable Portion of the Obligations then outstanding and (iii) the amount, if any, by which each Extending Revolving Lender is prepared to increase its Commitments in the event the Borrower proposes to assign the Commitments of a Non-Extending Revolving Lender under Section 11.7.

(5)            Upon the delivery to the Borrower of a written extension, the then current Revolving Facility Maturity Date of the Extending Revolving Lenders shall be extended in the Revolving Facility Extension Request as specified therein and the then current Revolving Facility Maturity Date for the Non-Extending Revolving Lenders will remain unchanged.

(6)            Each Non-Extending Revolving Lender shall be deemed to be an Affected Lender for the purposes of Section 11.7.

(7)            Paragraphs (1) through (6) of this Section 2.13 shall apply from time to time to permit successive extensions to the Revolving Facility Maturity Date prior to the then current Latest Maturity Date of any Class of Revolving Facility Commitments hereunder.

(8)            Each Extension/Incremental/Refinancing Amendment may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement and the other Credit Facility Documents as may be necessary or appropriate, in the opinion of the Agents, to effect the provisions of this Section 2.13.

(1)            The Borrower may from time to time, at its option, by delivering to the Administrative Agent a written extension request (a “Term Facility Extension Request”), request the Term Lenders to extend the Initial Term Maturity Date or add another tranche of Term Loans.

(2)            Promptly after receipt from the Borrower of an executed Term Facility Extension Request, the Administrative Agent shall deliver to each Term Lender a copy of such Term Facility Extension Request, and each such Term Lender shall, within ten Business Days (or such other period as the Administrative Agent may agree) after receipt of such Term Facility Extension Request (the “Term Election Date”), notify the Administrative Agent in writing (such note, the “Term Facility Extension Election”) whether such Term Lender will agree to extend its Initial Term Maturity Date; provided that if any Term Lender fails to so advise the Administrative Agent by the Term Election Date, then such Term Lender shall be deemed to have advised the Administrative Agent that it will not agree to extend its Initial Term Maturity Date. The Administrative Agent shall promptly notify the Borrower if any Term Lender advises that it will not agree to extend its Initial Term Maturity Date. Subject to any replacement of Non-Extending Term Lenders under Section 11.7, any extension shall apply only to those Term Lenders which provided their consent to such extension (the “Extending Term Lenders”). The determination of each Term Lender whether or not to extend its Initial Term Maturity Date shall be made by each individual Term Lender in its sole discretion.

(3)            Promptly following the Term Election Date, the Administrative Agent shall either:

(4)            If the extension is approved by less than all of the Term Lenders, then the Administrative Agent shall also advise the Borrower of any Term Lender(s) which did not agree to the requested extension (each, a “Non-Extending Term Lender”), each Non-Extending Term Lender’s Rateable Portion of the Obligations then outstanding and the amount, if any, by which each Extending Term Lender is prepared to increase its Term Commitments in the event the Borrower proposes to assign the Term Commitments of a Non-Extending Term Lender under Section 11.7.

(5)            Upon the delivery to the Borrower of a written extension, the then current Initial Term Maturity Date of the Extending Term Lenders shall be extended for the term specified in the Term Facility Extension Request and the then current Initial Term Maturity Date for the Non-Extending Term Lenders will remain unchanged.

(6)            Each Non-Extending Term Lender shall be deemed to be an Affected Lender for the purposes of Section 11.7.

(7)            Paragraphs (1) through (6) of this Section 2.14 shall apply from time to time to permit successive extensions to the Initial Term Maturity Date prior to the then current Latest Maturity Date of any Class of Term Loans hereunder.

(8)            Each Extension/Incremental/Refinancing Amendment may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement and the other Credit Facility Documents as may be necessary or appropriate, in the opinion of the Agents, to effect the provisions of this Section 2.14.

(1)            Subject to Sections 2.15(3) and 2.15(4), the Borrower may by written notice to the Administrative Agent from time to time (each such notice an “Incremental Commitment Request”) elect to request the establishment of one or more (x) additional first lien Term Facilities or increases in the aggregate maximum permitted Principal Outstanding under any then exisiting Term Facility (the “Incremental Term Commitments”) or (y) additional first lien revolving facilities or increases in the aggregate maximum permitted Principal Outstanding under the Revolving Facility (the “Incremental Revolving Facility Commitments” and collectively with the Incremental Term Commitments, the “Incremental Commitments”), in an aggregate principal amount for all Incremental Commitments taken together not to exceed the greater of the following (the “Incremental Facility Limit”) (a) the Unrestricted Incremental Amount at such time plus (b) the amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans and voluntary permanent reductions of the Revolving Facility Commitments effected after the Closing Date (including pursuant to debt buy-backs made by the Borrower or any Subsidiary pursuant to “Dutch auction” procedures and open market purchases permitted hereunder, in an amount equal to the amount actually paid in respect thereof, but excluding (A) any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder, (B) any reduction of Revolving Facility Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder and (C) prepayments with the proceeds of substantially concurrent incurrence of other long term Debt (other than borrowings under the Revolving Facility)) (this clause (b), the “Voluntary Prepayment Amount”) plus (c) unlimited additional Incremental Facilities and Incremental Equivalent Debt so long as, after giving Pro Forma Effect thereto (but excluding the cash proceeds of any such Incremental Facilities), (i) if such Incremental Facility is secured by the Collateral on a pari passu basis with the Closing Date Facilities, the First Lien Net Leverage Ratio does not exceed 3.75:1.00, (ii) if such Incremental Facility is secured by the Collateral on a junior-lien basis with the Closing Date Facilities, the Secured Net Leverage Ratio does not exceed 4.50:1.00 and (iii) if such Incremental Facility is unsecured, the Borrower would be in compliance with the Financial Covenants (in each case, excluding from such ratio calculations (x) amounts incurred concurrently with the incurrence of indebtedness incurred in reliance on the Unrestricted Incremental Amount and/or the Voluntary Prepayment Amount and (y) amounts incurred concurrently or substantially concurrently with the incurrence of Debt pursuant to drawings under the Revolving Facility, in which case the First Lien Net Leverage Ratio may exceed 3.75:1.00, as a result of the incurrence of such amounts, and it being understood that Incremental Facilities may be incurred pursuant to this clause (c) prior to utilization of the Unrestricted Incremental Amount and the Voluntary Prepayment Amount) and assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Facility Commitments and/or any Incremental Equivalent Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding indebtedness (this clause (c), the “Incremental Incurrence Test”). Any portion of any Incremental Facility incurred other than under the Incremental Incurrence Test may be reclassified at any time, as the Borrower may elect from time to time, as incurred under the Incremental Incurrence Test if the Borrower meets the applicable ratio under the Incremental Incurrence Test at such time on a Pro Forma Basis at any time subsequent to the incurrence of such Incremental Facility (or would have met such ratio, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the Borrower).

(2)            Each Incremental Commitment Request shall specify the date on which the Borrower proposes that the Incremental Commitment requested therein shall become effective. In connection with the incurrence of any Debt under this Section 2.15, the Borrower shall provide to the Administrative Agent a certificate certifying that the Incremental Commitments do not exceed the Incremental Facility Limit (which certificate shall be in reasonable detail and shall provide the calculations and basis therefor and classify such Debt as being incurred under clause (a), (b) or (c) of the definition of “Incremental Facility Limit” (which classification may be reclassified) and that the conditions in Section 2.15(4) have been satisfied.

(3)            The Lenders at the time of any request under Section 2.15(1) shall not be obliged to participate in any Incremental Facility and the Borrower may pursue and include new lenders to assist in funding any Incremental Commitments; provided that the addition of new lenders under such Incremental Facility shall be subject to:

(4)            The effectiveness of any Incremental Commitments shall be subject to the following conditions (the date upon which any Incremental Commitments become effective, the “Increased Amount Date”): (i) subject to the Limited Condition Acquisition Provisions in the case of any Incremental Commitments the proceeds of which will be used to fund an Acquisition or other similar material Investment permitted under the Credit Facility Documents, no Default or Event of Default shall have occurred and be continuing or would immediately result therefrom, (ii) subject to the Limited Condition Acquisition Provisions in the case of any Incremental Commitments the proceeds of which will be used to fund a Limited Condition Acquisition, all representations and warranties shall be true and correct in all material respects immediately prior to, and after giving effect to, the incurrence of such Incremental Commitments (provided that any representation and warranty that is qualified as to “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)), (iii) the maturity date of any Incremental Term Commitments shall be no earlier than the Initial Term Maturity Date, (iv) the weighted average life to maturity of any Incremental Term Commitments shall be no shorter than the weighted average life to maturity of the Initial Term Commitments, (v) the interest margins for such Incremental Term Commitments shall be determined by the Borrower and the lenders of such Incremental Term Commitments; provided that in the event that the all in yield for any broadly syndicated U.S. dollar denominated floating rate Incremental Term Facility that is pari passu in right of payment and security with the Obligations and incurred prior to the second anniversary of the Closing Date is greater than the all in yield for the Initial Term Commitments by more than 50 basis points (the “Yield Differential”), then the Applicable Margin for the Initial Term Commitments shall be increased to the extent necessary so that the all in yield for such Incremental Term Commitments is not more than 50 basis points higher than the all in yield for the Initial Term Commitments, (vi) any Incremental Facility, to the extent secured, shall be secured only by the Collateral (or a portion thereof) and shall only be guaranteed by the Guarantors (or a subset thereof) (and if secured by junior liens on Collateral, subject to a customary intercreditor agreement reasonably satisfactory to the Administrative Agent); provided that any Incremental Facility may be secured by assets other than the Collateral or guaranteed by a Person other than the Guarantors, so long as such assets are contemporaneously included as Collateral and such Person contemporaneously becomes a Guarantor in respect of the Closing Date Facilities and (vii) any Incremental Revolving Facility Commitments shall be pursuant to documentation consistent with the Initial Revolving Facility Commitments and any Incremental Term Commitments shall be pursuant to documentation to be determined; provided that, to the extent such terms and documentation relating to any Incremental Term Facility are not consistent with the Initial Term Commitments (except to the extent permitted by clauses (iii), (iv) or (v) above), they shall be reasonably satisfactory to the Administrative Agent.

(5)            For purposes of determining the interest margins applicable to the Incremental Term Commitments and the Yield Differential for the Initial Term Commitments, (A) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower for the account of the Initial Term Lenders in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (B) customary arrangement or similar fees payable to the applicable lead arrangers (or their respective Affiliates) in connection with the Initial Term Commitments or to one or more arrangers (or their Affiliates) of such Incremental Term Commitments shall be excluded and (C) if the Adjusted Term SOFR or ABR floor for such Incremental Term Commitments is greater than the Adjusted Term SOFR or ABR floor, respectively, for the Initial Term Commitments, the difference between such floor for such Incremental Term Commitments and the Initial Term Commitments shall be equated to an increase in the Applicable Margin to the extent an increase in the interest rate floor in such Initial Term Commitments would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest rate margin) applicable to such Initial Term Commitments shall be increased by such increased amount.

(6)            An amount not to exceed the then available unused capacity with respect to the incurrence of Debt under Incremental Commitments may, subject to compliance with the requirements set forth in clauses (i) through (iv) and clause (vi) of Section 2.15(4) (except that (A) customary bridge facilities shall be permitted notwithstanding clause (iii) of Section 2.15(4) and (B) any such Debt that is in the form of term loans that are secured on a pari passu basis with the Credit Facilities shall be subject to clause (v) of Section 2.15(4)), be used by the Borrower for the incurrence of Permitted Other Indebtedness, in each case (if secured) to be subject to a First Lien Intercreditor Agreement or a Second Lien Intercreditor Agreement, as applicable; provided that the Borrower shall be in pro forma compliance with the Financial Covenants after giving effect to the incurrence thereof (all such debt in this paragraph (6), “Incremental Equivalent Debt”).

(7)            On any Increased Amount Date on which any Incremental Revolving Facility Commitments become effective, subject to the satisfaction of the foregoing terms and conditions of this Section 2.15, (a) each of the Revolving Lenders with Initial Revolving Facility Commitments shall assign to each Revolving Lender with an Incremental Revolving Facility Commitment (each, an “Incremental Revolving Lender”) and each Incremental Revolving Lender shall purchase from each of the Lenders with Initial Revolving Facility Commitments, at the principal amount thereof, such interests in the Loans outstanding thereunder on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Principal Outstanding under the Revolving Facility will be held by existing Revolving Lenders and Incremental Revolving Lenders rateably in accordance with their respective Revolving Facility Commitments after giving effect to the addition of such Incremental Revolving Facility Commitments to the existing Revolving Facility Commitments, and (b) (i) each Incremental Revolving Facility Commitment shall be deemed for all purposes a Revolving Facility Commitment and (ii) each Incremental Revolving Lender shall become a Lender with respect to its Incremental Revolving Facility Commitment and all matters relating thereto; provided that the Administrative Agent, the Swingline Lender and each Issuing Bank under the Revolving Facility shall have consented (not to be unreasonably withheld or delayed) to such Incremental Revolving Lender providing such Incremental Revolving Facility Commitment to the extent such consent, if any, would be required under Section 14.8 for an assignment of Revolving Facility Loans or Revolving Facility Commitments, as applicable, to such Incremental Revolving Lender.

(8)            On any Increased Amount Date on which any Incremental Term Commitments become effective, subject to the satisfaction of the foregoing terms and conditions of this Section 2.15, (a) each of the Term Lenders with Incremental Term Commitments shall make an Advance to the Borrower in an amount equal to its Incremental Term Commitment, and (ii) each provider of Incremental Term Loans shall become a Lender hereunder with respect to its Incremental Term Commitment and the Advances thereunder made pursuant thereto.

(9)            Incremental Revolving Facility Commitments shall be treated the same as any Class of Revolving Facility Commitments being increased thereby (including with respect to the Maturity Date thereof) and shall be considered to be part of the Class of Revolving Facility Commitments being increased.

(10)            Incremental Term Commitments shall be treated the same as any Class of Term Commitments being increased thereby (including with respect to the Maturity Date thereof) and shall be considered to be part of the Class of Term Facility being increased.

(11)            The terms and provisions of Incremental Term Loans and Incremental Term Commitments of any Class shall be on terms and documentation set forth in the applicable Extension/Incremental/Refinancing Amendment as determined by the Borrower; provided that such terms comply with the requirements of Section 2.15(4) to the extent applicable. Any Incremental Revolving Facility Commitments or Incremental Term Loan made on an Increased Amount Date shall, at the election of the Borrower and agreed to by the Lenders providing such Incremental Revolving Facility Commitments or Incremental Term Commitments, be designated as (a) a separate Class of Term Loans or revolving Commitments for all purposes of this Agreement or (b) part of a Class of existing Term Loans or Revolving Facility Loans for all purposes of this Agreement.

(12)            The Borrower shall provide a certificate of a Senior Officer delivered to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the funding date for any Incremental Facility, together with a reasonably detailed description of the material terms and conditions of such Incremental Facility or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the applicable requirements of this Section 2.15.

(13)            Each Extension/Incremental/Refinancing Amendment Agreement may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement and the other Credit Facility Documents as may be necessary or appropriate, in the opinion of the Agents, to effect the provisions of this Section 2.15.

(1)            The Borrower may refinance any of the Credit Facilities from time to time, in whole or part, with one or more new term loan facilities (each, a “Refinancing Term Facility”) or new revolving loan facilities (each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “Refinancing Facilities”), respectively, under the Credit Facility Documents with the consent of the Administrative Agent and, in the case of a Refinancing Revolving Facility, the Swingline Lender and each Issuing Bank (in each case, not to be unreasonably withheld, delayed or conditioned) and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility or with one or more additional Classes of (x) senior unsecured notes or loans; (y) senior secured notes or loans that will be First Lien Obligations or (z) senior secured notes or loans that will be Second Lien Obligations (any such notes or loans, “Refinancing Notes”; and the refinancings effected in accordance with this Section 2.16, “Permitted Refinancings”); provided that (a) any Refinancing Term Facility does not mature prior to the Maturity Date of, or have a weighted average life to maturity, earlier than the Maturity Date, or the weighted average life, of the Class of Term Loans being refinanced and any Refinancing Notes mature no earlier than the Maturity Date of the Class of Term Loans being refinanced (provided that, in any case, any Refinancing Term Facility may include amortization not in excess of 1% per annum), (b) any Refinancing Notes are not subject to any amortization prior to final maturity and are not subject to mandatory redemption or prepayment (except customary asset sale and change of control provisions), (c) any Refinancing Revolving Facility does not mature prior to the Maturity Date of the Revolving Facility Commitments being refinanced, (d) any Refinancing Facilities or Refinancing Notes, to the extent secured, shall be secured only by the Collateral (or a portion thereof) on a pari passu or junior basis and shall only be guaranteed by the Guarantors (provided that such Refinancing Facilities or Refinancing Notes may be secured by assets other than the Collateral or guaranteed by a Subsidiary other than the Guarantors, so long as such assets are contemporaneously included as Collateral and such subsidiary becomes a Guarantor) and (e) the proceeds of such Refinancing Facilities or Refinancing Notes shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans (and, in the case of the Revolving Facility, pro rata Commitment reductions) under the applicable Class of Loans being so refinanced.

(2)            The Borrower shall provide a certificate of a Senior Officer delivered to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of Debt under any Refinancing Facility or Refinancing Notes, together with a reasonably detailed description of the material terms and conditions of such Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement.

(3)            Each Extension/Incremental/Refinancing Amendment may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement and the other Credit Facility Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.16.

Article 3
ADVANCES AND LOANS

(1)            Commitments.

(2)            Amounts; Availability. The aggregate principal amount of each Borrowing shall comply with, and the availability thereof shall be subject to, Section 2.1(4).

(1)            Notice. Each Borrowing under the Credit Facilities shall be made on at least three Business Days’ (in the case of SOFR Loans, CDOR Rate Loans, Euribor Loans or SONIA Loans) or one Business Day’s (in the case of ABR Loans or Canadian Prime Rate Loans) prior notice given not later than 1:00 p.m. (New York time) by the Borrower to the Administrative Agent, and the Administrative Agent shall give to each relevant Lender prompt notice thereof and of such Lender’s Rateable Portion of each type of Borrowing to be made under the Borrowing. Each such notice of a Borrowing shall be given by way of an Accommodation Request or by telephone (confirmed promptly in writing), with the same information as would be contained in an Accommodation Request, including the requested date of such Borrowing and the aggregate amount of each type of Advance comprising such Borrowing.

(2)            Lender Funding. Except in connection with a Rollover or Conversion (other than a Conversion from one currency to another), each Lender shall, before 1:00 p.m. (New York time) on the date and in the currency of the requested Borrowing, deposit to the applicable Payment Account in immediately available funds such Lender’s Rateable Portion (subject to Section 2.11) of each type of Advance comprising such Borrowing. Promptly upon receipt by the Administrative Agent of such funds and upon fulfilment of the applicable conditions set forth in Article 6, the Administrative Agent will make such funds available to the Borrower by debiting the Payment Account (or causing such account to be debited), and by crediting such account as the Borrower shall designate (or causing such account to be credited) with such Advances.

(3)            Failure by Lender to Fund. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Rateable Portion of each type of Advance comprising such Borrowing, the Administrative Agent may assume that such Lender has made each such Rateable Portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 3.2(2) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date corresponding amounts. If and to the extent that such Lender shall not have made its Rateable Portion available to the Administrative Agent, such Lender shall pay such corresponding amounts to the Administrative Agent forthwith on demand. If such Lender shall pay such corresponding amounts to the Administrative Agent, the amounts so paid shall constitute such Lender’s Rateable Portion of such Borrowing for the purposes of this Agreement. The Administrative Agent shall also be entitled to recover from such Lender interest on such corresponding amounts, for each day from the date such amounts were made available by the Administrative Agent to the Borrower until the date such amounts are repaid to the Administrative Agent, at a rate determined by the Administrative Agent (such rate to be conclusive and binding on such Lender) in accordance with the Administrative Agent’s usual banking practice for similar advances to financial institutions of like standing as such Lender but in no event greater than the ABR, together with the Administrative Agent’s reasonable administrative fee. If such Lender shall not pay such corresponding amounts to the Administrative Agent forthwith on demand, the Borrower shall pay such corresponding amounts (together with accrued and unpaid interest at the applicable rate herein set forth for each type of Advance) to the Administrative Agent within two Business Days of demand being made upon it.

(4)            Failure to Fund. The Administrative Agent shall notify the Borrower of the failure of any Lender to make an Advance if:

The Administrative Agent shall not be liable to the Borrower or any Lender in respect of notice given or not given pursuant to this Section 3.2(4). In the event of the continuing failure by any Defaulting Lender to make an Advance, the Borrower and the Administrative Agent shall use their reasonable best efforts to arrange for one or more other Persons (in this Section 3.2(4), the “assuming Lender”) reasonably satisfactory to the Borrower and the Administrative Agent to assume all or a portion of the relevant Commitments and acquire the outstanding Accommodations and other rights and interests of the Defaulting Lender hereunder. The assuming Lender and Defaulting Lender shall execute all such documents as may be reasonably required by the Administrative Agent and the Borrower to effect such assumption and acquisition.

The Borrower shall pay interest on the unpaid principal amount of each at the following rates per annum:

(1)            Interest. The Borrower shall pay interest on the unpaid principal amount of each at the following rates per annum:

(1)            Benchmark Replacement.

(2)            Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Facility Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Facility Document.

(3)            Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.4(4). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.4, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Facility Document, except, in each case, as expressly required pursuant to this Section 3.4.

(4)            Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Credit Facility Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks (the “IOSCO Principles”), then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the IOSCO Principles for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(5)            Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Loan of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the ABR.

Article 4
[RESERVED]

Article 5
LETTERS OF CREDIT

(1)            Issuance.

(2)            Limitations on Issuance. Notwithstanding Section 5.1(1), (i) no Letter of Credit shall be issued if the Face Amount of such Letter of Credit, when added to the Face Amount of all other Letters of Credit outstanding under this Agreement at such time, would exceed the Letter of Credit Sublimit then in effect (or, with respect to any applicable Issuing Bank under the Revolving Facility, exceed such applicable Issuing Bank’s Letter of Credit Fronting Commitment); (ii) no Letter of Credit shall be issued under the Revolving Facility if the Face Amount thereof would cause the aggregate amount of the Principal Outstanding under the Revolving Facility at the time of (and giving effect to) the issuance thereof to exceed the Total Revolving Facility Commitments then in effect; (iii) no Issuing Bank shall be required to issue any Letter of Credit other than a standby Letter of Credit; (iv) Letters of Credit shall be denominated in Canadian Dollars, US Dollars or any other currency requested by the Borrower and agreed to by the applicable Issuing Bank; (v) no Letter of Credit shall be issued if it would be illegal under any applicable Law for the beneficiary of the Letter of Credit to have such Letter of Credit issued in its favor; (vi) no Issuing Bank shall be required to issue any Letter of Credit if the issuance thereof would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (vii) no Letter of Credit shall be issued by an Issuing Bank after it has received a written notice from the Administrative Agent or the Borrower stating that a Default or Event of Default has occurred and is continuing until such time as such applicable Issuing Bank shall have received a written notice of (x) rescission of such notice from the Administrative Agent or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 14.2; and (viii) no Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such Issuing Bank 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.

(3)            Types of Issuance. Letters of Credit shall be issued under the Revolving Facility by the applicable Issuing Bank on behalf of the Revolving Lenders on a “fronting” basis as contemplated by Section 5.2.

(4)            Fronting Fee. The Borrower shall pay a fronting fee in respect of Letters of Credit as provided in Section 5.7(2).

In the event that a Letter of Credit shall be issued on behalf of the Revolving Lenders by an Issuing Bank:

(1)            Notice. Each Issuance shall be made on at least three Business Days’ prior notice (or such shorter period as may be agreed to by the applicable Issuing Bank in its sole discretion), given in the form of the Issuing Bank’s customary letter of credit application (an “Issue Notice”) not later than 1:00p.m. (New York time) by the Borrower to the applicable Issuing Bank (with a copy of each such Notice to the Administrative Agent). Such Issue Notice shall be accompanied by any documents and information pertaining to such request as the Issuing Bank may reasonably request, including documentary and other evidence of the proposed beneficiary’s identity to enable the Issuing Bank to verify the beneficiary’s identity or to comply with Section 326 of the PATRIOT Act and any other applicable Law. In addition, the Borrower shall execute and deliver the Issuing Bank’s customary form of letter of credit indemnity agreement; provided that, if and to the extent that there is any inconsistency between the terms of this Agreement and the terms of such customary form of indemnity agreement, the terms of this Agreement shall prevail.

(2)            Maturity. Each Letter of Credit shall have an expiration date on a Business Day which occurs no later than the earlier of (a) 365 days after the Issue Date (or such later date to which the applicable Issuing Bank agrees) and (b) five Business Days prior to the Revolving Facility Maturity Date; provided that (i) an automatic extension of the expiry date of any Letter of Credit pursuant to the terms and conditions of such Letter of Credit or (ii) a reinstatement of any Letter of Credit containing customary “evergreen” renewal provisions following reimbursement or deemed reimbursement by a Revolving Facility Loan of any drawing under a Letter of Credit shall be permitted on customary terms, in each case so long as the expiry date is not extended past the date set forth in clause (b) unless the Letter of Credit has been Cash Collateralized.

Each Letter of Credit shall:

Except to the extent otherwise expressly provided herein or in another Credit Facility Document, the Uniform Customs or, as the case may be, ISP98 shall apply to and govern each Letter of Credit.

(1)            Issue. On the Issue Date, the applicable Issuing Bank will complete and issue a Letter of Credit in favor of the Beneficiary as specified by the Borrower in its Issue Notice.

(2)            Time for Honour. No Letter of Credit shall require payment against a conforming draft to be made thereunder on the same Business Day upon which such draft is presented, if such presentation is made after 11:00 a.m. (local time at the place of presentation) on such Business Day.

(3)            Text. Prior to an Issue Date, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the Beneficiary prior to payment under the Letter of Credit. The applicable Issuing Bank may require changes in any such documents or certificate.

(4)            Conformity. In determining whether to pay under a Letter of Credit, the applicable Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit.

(1)            Obligation to Reimburse. In the event of any request for a drawing under any Letter of Credit, the applicable Issuing Bank may notify the Borrower (with a copy of the notice to the Administrative Agent) on or before the date on which it intends to honour such drawing. The Borrower (whether or not such notice is given) shall reimburse the applicable Issuing Bank on demand by such Issuing Bank in Canadian Dollars, US Dollars or such other currency, as the case may be, of an amount, in immediately available funds, equal to the amount of such drawing together with interest on such amount from and including the date of honouring such drawing until payment is made as if it were an Advance of the nature set forth in Section 5.6(2) below.

(2)            Deemed Advance. Unless the Borrower reimburses the applicable Issuing Bank for the amount of such drawing prior to 1:00 p.m. (New York time) on the next Business Day after such drawing (with concurrent advice to the Administrative Agent):

(3)            Application of Reimbursement. Any reimbursement payment (including interest) made to the applicable Issuing Bank by the Borrower shall be for the account of such Issuing Bank.

(1)            Issue Fee. The Borrower shall pay to the Administrative Agent (for the account of the Revolving Lenders, pro rata on the basis of their respective Rateable Portions) in respect of each Letter of Credit outstanding during any portion of a Financial Quarter, an issue fee equal to the applicable rate per annum set forth in the definition of “Applicable Margin” multiplied by an amount equal to the daily undrawn portion of the Face Amount of such Letter of Credit. Such issue fee shall be payable by the Borrower in the currency of issue in arrears; provided that the Borrower shall pay the Equivalent Amount in US Dollars of any fees payable in respect of Letters of Credit issued in a currency other than US Dollars. Each such payment shall be made within three Business Days after the date that is the earlier to occur of:

and shall be determined for a period equal to the number of days that the Letter of Credit was outstanding during such Financial Quarter.

(2)            Fronting Fee. The Borrower shall pay to the applicable Issuing Bank, in respect of each Letter of Credit outstanding during any portion of a Financial Quarter, a fronting fee calculated at such rate as shall from time to time be agreed by the Borrower and such Issuing Bank (in each case in their sole discretion), and set forth in such agreement or other document as shall be so agreed. Such fronting fee shall be payable by the Borrower in the currency of issue in arrears; provided that the Borrower shall pay the Equivalent Amount in US Dollars of any fees payable in respect of Letters of Credit issued in a currency other than US Dollars. Each such payment shall be made within three Business Days after the date that is the earlier to occur of:

and shall be determined for a period equal to the number of days that the Letter of Credit was outstanding during such Financial Quarter.

(3)            Administration Fee. The Borrower shall pay to the applicable Issuing Bank, upon the issuance, amendment or transfer of each Letter of Credit, such Issuing Bank’s standard documentary and administrative charges for issuing, amending or transferring standby or commercial letters of credit or letters of guarantee of a similar amount, term and risk.

The obligation of the Borrower to reimburse an Issuing Bank for drawings made under any Letter of Credit issued by such Issuing Bank shall be unconditional and irrevocable and shall be fulfilled strictly in accordance with the terms of this Agreement under all circumstances, including:

As between (i) the Borrower, and (ii) each Issuing Bank and each Revolving Lender, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued hereunder, by the respective Beneficiaries of such Letters of Credit and, without limitation of the foregoing, none of (iii) the applicable Issuing Bank, or (iv) the Revolving Lenders (provided that such Issuing Bank acts in accordance with the standards of reasonable care specified in the Uniform Customs and otherwise as may be required under ISP98, in each case as stated on its face to be applicable to the respective Letter of Credit) shall be responsible for:

None of the above shall affect, impair or prevent the vesting of any of the rights or powers of (i) any Issuing Bank, or (ii) the Revolving Lenders hereunder. No action taken or omitted by any Issuing Bank under or in connection with any Letter of Credit issued by it or the related certificates, if taken or omitted in good faith, shall put (iii) such Issuing Bank, or (iv) the Revolving Lenders, under any resulting liability to the Borrower (provided that such Issuing Bank acts in accordance with the standards of reasonable care specified in the Uniform Customs and otherwise as may be required under ISP98, in each case as stated on its face to be applicable to the respective Letter of Credit).

(1)      (1)      (i) If any Event of Default occurs and is continuing and the Administrative Agent, the Required Lenders or the Required Revolving Lenders, as applicable, require the Borrower to Cash Collateralize the Letter of Credit Obligations pursuant to Section 12.1(2)(c) or (ii) an Event of Default set forth under Section 12.1 (8) or (9) occurs and is continuing, then the Borrower shall Cash Collateralize the then outstanding amount of all Letter of Credit Obligations (in an amount equal to such outstanding amount determined as of the date of such Event of Default), and shall do so not later than 2:00 p.m. (New York City time) on (x) in the case of the immediately preceding clause (i), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 1:00 p.m. (New York City time), or (2) if clause (1) above does not apply, the second Business Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 12.1 (8) or (9) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day, in either case, by 1:00 p.m. (New York City time) on such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant Issuing Bank and the Revolving Lenders, as collateral for the Letter of Credit Obligations, cash or deposit account balances in an amount equal to the then outstanding amount of all Letter of Credit Obligations (determined as of the date of such Event of Default), (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (which documents are hereby consented to by the Revolving Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Revolving Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in accounts satisfactory to RBC in the name of RBC and for the benefit of the Revolving Lenders and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Revolving Lenders) or that the total amount of such funds is less than the aggregate outstanding amount of all Letter of Credit Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at RBC as aforesaid, an amount equal to the excess of (a) such aggregate outstanding amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable law, to reimburse the relevant Issuing Bank. To the extent the amount of any Cash Collateral exceeds the then outstanding amount of such Letter of Credit Obligations plus costs incidental thereto and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral and accrued interest thereon shall be refunded to the Borrower.

(2)            The Borrower shall pay to the Administrative Agent the aforesaid amount in respect of both any Letter of Credit outstanding hereunder and any Letter of Credit which is the subject matter of any order, judgment, injunction or other such determination (in this Section 5.10, a “Judicial Order”) restricting payment by the applicable Issuing Bank under and in accordance with such Letter of Credit or extending such Issuing Bank’s liability under such Letter of Credit beyond the expiration date stated therein. Payment in respect of each such Letter of Credit shall be due in the currency in which such Letter of Credit is stated to be payable.

(3)            The Administrative Agent shall with respect to each Letter of Credit in respect of which a payment has been made as aforesaid, upon the later of:

pay to the Borrower an amount equal to the difference between the amount paid to the Administrative Agent by the Borrower pursuant to this Section 5.10 and the aggregate amount paid by the applicable Issuing Bank under such Letter of Credit.

A Revolving Lender (or any of its Subsidiaries or Affiliates) may become an additional Issuing Bank hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Lender, which such written agreement shall also provide that the commitment of such additional Issuing Bank to issue Letters of Credit shall not exceed at any time the amount set forth in such written agreement. The Administrative Agent shall notify the Revolving Lenders of any such additional Issuing Bank.

An Issuing Bank may upon written notice to the Borrower resign as an Issiuing Bank in connection with an assignment in full of its Revolving Commitment in accordance with Section 14.8. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank.

If the maturity date in respect of any Class of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other Classes of Revolving Facility Commitments in respect of which the maturity date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Facility Loans and payments in respect thereof pursuant to Section 5.6 under (and ratably participated in by Lenders pursuant to) the Revolving Facility Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 5.10(1). If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing Class shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given Class of Revolving Facility Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any Class of Revolving Facility Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended Classes. For the avoidance of doubt, notwithstanding anything contained herein, the commitment of any Issuing Bank to act in its capacity as such cannot be extended beyond the Maturity Date for the Revolving Facility (as such Maturity Date is in effect at the Closing Date) or increased without its prior written consent.

Article 6
CLOSING CONDITIONS

The Borrower shall not be entitled to an Accommodation under any Credit Facility in accordance with this Agreement unless the conditions precedent set forth in this Section 6.1 have been satisfied, fulfilled or otherwise met on the Closing Date.

(1)            Documents. The Credit Facility Documents (other than each Lender’s form of application, undertaking, indemnity and agreement in respect of Letters of Credit yet to be issued, shall have been executed and delivered to the Administrative Agent (or, in the case of the Security, the Collateral Agent), and: (a) all documents and instruments required to create and perfect the Collateral Agent’s Security in the Collateral in respect of the Credit Facilities and the Secured Obligations shall have been executed and delivered, except as otherwise set forth in Section 8.5(a) hereto, including the Confirmation and (b) all registrations, filings or recordings, except as otherwise set forth in Section 8.5(a) hereto, necessary or desirable to preserve, protect or perfect the enforceability and priority of the Liens created by the Security (subject only to Permitted Liens) shall have been completed (or arrangements satisfactory to the Collateral Agent and the Lenders for the foregoing shall have been made).

(2)            EOCL Contract. The Electro-Optical Commercial Layer contract has been awarded with an annualized revenue amount payable to the Borrower of at least $300 million, as seen under the Enhanced View Follow-on contract, or otherwise on terms reasonably acceptable to the Arrangers.

(3)            Refinancings; New 2027 Senior Secured Notes. (a) The Refinancing shall have been consummated, or substantially simultaneously with the initial Advances under the Credit Facilities, shall be consummated; and (b)(x) the New 2027 Senior Secured Notes shall have been issued and/or (y) the aggregate amount of the initial Advances under the Credit Facilities shall have been increased in lieu of all or a portion of the New 2027 Senior Secured Notes.

(4)            Solvency Certificate. The Administrative Agent shall have received a reasonably satisfactory certificate in the form attached hereto as Schedule 15 attesting that the Borrower and its Subsidiaries are Solvent on the Closing Date after giving effect to the Transactions from the chief financial officer or another senior financial officer of the Borrower.

(5)            Organization Documents. The Administrative Agent shall have received certified copies of the Organization Documents of each Loan Party.

(6)            Resolutions. The Administrative Agent shall have received certified copies of resolutions of the boards of directors, managing members and similar controlling entities of each Loan Party authorizing the execution, delivery and performance of the Credit Facility Documents to which it is a party. The Administrative Agent shall have received certified copies of resolutions of the boards of directors of each entity whose Equity Interests constitute Collateral, confirming or approving the security interest granted by the relevant Loan Party and the transfer of the said Equity Interests to the Collateral Agent or its nominee or an assignee from either thereof.

(7)            Incumbency. The Administrative Agent shall have received a certificate of the secretary or an assistant secretary respectively of each Loan Party certifying the names and the true signatures of the officers authorized to sign the Credit Facility Documents to which it is a party.

(8)            Closing Certificates. The Administrative Agent (or its counsel) shall have received a certificate of the Borrower, dated the Closing Date, substantially in the form of Schedule 16, with appropriate insertions, executed by any two Senior Officers of the Borrower, as applicable.

(9)            Good Standing. The Administrative Agent shall have received a certificate of good standing or like certificate in respect of each Loan Party issued by appropriate Official Body of its jurisdiction of organization.

(10)            Searches. The Administrative Agent shall have received customary lien and judgment searches with respect to each Loan Party.

(11)            Insurance. The Administrative Agent shall have received a customary certificate of insurance demonstrating that the Borrower and its Subsidiaries are in compliance with Section 9.1.

(12)            Representations. All of the representations and warranties of the Loan Parties contained herein or in any other Credit Facility Document shall be true and correct in all material respects on and as of the Closing Date as though made on and as of such date (unless expressly stated to be made as of some other specified date) and the Administrative Agent shall have received a certificate of a Senior Officer of the Borrower so certifying to the relevant Lenders; provided that any of the foregoing representations or warranties that are qualified as to “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)..

(13)            Perfection Certificate. The Administrative Agent shall have received an executed Perfection Certificate.

(14)            Pledged Collateral. The Collateral Agent shall have received all certificates, agreements or instruments representing or evidencing the Collateral and required to be delivered to the Collateral Agent pursuant to the Credit Facility Documents, in each case, accompanied by instruments of transfer and stock powers undated and endorsed in blank.

(15)            Opinions. The Administrative Agent shall have received customary opinions of counsel from (a) O’Melveny & Myers LLP, New York counsel to the Loan Parties and (b) Sherman & Howard, Colorado counsel to the Loan Parties.

(16)            No Change. There shall not have occurred since December 31, 2021, any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a MAE.

(17)            Know your Customer, etc. The Lenders shall have received no less than three business days prior to the Closing Date the documentation and other information that are reasonably requested by the Lenders no later than ten business days prior to the Closing Date under the applicable “know-your-customer” rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation.

(18)            Fees and Expenses. All accrued costs, fees and expenses (including legal fees and expenses and the fees and expenses of any other advisors) and other compensation due and payable to the Administrative Agent, the Arrangers and the Lenders on the Closing Date shall have been paid, in the case of expenses, to the extent a reasonably detailed invoice has been delivered to the Borrower at least two business days prior to the Closing Date (provided that the foregoing amounts may, at the Borrower’s option, be offset against the proceeds of the Advances under the Credit Facilities funded on the Closing Date).

(19)            Accommodation Request. The Administrative Agent shall have received a Notice for each of the Accommodations which is requested to be made on the Closing Date, each such Notice to be given in compliance, in the case of a Borrowing, with the notice requirements in Section 3.2(1) and in the case of an Issuance, with the notice requirements in Section 5.3(1), except to the extent that any such notice requirements are waived by the Administrative Agent.

(20)            First Lien Intercreditor Agreement. The First Lien Intercreditor Agreement or a joinder thereto shall have been executed and delivered.

The Borrower shall not be entitled to any Accommodations (other than by Conversion or Rollover) after the Closing Date unless and until the conditions precedent set forth in this Section 6.2 have been satisfied, fulfilled or otherwise met, in each case in a manner and in form and substance reasonably satisfactory to the Lenders.

(1)            Representations and Warranties. Subject to Section 2.15(4) in the case of any Incremental Facilities where the Limited Condition Acquisition Provisions apply, all of the representations and warranties of the Loan Parties contained herein or in any other Credit Facility Document shall be true and correct in all material respects on and as of such date as though made on and as of such date (unless expressly stated to be made as of the Closing Date or some other specified date) and the Administrative Agent shall have received a certificate of a Senior Officer of the Borrower so certifying to the relevant Lenders; provided that any of the foregoing representations or warranties that are qualified as to “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein).

(2)            No Default. Subject to Section 2.15(4) in the case of any Incremental Facilities where the Limited Condition Acquisition Provision apply, no Default or Event of Default shall have occurred and be continuing and the Administrative Agent shall have received a certificate of a Senior Officer of the Borrower so certifying to the relevant Lenders and also certifying that the use of proceeds of the requested Borrowing will comply with Section 2.1(2).

(3)            Accommodation Request. The Administrative Agent shall have received a Notice for the requested Accommodation, such Notice to be given in compliance with the requirements of Section 3.2(1), in the case of an Advance; and Section 5.3(1), in the case of an Issuance.

If so requested by the Required Revolving Lenders, the obligation of the Revolving Lenders to make any Accommodation by Conversion or Rollover under the Revolving Facility shall be subject to the condition precedent that no Event of Default shall have occurred and be continuing, and a Senior Officer of the Borrower shall so certify to such Lenders in the applicable Accommodation Request.

After the Closing Date, the giving of any Notice and the acceptance or use by the Borrower of the proceeds of any Accommodation shall be deemed to constitute a representation and warranty by the Borrower that on the date of such Notice and on the date of any Accommodation being provided and after giving effect thereto, the applicable conditions precedent set forth in Section 6.2 shall have been satisfied, fulfilled or otherwise met.

All conditions precedent to the entitlement of the Borrower to any Accommodations hereunder are solely for the benefit of the relevant Issuing Banks or such relevant Lenders, and no other Person shall have standing to require satisfaction or fulfilment of any condition precedent or that it be otherwise met and no other Person shall be deemed to be a beneficiary of any such condition, any and all of which may be freely waived in whole or in part by such Issuing Banks or such Lenders at any time such Issuing Banks or such Lenders deem it advisable to do so in their sole discretion.

The making of any Accommodations without one or more of the conditions precedent set forth in this Article 6 having been satisfied, fulfilled or otherwise met shall not constitute a waiver by the relevant Lenders of any such condition, and such Lenders reserve the right to require that each such condition be satisfied, fulfilled or otherwise met prior to the making of any subsequent Accommodations.

Article 7
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders as set forth in this Article 7, acknowledges that the Lenders are relying thereon in entering into this Agreement and providing Accommodations from time to time, agrees that no investigation at any time made by or on behalf of the Lenders shall diminish in any respect whatsoever their right to rely thereon and agrees that all representations and warranties shall be valid and effective as of the date when given or deemed to have been given and to such extent shall survive the execution and delivery of this Agreement and the provision of Accommodations from time to time.

Each Loan Party is a corporation or other legal entity duly organized and validly subsisting and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign or extra-provincial corporation or other legal entity, as the case may be, in the other jurisdictions set forth in Schedule 7 annexed hereto except where the failure to so qualify would not or would not reasonably be expected to have an MAE.

Each Loan Party has full corporate (or, in the case of non-corporate entities, similar) right, power and authority to enter into, and perform its obligations under, each Credit Facility Document to which it is or will be a party. Each Loan Party has full corporate (or, in the case of non-corporate entities, similar) power and authority to own and operate its properties and to carry on its business as now conducted or as contemplated to be conducted except as would not or would not reasonably be expected to have an MAE.

The execution and delivery of this Agreement and each other Credit Facility Document, and each other document hereby or thereby contemplated to which it is or will be a party (including by way of assignment) and the performance by it of its obligations hereunder and thereunder have been duly authorized by all necessary action on the part of each Loan Party. Except as set forth in Schedule 11 annexed hereto, on the Closing Date, no Permit under any applicable Law or approval under any material contract, and (except for registration of the Security at public offices for the recording of Liens, and any steps required to be taken on enforcement of the Security) no registration, qualification, designation, declaration or filing with any Official Body having jurisdiction over any Loan Party, is necessary for any Credit Facility Document or to perfect the same or to preserve the benefit thereof to the Lenders, except as would not or would not reasonably be expected to have an MAE.

Each Loan Party has duly executed and delivered each Credit Facility Document to which it is a party, and each such Credit Facility Document and each other agreement and document hereby or thereby contemplated to which each Loan Party is or will be party when executed by it will constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to such qualifications as may be set forth in the opinion of the Borrower’s counsel delivered pursuant to Section 6.1.

The execution and delivery by the Borrower of this Agreement, and by each other Loan Party of each other Credit Facility Document and each other document hereby or thereby contemplated to which it is or will be a party, and the performance by it of its obligations hereunder and thereunder, do not and will not:

except, in the case of paragraphs (iii) and (iv), as would not or as would not reasonably be expected to have an MAE;

There are no actions, suits or proceedings (whether or not purportedly on its behalf) pending or, to the knowledge of the Borrower, threatened against or affecting Borrower or any Subsidiary before any Official Body which have a material likelihood of being determined adversely to it and would, if so adversely determined, reasonably be expected to have an MAE.

As at the Closing Date: (i) the only subsidiaries of the Borrower are described in Schedule 7 annexed hereto, (ii) the Borrower and each subsidiary owns legally and beneficially (directly or indirectly) the respective portions of the outstanding Equity Interests of the Persons shown as its Subsidiaries in Schedule 7 annexed hereto, and (iii) except as set forth in Schedule 7 annexed hereto, no Person (other than the Borrower or any Subsidiary) has any agreement, option, right or privilege, whether by Law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase of securities in the capital of any Subsidiary.

The Borrower is not aware of any basis that the Borrower or any Subsidiary may be, and neither has Borrower nor any Subsidiary received written notice that it is alleged to be, in breach of:

where such breach or alleged breach has or would reasonably be expected to have an MAE.

All insurance policies required to be maintained by Borrower and each Subsidiary pursuant to Section 9.1 have been obtained and are in full force and effect, and such insurance policies comply in all material respects with the applicable requirements of Article 9.

No Default or Event of Default has occurred and is continuing.

All material contracts to which Borrower or any Subsidiary is a party are in full force and effect, all conditions precedent thereunder have been satisfied or waived, neither Borrower nor any Subsidiary is in breach thereunder, and as at the Closing Date the Borrower is not aware of any breach thereunder by any counterparty, except for any such matter which has not had and would not reasonably be expected to have an MAE.

All Permits (including Permits required under Environmental Law) as are required to conduct the respective businesses of the Borrower and its Subsidiaries have been obtained or are expected to be obtained in the normal course, except where failure to obtain same has not had and would not reasonably be expected to have an MAE.

The Borrower and each Subsidiary owns or has legally enforceable interests in all assets and property necessary to the operation of their respective businesses (except where failure to own or have same has not had and would not reasonably be expected to have an MAE), and each Loan Party owns or has interests in all Collateral pledged by it, in each case free and clear of all Liens other than Permitted Liens. No Mortgage on real estate located in the United States of America encumbers improved real estate that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, unless flood insurance available under such Act has been obtained in accordance with Section 9.1.

The Borrower and each Subsidiary owns or has the legally enforceable right to use all Intellectual Property that is used in or otherwise necessary for the operation of their respective businesses as currently conducted (except where failure to own or have same has not had and would not reasonably be expected to have an MAE). To the knowledge of the Borrower, the operation of their respective businesses by each of the Borrower and the other Subsidiaries does not infringe upon, misappropriate, violate or otherwise conflict with the Intellectual Property of any third party, except as would not reasonably be expected to have an MAE.