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EX-95 - EXHIBIT 95 - COMPASS MINERALS INTERNATIONAL INCcmp-20160630xex95.htm
EX-32 - EXHIBIT 32 - COMPASS MINERALS INTERNATIONAL INCcmp-20160630xex32.htm
EX-31.2 - EXHIBIT 31.2 - COMPASS MINERALS INTERNATIONAL INCcmp-20160630xex312.htm
EX-31.1 - EXHIBIT 31.1 - COMPASS MINERALS INTERNATIONAL INCcmp-20160630xex311.htm
EX-10.6 - EXHIBIT 10.6 - COMPASS MINERALS INTERNATIONAL INCcmp-20160630xex106.htm
EX-10.5 - EXHIBIT 10.5 - COMPASS MINERALS INTERNATIONAL INCcmp-20160630xex105.htm
EX-10.4 - EXHIBIT 10.4 - COMPASS MINERALS INTERNATIONAL INCcmp-20160630xex104.htm
EX-10.3 - EXHIBIT 10.3 - COMPASS MINERALS INTERNATIONAL INCcmp-20160630xex103.htm
EX-10.2 - EXHIBIT 10.2 - COMPASS MINERALS INTERNATIONAL INCcmp-20160630xex102.htm
10-Q - 10-Q - COMPASS MINERALS INTERNATIONAL INCcmp-20160630x10q.htm
Exhibit 10.1

[EXECUTION COPY]


[Published CUSIP Number: 20451KAA5 (Credit Facility);
20451KAB3 (Revolver); 20451KAC1 (Term Loan)]
US $700,000,000
CREDIT AGREEMENT,
dated as of April 20, 2016,
among
COMPASS MINERALS INTERNATIONAL, INC.,
as US Borrower,
COMPASS MINERALS CANADA CORP.,
as Canadian Borrower,
COMPASS MINERALS UK LIMITED,
as UK Borrower,
THE LENDERS PARTY HERETO FROM TIME TO TIME
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
_______________________________________________
JPMORGAN CHASE BANK, N.A.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
and
THE BANK OF NOVA SCOTIA,
as Joint Lead Arrangers and Joint Bookrunners,

FIFTH THIRD BANK, NATIONAL ASSOCIATION, PNC BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Co-Syndication Agents
and
U.S. BANK, NATIONAL ASSOCIATION, BANK OF MONTREAL, BOK FINANCIAL CORPORATION and BRANCH BANKING AND TRUST COMPANY,
as Co-Documentation Agents








TABLE OF CONTENTS
 
Page

 
 
ARTICLE I DEFINITIONS
2

 
 
Section 1.01 Defined Terms
2

Section 1.02 Other Interpretive Provisions
70

Section 1.03 Accounting Terms
71

Section 1.04 Rounding
72

Section 1.05 Times of Day
72

Section 1.06 Letter of Credit Amounts
72

Section 1.07 Currency Equivalents Generally
72

Section 1.08 Pro Forma Calculations
73

Section 1.09 Rates
75

 
 
ARTICLE II LOANS AND LETTERS OF CREDIT
75

 
 
Section 2.01 Term Loan Commitments
75

Section 2.02 Procedure for Term Loan Borrowing
76

Section 2.03 Repayment of Term Loans
76

Section 2.04 Revolving Commitments
77

Section 2.05 Procedure for Revolving Borrowing
77

Section 2.06 Swing Line Loans
79

Section 2.07 Letters of Credit
82

Section 2.08 Repayment of Loans; Evidence of Debt
88

Section 2.09 Fees
90

Section 2.10 Voluntary Prepayments and Commitment Reductions
91

Section 2.11 Mandatory Prepayments and Commitment Reductions
93

Section 2.12 Application of Prepayments/Reductions
95

Section 2.13 Conversion and Continuation Options
97

Section 2.14 Minimum Amounts and Maximum Number of Eurocurrency Borrowings
98

Section 2.15 Interest Rates and Payment Dates
98

Section 2.16 Illegality
100

Section 2.17 Inability to Determine Interest Rate
101

Section 2.18 Payments Generally; Administrative Agent’s Clawback
102

Section 2.19 Increased Costs; Capital Adequacy
104

Section 2.20 Taxes
105

Section 2.21 Breakage Payments
112

Section 2.22 Pro Rata Treatment
113

Section 2.23 Cash Collateral
114

Section 2.24 Defaulting Lenders
114

Section 2.25 Mitigation Obligations; Replacement of Lenders
117

Section 2.26 Incremental Credit Extensions
119


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Section 2.27 Extension of Term Loans and Revolving Commitments
125

Section 2.28 Refinancing Amendments
129

Section 2.29 Redenomination of Sterling
131

 
 
ARTICLE III REPRESENTATIONS AND WARRANTIES
132

 
 
Section 3.01 Existence, Qualification and Power
132

Section 3.02 Authorization; Enforceability
132

Section 3.03 No Conflicts
132

Section 3.04 Financial Statements; Projections; No Material Adverse Effect
133

Section 3.05 Intellectual Property
133

Section 3.06 Properties
133

Section 3.07 Equity Interests and Subsidiaries
134

Section 3.08 Litigation
134

Section 3.09 Investment Company Act
134

Section 3.10 Federal Reserve Regulations
134

Section 3.11 Taxes
135

Section 3.12 No Material Misstatements
135

Section 3.13 Labor Matters
135

Section 3.14 Pension Matters
136

Section 3.15 Environmental Matters
137

Section 3.16 Insurance
137

Section 3.17 Security Documents
138

Section 3.18 Senior Indebtedness
139

Section 3.19 Solvency
139

Section 3.20 PATRIOT Act, etc
139

Section 3.21 Anti-Terrorism Laws
139

Section 3.22 Anti-Corruption Laws and Sanctions
140

Section 3.23 Use of Proceeds
140

Section 3.24 Compliance with Laws
140

Section 3.25 EEA Financial Institution
140

 
 
ARTICLE IV CONDITIONS PRECEDENT
140

 
 
Section 4.01 Conditions to Initial Credit Extension
141

Section 4.02 Conditions to Each Credit Extension
144

 
 
ARTICLE V AFFIRMATIVE COVENANTS
145

 
 
Section 5.01 Financial Statements
145

Section 5.02 Certificates; Other Information
147

Section 5.03 Notices
148


ii






Section 5.04 Payment of Taxes
148

Section 5.05 Preservation of Existence, Etc
148

Section 5.06 Maintenance of Property
149

Section 5.07 Maintenance of Insurance
149

Section 5.08 Books and Records; Inspection Rights
149

Section 5.09 Compliance with Laws
150

Section 5.10 Compliance with Environmental Laws
150

Section 5.11 Use of Proceeds
150

Section 5.12 Covenant to Guarantee Obligations and Give Security
151

Section 5.13 Further Assurances
153

Section 5.14 Unrestricted Subsidiary Designation
153

Section 5.15 Maintenance of Ratings
154

Section 5.16 Pension Matters
154

Section 5.17 Information Regarding Collateral
154

Section 5.18 Post-Closing Undertakings
154

 
 
ARTICLE VI NEGATIVE COVENANTS
154

 
 
Section 6.01 Limitation on Indebtedness
154

Section 6.02 Limitation on Liens
160

Section 6.03 Limitation on Fundamental Changes
163

Section 6.04 Limitation on Dispositions
165

Section 6.05 Limitation on Restricted Payments
167

Section 6.06 Limitation on Investments
169

Section 6.07 Limitation on Prepayments; Modifications of Debt Instruments and Organizational Documents
171

Section 6.08 Limitation on Transactions with Affiliates
172

Section 6.09 Limitation on Sale and Leasebacks
173

Section 6.10 Limitation on Changes in Fiscal Periods
174

Section 6.11 Limitation on Burdensome Agreements
174

Section 6.12 Limitation on Lines of Business
175

Section 6.13 Financial Covenants
175

 
 
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES
175

 
 
Section 7.01 Events of Default
175

Section 7.02 Remedies Upon Event of Default
178

Section 7.03 Application of Funds
178

 
 
ARTICLE VIII THE ADMINISTRATIVE AGENT
179

 
 
Section 8.01 Appointment and Authority
179

Section 8.02 Rights as a Lender and an Issuing Bank
180


iii






Section 8.03 Exculpatory Provisions
180

Section 8.04 Reliance by Administrative Agent
181

Section 8.05 Delegation of Duties
182

Section 8.06 Resignation of Administrative Agent
182

Section 8.07 Non-Reliance on Administrative Agent and Other Lenders
184

Section 8.08 No Other Duties, Etc
184

Section 8.09 Administrative Agent May File Proofs of Claim
184

Section 8.10 Collateral and Guarantee Matters
184

Section 8.11 Additional Secured Parties
186

 
 
ARTICLE IX MISCELLANEOUS
186

 
 
Section 9.01 Amendments and Waivers
186

Section 9.02 Notices
190

Section 9.03 No Waiver by Course of Conduct; Cumulative Remedies
193

Section 9.04 Survival of Representations, Warranties, Covenants and Agreements
194

Section 9.05 Payment of Expenses; Indemnity
194

Section 9.06 Successors and Assigns; Participations and Assignments
197

Section 9.07 Sharing of Payments by Lenders; Set-off
204

Section 9.08 Counterparts
205

Section 9.09 Severability
205

Section 9.10 Section Headings
205

Section 9.11 Integration
205

Section 9.12 Governing Law
205

Section 9.13 Submission to Jurisdiction; Waivers
206

Section 9.14 Acknowledgments
207

Section 9.15 Confidentiality
207

Section 9.16 Waiver of Jury Trial
208

Section 9.17 PATRIOT Act Notice
209

Section 9.18 Usury Savings Clause
209

Section 9.19 Payments Set Aside
209

Section 9.20 No Advisory or Fiduciary Responsibility
210

Section 9.21 Judgment Currency
211

Section 9.22 Acknowledgment and Consent to Bail-In of EEA Financial Institutions
211


    

iv






ANNEXES:
 
 
 
Annex A
Existing Letters of Credit
Annex B-1
Revolving Commitments
Annex B-2
Term Loan Commitments
Annex B-3
L/C Commitments
Annex B-4
Swing Line Commitments
 
 
SCHEDULES:
 
 
 
Schedule 1.01(a)
Mortgaged Property
Schedule 3.07
Equity Interests
Schedule 3.17(a)
UCC Filing Jurisdictions
Schedule 3.17(b)
Mortgage Filing Jurisdictions
Schedule 4.01(a)
Closing Date Security Documents
Schedule 5.18
Post-Closing Undertakings
Schedule 6.01
Existing Indebtedness
Schedule 6.02
Existing Liens
Schedule 6.06
Existing Investments
Schedule 6.08
Existing Affiliate Transactions
Schedule 6.11
Existing Restrictive Agreements
 
 
EXHIBITS:
 
 
 
Exhibit A
Form of Compliance Certificate
Exhibit B
Form of Assignment and Assumption
Exhibit C-1
Form of Term Loan Note
Exhibit C-2
Form of Revolving Note
Exhibit C-3
Form of Swing Line Note
Exhibit D-1
Form of US Tax Compliance Certificate
Exhibit D-2
Form of US Tax Compliance Certificate
Exhibit D-3
Form of US Tax Compliance Certificate
Exhibit D-4
Form of US Tax Compliance Certificate
Exhibit E
Form of Borrowing Notice
Exhibit F
Form of Solvency Certificate
Exhibit G
Form of Subordinated Intercompany Note






v






CREDIT AGREEMENT, dated as of April 20, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among COMPASS MINERALS INTERNATIONAL, INC., a Delaware corporation (the “US Borrower”), COMPASS MINERALS CANADA CORP., a corporation continued and amalgamated under the laws of the province of Nova Scotia, Canada (the “Canadian Borrower”), COMPASS MINERALS UK LIMITED, a company incorporated under the laws of England and Wales (the “UK Borrower” and, together with the US Borrower and the Canadian Borrower, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties hereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties.
W I T N E S S E T H:
WHEREAS, the Borrowers have requested that the Lenders extend credit in the form of (a) Term Loans to the US Borrower (such term and each other capitalized term used herein having the meaning set forth in Section 1.01, unless otherwise defined herein) on the Closing Date in an aggregate principal amount equal to $400,000,000 and (b) Revolving Loans at any time and from time to time on and after the Closing Date and prior to the Revolving Termination Date in an aggregate principal amount at any one time outstanding (when taken together with the face amount of Letters of Credit and Swing Line Loans then outstanding) the Dollar Equivalent of which shall not exceed $300,000,000, which will provide sublimits for Revolving Loans to the Canadian Borrower and for Revolving Loans to the UK Borrower in an aggregate principal amount at any one time outstanding the Dollar Equivalent of which shall not exceed $40,000,000 and $10,000,000, respectively. The Borrowers have requested that the Issuing Banks issue Letters of Credit in an aggregate face amount at any one time outstanding the Dollar Equivalent of which shall not exceed $50,000,000. The proceeds of the Term Loans may be used on the Closing Date solely to fund, in part, the Transactions. The proceeds of the Revolving Loans and Letters of Credit may be used to provide for ongoing working capital requirements of the US Borrower and its Restricted Subsidiaries and for other general corporate purposes, including distributions, of the US Borrower and its Restricted Subsidiaries. The proceeds of the Incremental Loans are to be used for ongoing working capital requirements of the US Borrower and its Restricted Subsidiaries and other general corporate purposes;
WHEREAS, (a) the US Borrower and each Domestic Subsidiary Guarantor desires to secure the Obligations of the US Borrower by granting to the Administrative Agent, for the benefit of the Secured Parties, a security interest in and Lien upon substantially all of the property and assets of the US Borrower and the other Domestic Subsidiary Guarantors and (b) the Canadian Borrower desires to secure the Obligations of the Canadian Borrower and the UK Borrower by granting to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Goderich Mine, in each case subject to the limitations described herein and in the Security Documents; and
WHEREAS, the Lenders are willing to extend such credit to the Borrowers, and the Issuing Banks are willing to issue Letters of Credit for the account of the US Borrower, in each case on the terms and subject to the conditions set forth herein.

1




NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01    Defined Terms. As used in this Agreement, the terms listed in this Section 1.01 shall have the respective meanings set forth in this Section 1.01.
Accounting Change” shall mean any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.
Additional Lender” shall have the meaning set forth in Section 2.26(c).
Additional Refinancing Lender” shall have the meaning set forth in Section 2.28(a).
Administrative Agent” shall mean JPMorgan Chase Bank, N.A. (“JPMCB”), in its capacity as administrative agent and collateral agent for the Lenders hereunder (and any permitted successors and assigns in such capacity) or, as applicable, such Affiliates thereof as it shall from time to time designate for the purpose of performing its obligations hereunder in such capacity, including initially (a) with respect to any Loan made to the Canadian Borrower, JPMorgan Chase Bank, N.A., Toronto Branch and (b) with respect to any Loan made to the UK Borrower, J.P. Morgan Europe Limited. References to “Administrative Agent” shall also include JPMorgan Chase Bank, N.A., Toronto Branch, J.P. Morgan Europe Limited and any other Person designated by JPMCB, in each case acting in its capacity as “Security Trustee”, “Trustee”, “Agent” or “Collateral Agent” under any Security Document relating to Collateral provided under the laws of any Canadian jurisdiction or United Kingdom jurisdiction, or acting in any similar capacity under any other Security Document under the laws of the United States of America or any other jurisdiction.
Administrative Questionnaire” shall mean an administrative questionnaire in a form supplied by the Administrative Agent.
Affiliate” shall mean, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries Controls or is Controlled by or is under common Control with the Person specified; provided, however, that, for purposes of Section 6.08 the term “Affiliate” shall also include any Person that directly or indirectly owns 10% or more of any class of Equity Interests of the Person specified or that is an officer or director of the Person specified.
Agents” shall mean the collective reference to the Administrative Agent, the Co-Syndication Agents and the Co-Documentation Agents.
Agreement” shall have the meaning set forth in the preamble hereto.


2




All-In Yield” shall mean, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees or Eurocurrency Rate, Base Rate or Canadian Prime Rate “floor”; provided that original issue discount and upfront fees shall be equated to interest rate assuming a four-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); provided, further, that “All-In Yield” shall not include arrangement fees, structuring fees, underwriting fees or other fees not paid to all providers of such Indebtedness.
Alternative Currency” shall mean each of the following currencies: Canadian Dollars, Euros and Sterling.
Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the US Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, the Corruption of Foreign Public Officials Acts (Canada) and other similar legislation in any other jurisdictions (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).
Anti-Terrorism Laws” shall mean any laws relating to terrorism or money laundering, including Executive Order No. 13224, the PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by the United States Treasury Department’s Office of Foreign Assets Control (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).
Applicable ECF Percentage” shall mean, for any fiscal year of the US Borrower, (a) 50.0% if the Consolidated Total Leverage Ratio as of the last day of such fiscal year is greater than 3.50:1.00, (b) 25.0% if the Consolidated Total Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.50:1.00 and greater than 3.00:1.00 and (c) 0.0% if the Consolidated Total Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.00:1.00.
Applicable Margin” shall mean the percentage per annum as set forth below and determined based on the lower of (a) the applicable Level determined by reference to the applicable Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.02 (such Level, the “Leverage Level”) and (b) the applicable Level determined by reference to the applicable Corporate Rating (such Level, the “Ratings Level”), with Level I being the “lowest” level and Level V being the “highest” level; provided that if the Leverage Level and the Ratings Level are more than two Levels apart, then the Applicable Margin will be determined by the Level that is one Level higher than the lower of the Leverage Level and the Ratings Level (for example, if the Leverage Level is Level I and the Ratings Level is Level IV, then the Applicable Margin will be determined by Level II).



3





Level

Corporate Rating
(Moody’s/S&P)
Consolidated Total Leverage Ratio
Applicable Margin for Eurocurrency Loans
Applicable Margin for Base Rate Loans and Canadian Prime Rate Loans
I
Baa2/BBB or higher
≤ 1.25 to 1.00
1.250%
0.250%
II
Baa3/BBB-
> 1.25 to 1.00 but
≤ 2.00 to 1.00
1.375%
0.375%
III
Ba1/BB+
> 2.00:1.00
but
≤ 2.50 to 1.00
1.500%
0.500%
IV
Ba2/BB
> 2.50 :1.00
but
≤ 3.25:1.00
1.750%
0.750%
V
Ba3/BB- or lower
>3.25:1.00
2.000%
1.000%

Solely for purposes of determining the Ratings Level:
(a)    If the applicable Corporate Rating by Moody’s and S&P are split-rated (a) by one Level, then the Ratings Level shall be determined by the higher of the two Corporate Ratings or (b) by more than one Level, then the Ratings Level shall be determined by the Corporate Rating that is one Level higher than the Level applicable to the higher Corporate Rating by Moody’s or S&P, as the case may be (for example, if the Corporate Rating by Moody’s is Baa2 and the Corporate Rating by S&P is BB+, then the Ratings Level will be Level II);
(b)    In the event that either Moody’s or S&P (but not both) shall no longer issue a Corporate Rating, the Ratings Level shall be determined by the remaining Corporate Rating; and
(c)    In the event that both Moody’s and S&P no longer issue a Corporate Rating, unless and until the date, if any, that the US Borrower and the Required Lenders agree on a different arrangement, the existing Ratings Level shall continue in effect for the 30-day period immediately following such event, and subsequent to such period the Ratings Level shall be Level V.
For purposes of the foregoing, each change in the Leverage Level resulting from a change in the Consolidated Total Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent pursuant to Section 5.01(a) or Section 5.01(b) of the consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Leverage Level shall be deemed to be in Level V at the option of the Administrative Agent or at the request of the Required Lenders if the US Borrower fails to deliver the consolidated financial statements required

4




to be delivered by it pursuant to Section 5.01(a) or Section 5.01(b) or the Compliance Certificate required pursuant to Section 5.02(b) during the period from the expiration of the time for delivery thereof until such consolidated financial statements and such certificate are delivered.
Furthermore, the Applicable Margin in respect of any Incremental Loans, Extended Term Loans, Extended Revolving Loans, Refinancing Term Loans or Other Revolving Loans shall be the applicable percentages per annum set forth in the applicable Incremental Amendment, Extension Offer or Refinancing Amendment, respectively.
Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.
Approved Electronic Communications” shall mean, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed to any Agent, Lender or Issuing Bank by means of electronic communications pursuant to Section 9.02(b) or Section 9.02(d), including through the Platform.
Approved Fund” shall mean any Person (other than a natural person and any holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) that is engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
Arrangers” shall mean, collectively, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement) and The Bank of Nova Scotia, in their capacities as joint lead arrangers and joint bookrunner of the Credit Facilities.
Asset Sale” shall mean (a) any Disposition of Property or series of related Dispositions of Property (excluding any Disposition pursuant to Section 6.04(a), Section 6.04(b), Section 6.04(c), Section 6.04(d), Section 6.04(e), Section 6.04(g), Section 6.04(i), Section 6.04(j), Section 6.04(k), Section 6.04(l), Section 6.04(m), Section 6.04(n) or Section 6.04(o)), other than Dispositions resulting in gross proceeds (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) not exceeding (i) $5,000,000 with respect to any Disposition or series of related Dispositions and (ii) $20,000,000 in the aggregate for all Dispositions during any fiscal year of the US Borrower and (b) any Disposition pursuant to Section 6.04(p).

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Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.06), and accepted by the Administrative Agent, in substantially the form of Exhibit B or any other form approved by the Administrative Agent.
Attributable Indebtedness” shall mean, when used with respect of any Sale and Leaseback, as at the time of determination, the present value of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided that, if such Sale and Leaseback results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of Capital Lease Obligation.
Available Amount” shall mean, as at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:
(a)    50% of Consolidated Net Income (calculated without giving effect to the adjustments described in clauses (d) through (m) of the definition thereof) for the period (taken as one period) beginning on January 1, 2017, to the end of the US Borrower’s most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable; plus
(b)    the cumulative amount of cash and Cash Equivalent proceeds from (i) the sale of Equity Interests (other than any Disqualified Equity Interests) of the US Borrower and (ii) the principal amount of Indebtedness (other than Indebtedness that is contractually subordinated to the Obligations or that is owed to an Unrestricted Subsidiary) of the relevant Borrower or any Restricted Subsidiary owed to a Person that is not a Loan Party or a Subsidiary of a Loan Party incurred after the Closing Date that is converted to common Equity Interests (other than any Disqualified Equity Interests) of the US Borrower to the extent not previously applied for a purpose other than use in the Available Amount; plus
(c)    in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the US Borrower or a Restricted Subsidiary, in each case after the Closing Date, the fair market value of the Investments of the US Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary as of the time of such re-designation, combination or transfer (or of the assets transferred or conveyed, as applicable) so long as such Investments were originally made pursuant to Section 6.06(t); provided, in each case, that such amount does not exceed the amount of such Investment made pursuant to Section 6.06(t) as such amount is reduced by any returns contemplated by clause (d) below prior to such time; plus
(d)    to the extent not already included in Consolidated Net Income, an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in cash or Cash Equivalents by the US Borrower or any Restricted Subsidiary after the Closing Date in respect of any Investments made

6




pursuant to Section 6.06(t); provided, in each case, that such amount does not exceed the amount of such Investment made pursuant to Section 6.06(t); plus
(e)    to the extent not already included in Consolidated Net Income, the aggregate amount actually received in cash or Cash Equivalents by the US Borrower or any Restricted Subsidiary after the Closing Date from:
(i)the sale (other than to the US Borrower or any Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary or any minority investment; or
(ii)any dividend or other distribution by an Unrestricted Subsidiary or received in respect of any minority investment; or
(iii)any interest, repayments of principal and similar payments by an Unrestricted Subsidiary or in respect of any minority investment; minus
(f)    the aggregate amount of the Available Amount used to make Restricted Payments pursuant to Section 6.05(h) after the Closing Date and prior to such time; minus
(g)    the aggregate amount of the Available Amount used to make Investments pursuant to Section 6.06(t) after the Closing Date and prior to such time; minus
(h)    the aggregate amount of the Available Amount used to make payments or distributions in respect of Junior Indebtedness pursuant to Section 6.07(a)(iii) after the Closing Date and prior to such time.
Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
Bank Levy” shall mean (i) the UK bank levy as set out in the Finance Act 2011, (ii) the French taxe bancaire de risque systémique as set out in Article 235 ter ZE of the French tax code (Code Général des Impôts) and the French taxe pour le financement du fonds de soutien as set out in Article 235 ter ZE bis of the French tax code (Code Général des Impôts), (iii) the German bank levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz) (as amended), and (iv) any substantively similar bank levy or Tax in any other non-U.S. jurisdiction, in each case, to the extent in force (or formally announced though not yet enacted into law) as at the date of this Agreement or (if applicable) as at the date the relevant Lender accedes as a Lender to this Agreement.
Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

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Base Rate” shall mean, for any day, a per annum rate of interest equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 0.50% and (c) the Eurocurrency Rate (after giving effect to any Eurocurrency Rate “floor”) that would be payable on such day for a Eurocurrency Loan with a one-month interest period plus 1.00%; provided that, if the Base Rate determined based on the foregoing is less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the NYFRB Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, then the Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. For purposes of clause (c) above, the Eurocurrency Rate on any day shall be based on the LIBO Screen Rate at approximately 11:00 a.m., London time, on such day for deposits in Dollars (assuming an Interest Period of one month); provided that (i) if no LIBO Screen Rate shall be available for a one-month Interest Period but LIBO Screen Rates shall be available for maturities both longer and shorter than a one-month Interest Period, then the LIBO Screen Rate for purposes of this sentence shall be the Interpolated Rate at such time and (ii) if such rate shall be less than zero, such rate shall be deemed to be zero. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Eurocurrency Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the NYFRB Rate or the Eurocurrency Rate, respectively.
Base Rate Borrowing” shall mean a Borrowing comprised of Base Rate Loans.
Base Rate Loan” shall mean a Loan bearing interest at a rate determined by reference to the Base Rate and, in any event, shall include all Swing Line Loans.
Blocked Person” shall have the meaning set forth in Section 3.21(b).
Board of Governors” shall mean the Board of Governors of the Federal Reserve System of the United States of America, or any successor thereto.
Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2, duly completed and filed by the UK Borrower, which:
(a)    where it relates to a UK Treaty Lender that is a Lender on the day this Agreement is entered into, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender's name in Annex B-1, and is filed with HMRC within 30 days of the date of this Agreement; or
(b)    where it relates to a UK Treaty Lender that is not a party to this Agreement on the date on which this Agreement is entered into, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the relevant Assignment and Assumption or as otherwise notified to the UK Borrower in writing within 15 days of the relevant UK Treaty Lender becoming a party to this Agreement and is filed with HMRC within 30 days of that date.
Borrowers” shall have the meaning set forth in the preamble hereto.

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Borrowing” shall mean (a) a borrowing of Swing Line Loans made on the same date and (b) a borrowing of Loans (other than Swing Line Loans) of the same Class, Type and currency, made, converted or continued by the US Borrower, the Canadian Borrower or the UK Borrower, as the case may be, on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.
Borrowing Date” shall mean any Business Day specified by a Borrower in a Borrowing Notice as a date on which the relevant Lenders are requested to make Loans hereunder.
Borrowing Notice” shall mean, with respect to any request for borrowing of Loans hereunder, a notice from a Borrower, substantially in the form of, and containing the information prescribed by, Exhibit E, delivered to the Administrative Agent.
Brazilian Foreign Guarantee Agreement” shall mean the Brazilian Foreign Guarantee Agreement, executed and delivered by Compass Minerals do Brasil Ltda pursuant to Schedule 5.18.
Business Day” shall mean any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close; provided that (a) when used in connection with notices, determinations, fundings, payments or other dealings in connection with the Eurocurrency Rate or any Eurocurrency Loans (other than Loans denominated in Canadian Dollars), the term “Business Day” will also exclude any day on which banks are not open for dealings in deposits in the applicable currency in the London interbank market or any day on which banks in London are not open for general business, (b) when used in connection with notices, determinations, fundings, payments or other dealings with respect to any Loan denominated in Canadian Dollars, the term “Business Day” will also exclude any day on which banks in Toronto, Ontario are not open for dealings in deposits of Canadian Dollars in the Canadian interbank market; (c) when used in connection with notices, determinations, fundings, payments or other dealings with respect to any Loan denominated in Euro, the term “Business Day” will also exclude any day that is not a TARGET Day; and (d) when used in connection with notices, determinations, fundings, payments or other dealings with respect to any Loan denominated in Sterling, the term “Business Day” will also exclude any day on which banking institutions located in London, England are authorized or required by law or other governmental action to close.
Calculation Date” shall mean (a) the last Business Day of each calendar quarter of the US Borrower, (b) each date (with such date to be reasonably determined by the Administrative Agent) that is on or about the date of (i) a Borrowing Notice or a notice delivered pursuant to Section 2.13, in each case with respect to any Revolving Loan or (ii) the issuance, amendment, renewal or extension of a Letter of Credit and (c) if an Event of Default has occurred and is continuing, any Business Day as determined by the Administrative Agent in its sole discretion.
Canadian Borrower” shall have the meaning set forth in the preamble hereto.
Canadian Dollars” or “C$” shall mean lawful money of Canada.
Canadian Pension Plan” shall mean a “registered pension plan”, as such term is defined in subsection 248(1) of the Income Tax Act (Canada), which is or was sponsored, administered or

9




contributed to, or required to be contributed to, by the Canadian Borrower or under which the Canadian Borrower has or may incur any actual or contingent liability.
Canadian Prime Rate” shall mean, for any day, the per annum rate of interest equal to the greater of (a) the per annum rate of interest publicly announced from time to time by the Administrative Agent as its reference rate in effect on such day at its principal office in Toronto, Canada, for determining interest rates applicable to commercial loans denominated in Canadian Dollars in Canada (each change in such reference rate being effective from and including the date such change is publicly announced as being effective) and (b) the Eurocurrency Rate that would be payable on such day for a Eurocurrency Loan denominated in Canadian Dollars with a one-month Interest Period plus 1.00%. For purposes of clause (b) above, the Eurocurrency Rate on any day shall be based on the CDOR Rate at approximately 10:00 a.m. (Toronto, Ontario time) (assuming an Interest Period of one month); provided that (i) if no CDOR Rate shall be available for a one-month Interest Period but CDOR Rates shall be available for maturities both longer and shorter than a one-month Interest Period, then the CDOR Rate for purposes of this sentence shall be the Interpolated Rate at such time and (ii) if such rate shall be less than zero, such rate shall be deemed to be zero. The Canadian Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Canadian Prime Rate.
Canadian Prime Rate Borrowing” shall mean a Borrowing comprised of Canadian Prime Rate Loans.
Canadian Prime Rate Loan” shall mean any Revolving Loan made by the Revolving Lenders to the Canadian Borrower in Canadian Dollars and accruing interest based on the Canadian Prime Rate.
Canadian Restricted Subsidiary” shall mean any Restricted Subsidiary that is organized under the laws of Canada, any province thereof or any jurisdiction within Canada.
Canadian Revolving Borrowing” shall mean a Borrowing comprised of Canadian Revolving Loans.
Canadian Revolving Exposure” shall mean, with respect to any Revolving Lender as of any date of determination, an amount equal to the Dollar Equivalent of the aggregate outstanding principal amount of all Canadian Revolving Loans of such Revolving Lender as of such date.
Canadian Revolving Loan” shall mean a Revolving Loan made to the Canadian Borrower pursuant to clause (ii) of Section 2.04(a).
Capital Expenditures” shall mean, for any period, without duplication, with respect to any Person, (a) any expenditure or commitment to expend money for any purchase or other acquisition of any asset, including capitalized leasehold improvements, which would be classified as a fixed or capital asset on a consolidated balance sheet of such Person prepared in accordance with GAAP and (b) Capital Lease Obligations; provided that, in any event, “Capital Expenditures” shall exclude: (i) any Permitted Acquisition and any other Investment permitted hereunder; (ii) any expenditures

10




to the extent financed with any Net Cash Proceeds of any Asset Sale or Recovery Event reinvested pursuant to Section 2.11(a) or Section 2.11(b), as applicable; (iii) expenditures for leasehold improvements for which such Person is reimbursed in cash or receives a credit; and (iv) capital expenditures to the extent they are made with the cash and Cash Equivalent proceeds of equity contributions (other than in respect of Disqualified Equity Interests) made to the US Borrower after the Closing Date.
Capital Lease” shall mean, with respect to any Person, any lease of, or other arrangement conveying the right to use, any property by such Person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.
Capital Lease Obligations” shall mean, with respect to any Person, the obligations of such Person to pay rent or other amounts under any Capital Lease, any lease entered into as part of any Sale and Leaseback or any Synthetic Lease, or a combination thereof, which obligations are (or would be, if such Synthetic Lease or other lease were accounted for as a Capital Lease) required to be classified and accounted for as Capital Leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof (or the amount that would be capitalized, if such Synthetic Lease or other lease were accounted for as a Capital Lease) determined in accordance with GAAP.
Cash Collateralize” shall mean to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Issuing Banks or Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and each applicable Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
Cash Equivalents” shall mean, as at any date of determination, any of the following: (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the government of the United States of America or (ii) issued by any agency of the United States of America and the obligations of which are backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after the date of acquisition and having a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) certificates of deposit, time deposits, Eurocurrency time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator), (ii) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000 and (iii) has a rating of at least AA- from S&P and Aa3 from Moody’s; (d) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and

11




maturing within six months from the date of acquisition; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (c) of this definition; and (g) shares of money market, mutual or similar funds which (i) invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; (ii) has net assets of not less than $500,000,000 and (iii) has the highest rating obtainable from either S&P or Moody’s.
Cash Management Agreement” shall mean any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.
Cash Management Bank” shall mean any Person that is a counterparty to a Cash Management Agreement and that (a) is an Agent or an Arranger (or an Affiliate of an Agent or an Arranger), (b) at the time it enters into such Cash Management Agreement, is a Lender (or an Affiliate of a Lender) or (c) if such Cash Management Agreement is in effect on the Closing Date, is a Lender (or an Affiliate of a Lender) as of the Closing Date, in each case in its capacity as a party to such Cash Management Agreement.
CDOR Rate” shall have the meaning set forth in the definition of “Eurocurrency Rate”.
CFC” shall mean a “controlled foreign corporation” as defined in Section 957 of the Code.
Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
Change of Control” shall mean the occurrence of any of the following events:
(a)    any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) shall have (x) acquired beneficial ownership or control of 30% or more (on a fully diluted basis) of the voting and/or economic interest in the Equity Interests of the US Borrower; or (y) obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of the US Borrower;

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(b)    the US Borrower shall cease to directly or indirectly own and control 100% (on a fully diluted basis) of each class of outstanding Equity Interests of either the Canadian Borrower or, except pursuant to a Disposition made in accordance with Section 6.04(f), the UK Borrower;
(c)    the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of the US Borrower shall cease to be occupied by Continuing Directors; or
(d)    any “change of control” or similar event (however denominated) shall occur under any indenture or other agreement with respect to Material Indebtedness of the US Borrower or any Restricted Subsidiary.
Class” (a) when used with respect to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Original Revolving Commitments, Incremental Revolving Commitments, Extended Revolving Commitments of a given Extension Series, Other Revolving Commitments of a given Refinancing Series, Original Term Loan Commitments, Incremental Term Commitments, Extended Term Commitments of a given Extension Series or Refinancing Term Commitments of a given Refinancing Series and (c) when used with respect to Loans, refers to whether such Loans are Original Revolving Loans, Incremental Revolving Loans, Extended Revolving Loans of a given Extension Series, Other Revolving Loans of a given Refinancing Series, Original Term Loans, Incremental Term Loans, Refinancing Term Loans of a given Refinancing Series or Extended Term Loans of a given Extension Series. Loans that are not fungible for United States federal income tax purposes shall be construed to be in different Classes or tranches. Commitments that, if and when drawn in the form of Loans, would yield Loans that are construed to be in different Classes or tranches pursuant to the immediately preceding sentence shall be construed to be in different Classes or tranches of Commitments corresponding to such Loans. There shall be no more than an aggregate of two Classes of Revolving Facilities and five Classes of Term Loan Facilities under this Agreement at any one time.
Closing Date” shall mean the date on which the conditions precedent set forth in Section 4.01 shall have been satisfied or waived in accordance with Section 9.01.
Co-Documentation Agents” shall mean U.S. Bank, National Association, Bank of Montreal, BOK Financial Corporation and Branch Banking and Trust Company, each in its capacity as co-documentation agent under this Agreement.
Code” shall mean the US Internal Revenue Code of 1986, as amended from time to time.
Collateral” shall mean all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document, but in any event excluding Excluded Assets.
Commitment” shall mean, with respect to any Lender, such Lender’s Original Term Loan Commitment, Incremental Term Commitment, Extended Term Commitment, Refinancing Term Commitment, Original Revolving Commitment, Incremental Revolving Commitment, Extended Revolving Commitment or Other Revolving Commitment.

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Commitment Fee” shall have the meaning set forth in Section 2.09(a).
Commitment Fee Rate” shall mean the percentage per annum as set forth below and determined based on the lower of (a) the applicable Level determined by reference to the applicable Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.02 (such Level, the “Leverage Level”) and (b) the applicable Level determined by reference to the applicable Corporate Rating (such Level, the “Ratings Level”), with Level I being the “lowest” level and Level V being the “highest” level; provided that if the Leverage Level and the Ratings Level are more than two Levels apart, then the Commitment Fee Rate will be determined by the Level that is one Level higher than the lower of the Leverage Level and the Ratings Level (for example, if the Leverage Level is Level I and the Ratings Level is Level IV, then the applicable rate will be determined by Level II).

Level

Corporate Rating
(Moody’s/S&P)
Consolidated Total Leverage Ratio
Commitment Fee Rate
I
Baa2/BBB or higher
≤ 1.25 to 1.00
0.175%
II
Baa3/BBB-
> 1.25 to 1.00 but
≤ 2.00 to 1.00
0.200%
III
Ba1/BB+
> 2.00:1.00 but
≤ 2.50 to 1.00
0.250%
IV
Ba2/BB
> 2.50 :1.00 but < 3.25:1.00
0.300%
V
Ba3/BB- or lower
> 3.25:1.00
0.350%

Solely for purposes of determining the Ratings Level:
(a)    If the applicable Corporate Rating by Moody’s and S&P are split-rated (i) by one Level, then the Ratings Level shall be determined by the higher of the two Corporate Ratings or (ii) by more than one Level, then the Ratings Level shall be determined by the Corporate Rating that is one Level higher than the Level applicable to the higher Corporate Rating by Moody’s or S&P, as the case may be (for example, if the Corporate Rating by Moody’s is Baa2 and the Corporate Rating by S&P is BB+, then the Ratings Level will be Level II);
(b)    In the event that either Moody’s or S&P (but not both) shall no longer issue a Corporate Rating, the Ratings Level shall be determined by the remaining Corporate Rating; and
(c)    In the event that both Moody’s and S&P no longer issue a Corporate Rating, unless and until the date, if any, that the US Borrower and the Required Lenders agree on a different arrangement, the existing Ratings Level shall continue in effect for the 30-day period immediately following such event, and subsequent to such period the Ratings Level shall be Level V.
For purposes of the foregoing, each change in the Leverage Level resulting from a change in the Consolidated Total Leverage Ratio shall be effective during the period commencing on and

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including the date of delivery to the Administrative Agent pursuant to Section 5.01(a) or Section 5.01(b) of the consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Leverage Level shall be deemed to be in Level V at the option of the Administrative Agent or at the request of the Required Lenders if the US Borrower fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 5.01(a) or Section 5.01(b) or the Compliance Certificate required pursuant to Section 5.02(b) during the period from the expiration of the time for delivery thereof until such consolidated financial statements and such certificate are delivered.
Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
Compliance Certificate” shall mean a certificate duly executed by a Responsible Officer of the US Borrower, substantially in the form of Exhibit A.
Consolidated Adjusted EBITDA” shall mean, for any period, Consolidated Net Income for such period:
(a)    increased, without duplication, by the following, in each case only to the extent (and in the same proportion) deducted (and not added back) in determining Consolidated Net Income for such period:
(i)Consolidated Interest Expense for such period;
(ii)all amounts attributable to depreciation and amortization for such period, including (without limitation) amortization of deferred financing costs but excluding amortization expense attributable to a prepaid cash item that was paid in a prior period;
(iii)consolidated income tax expense for such period;
(iv)any costs or expense incurred by the US Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the US Borrower or net cash proceeds of an issuance of Equity Interests of the US Borrower (other than Disqualified Equity Interests), in each case after the Closing Date solely to the extent that such cash proceeds or net cash proceeds are excluded from the calculation of the Available Amount and not previously applied for a purpose other than use in the Available Amount;
(v)the amount of any restructuring charges or reserves, equity-based or non-cash compensation charges or expenses, including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, retention charges (including charges or expenses in respect of incentive plans), start-up or initial costs for any project or new production line, division or new line of business or other business optimization expenses or reserves, including (without limitation) costs or reserves associated with improvements to information technology and accounting functions,

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integration and facilities opening costs or any one-time costs, in each case incurred in connection with a Specified Transaction; provided that the aggregate amount included for such period pursuant to this clause (a)(v), when taken together with the aggregate amount of cost savings, operating expense reductions and synergies that increase Consolidated Adjusted EBITDA for such period pursuant to Section 1.08(b), shall not exceed 15% of Consolidated Adjusted EBITDA (determined prior to giving effect to such increase) for such period;
(vi)any extraordinary, unusual, or non-recurring expenses, losses or charges; provided that the aggregate amount included pursuant to this clause (a)(vi) for such period shall not exceed 5% of the Consolidated Adjusted EBITDA (determined prior to giving effect to such adjustment) for such period;
(vii)any other non-cash charges or adjustments, including any write-offs or write-downs reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) the US Borrower may elect not to add back such non-cash charge in the current period and (B) to the extent the US Borrower elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA in such future period to such extent), and excluding any such non-cash charge or adjustment in respect of an item that was included in Consolidated Net Income in a prior period and any such non-cash charge that results from the write-off or write-down of inventory;
(viii)any expenses, charges or losses to the extent covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or sale, conveyance, transfer or other Disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as the US Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of the date of such determination; and
(ix)to the extent covered by insurance and actually reimbursed, or, so long as the US Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination, expenses, charges or losses with respect to liability or casualty events or business interruption; and
(b)    decreased, without duplication, and to the extent included in arriving at such Consolidated Net Income:
(i)non-cash gains or adjustments (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Adjusted EBITDA in any prior period) and all other non-cash items of income for such period;
(ii)all gains and income from investments recorded using the equity method;

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(iii)all cash payments made during such period on account of accruals, reserves and other non-cash charges added to Consolidated Net Income in a previous period pursuant to clause (a)(vii) above;
(iv)any extraordinary, unusual or non-recurring gains for such period determined on a consolidated basis in accordance with GAAP;
(v)the amount of any expenses, charges or losses covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or sale, conveyance, transfer or other disposition of assets permitted under this Agreement added to Consolidated Net Income in a previous period pursuant to clause (a)(viii) above to the extent not indemnified or reimbursed within 365 days of the date of determination by the US Borrower that a reasonable basis exists for indemnification or reimbursement; and
(vi)the amount of any expenses, charges or losses with respect to liability or casualty events or business interruption added to Consolidated Net Income in a previous period pursuant to clause (a)(ix) above to the extent not reimbursed within 365 days of the date of determination by the US Borrower that there exists reasonable evidence that such amount would be reimbursed by the insurer.
Consolidated Current Assets” shall mean, at any date, all amounts (other than cash and Cash Equivalents) that would be set forth opposite the caption “total current assets” (or any like caption) on the most recent consolidated balance sheet of the US Borrower and its Restricted Subsidiaries in accordance with GAAP.
Consolidated Current Liabilities” shall mean, at any date, all amounts that would be set forth opposite the caption “total current liabilities” (or any like caption) on the most recent consolidated balance sheet of the US Borrower and its Restricted Subsidiaries in accordance with GAAP, but excluding (a) the current portion of Consolidated Funded Debt and (b) all Indebtedness consisting of Revolving Loans or Swing Line Loans.
Consolidated First Lien Debt” shall mean, as of any date, all Consolidated Total Debt under this Agreement and all Consolidated Total Debt that is secured by a Lien on any of the Collateral on an equal priority basis (but without regard to control of remedies) with the Liens securing the Obligations, in each case as of such date.
Consolidated First Lien Leverage Ratio” shall mean, at any date, the ratio of (a) Consolidated First Lien Debt on such date to (b) Consolidated Adjusted EBITDA for the most recently ended Test Period.
Consolidated Funded Debt” shall mean, as of any date of determination, the aggregate amount (without duplication) of all Funded Debt of the US Borrower and its Restricted Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.
Consolidated Interest Coverage Ratio” shall mean, for any Test Period, the ratio of (a) Consolidated Adjusted EBITDA for such Test Period to (b) Consolidated Interest Expense for such Test Period.

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Consolidated Interest Expense” shall mean, with respect to any period, total consolidated interest expense (including interest attributable to Capital Lease Obligations in accordance with GAAP) of the US Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus (without duplication) (a) any cash interest or other cash financing costs accrued during such period in respect of Indebtedness of the US Borrower and its Restricted Subsidiaries that is required to be capitalized rather than included in consolidated interest expense of the US Borrower and its Restricted Subsidiaries for such period in accordance with GAAP plus (b) all cash dividends paid or payable during such period in respect of Disqualified Equity Interests issued by the US Borrower or any of its Restricted Subsidiaries; provided that such dividends shall be multiplied by a fraction the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the US Borrower (expressed as a decimal) for such period (as estimated by a Responsible Officer in good faith) plus (c) all discount, interest, yield, fees, premiums and other similar charges or costs in respect of all Permitted Securitizations for such period that are paid in cash. For purposes of the foregoing, interest expense shall exclude one-time financing fees (including arrangement, amendment and contract fees), deferred financing costs, debt issuance costs, costs in respect of Swap Contracts relating to interest rate protection, commissions, and expenses and, in each case, the amortization thereof.
Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of the US Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided, however, that there shall be excluded, without duplication:
(a)    except as required by Section 1.08, the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is designated a Restricted Subsidiary, as applicable, or is merged into or consolidated with the US Borrower or any of its Restricted Subsidiaries or that Person’s assets are acquired by the US Borrower or any of its Restricted Subsidiaries;
(b)    the income (or loss) of any Person that is not the US Borrower or a Wholly Owned Subsidiary of the US Borrower, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting; provided that Consolidated Net Income shall be increased, to the extent of such Person’s net income, by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents during such period) to the US Borrower or, subject to clause (c) below, any of its consolidated Restricted Subsidiaries by such Person in such period;
(c)    the undistributed earnings of any Restricted Subsidiary of the US Borrower to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by operation of the terms of its Organizational Documents or any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Restricted Subsidiary;
(d)    the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification or interpretation of accounting policies during such period to the extent included in Consolidated Net Income;

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(e)    any fees and expenses incurred during such period (including, without limitation, any premiums, make-whole or penalty payments), or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated on or prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each, case whether or not successful;
(f)    accruals and reserves that are established or adjusted within 12 months after the closing of any acquisition permitted hereunder (other than any such acquisition in the ordinary course of business) that are so required to be established as a result of such acquisition, in each case in accordance with GAAP;
(g)    any net after-tax effect of gains or losses on disposed, abandoned or discontinued operations;
(h)    any net after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Equity Interests of any Person in each case other than in the ordinary course of business (as determined in good faith by the US Borrower);
(i)    any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities recorded using the equity method or as a result of a Change in Law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;
(j)    any equity-based or other non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock, profits interests or other rights or equity-based incentive programs;
(k)    the effects of adjustments (including the effects of such adjustments pushed down to the US Borrower and its Restricted Subsidiaries) in the US Borrower’s consolidated financial statements pursuant to GAAP (including in the inventory (including any impact of changes to inventory valuation policy methods, including changes in capitalization of variances), property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition or joint venture investment or the amortization or write-off or write-down of any amounts thereof, net of Taxes; and
(l)    any cancellation of debt income, including any such income arising from the purchase of any Loans pursuant to Section 9.06(g).

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Consolidated Total Assets” shall mean the total assets of the US Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the US Borrower delivered pursuant to Section 5.01(a) or Section 5.01(b).
Consolidated Total Debt” shall mean, at any date, the aggregate principal amount of Consolidated Funded Debt as of such date.
Consolidated Total Leverage Ratio” shall mean, at any date, the ratio of (a) Consolidated Total Debt on such date to (b) Consolidated Adjusted EBITDA for the most recently ended Test Period.
Consolidated Total Net Debt” shall mean, at any date, the aggregate principal amount of Consolidated Funded Debt as of such date (net of Unrestricted Cash as of such date the Dollar Equivalent of which shall not exceed $50,000,000).
Consolidated Total Net Leverage Ratio” shall mean, at any date, the ratio of (a) Consolidated Total Net Debt on such date to (b) Consolidated Adjusted EBITDA for the most recently ended Test Period.
Consolidated Working Capital” shall mean, at any date, (a) Consolidated Current Assets on such date minus (b) Consolidated Current Liabilities on such date.
Continuing Directors” shall mean (a) the directors of the US Borrower on the Closing Date and (b) each other director of the US Borrower if, in each case, such other director’s nomination for election to the board of directors of the US Borrower is recommended by at least 66-2/3% of the votes of the then Continuing Directors.
Contract Consideration” shall have the meaning set forth in the definition of “Excess Cash Flow.”
Contractual Obligation” shall mean, with respect to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.
Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
Co-Syndication Agents” shall mean Fifth Third Bank, National Association and PNC Bank National Association & Wells Fargo Bank, National Association, each in their capacity as co-syndication agent under this Agreement.
Corporate Rating” shall mean, in the case of Moody’s, the corporate family rating issued by Moody’s in respect of the US Borrower and, in the case of S&P, the corporate rating issued by S&P in respect of the US Borrower.

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Credit Agreement Refinancing Indebtedness” shall mean Indebtedness incurred solely by a Borrower in the form of one or more Classes of Loans or Commitments under this Agreement, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to refinance, in whole or part, existing Term Loans and Revolving Commitments (and any Revolving Loans outstanding thereunder) of such Borrower, or any then-existing Credit Agreement Refinancing Indebtedness of such Borrower (“Refinanced Debt”); provided that (i) such Indebtedness is secured by the Collateral on an equal priority basis (but without regard to control of remedies) with the Liens securing the other Obligations hereunder and is not secured by any property or assets other than the Collateral securing the relevant Borrower’s Obligations, (ii) such Indebtedness is not guaranteed by any Person other than the Guarantors guaranteeing the relevant Borrower’s Obligations, (iii) such Indebtedness is incurred solely to refinance, in whole or part, Refinanced Debt, and the proceeds thereof shall be substantially contemporaneously applied to prepay such Refinanced Debt, interest and any premium (if any) thereon, and fees and expenses incurred in connection with such Credit Agreement Refinancing Indebtedness, and any Revolving Commitments so refinanced shall be concurrently terminated, (iv) such Indebtedness (including, if such Indebtedness includes any Revolving Commitments, the unused amount of such Revolving Commitments) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Commitments, the applicable amount thereof), plus accrued and unpaid interest, any premium, and fees and expenses reasonably incurred in connection therewith, (v) such Indebtedness has a maturity no earlier, and a Weighted Average Life to Maturity no shorter, than the maturity date or the remaining Weighted Average Life to Maturity, as applicable, of the Refinanced Debt, (vi) the terms and conditions of such Indebtedness (except as otherwise provided above and with respect to pricing, premiums, fees, rate floors and optional prepayment or redemption terms) are substantially identical to the terms and conditions applicable to the Refinanced Debt (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) and (vii) such Refinanced Debt shall be repaid, all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, and all commitments in respect thereof shall be terminated, on the date such Credit Agreement Refinancing Indebtedness is incurred or obtained.
Credit Extension” shall mean (a) the making of a Loan or (b) an L/C Credit Extension.
Credit Facilities” shall mean each of (a) the Original Term Loan Commitments and the Original Term Loans made thereunder (the “Original Term Loan Facility”), (b) any Incremental Term Loan Facility, (c) any Extended Term Loans of a given Series (each, an “Extended Term Loan Facility”), (d) any Refinancing Term Loans of a given Class (each, a “Refinancing Term Loan Facility”), (e) the Original Revolving Commitments and the extensions of credit made thereunder (the “Original Revolving Facility”), (f) any Incremental Revolving Commitments that constitute a separate Class and the extensions of credit made thereunder (each, an “Incremental Revolving Facility”), (g) any Extended Revolving Commitments of a given Extension Series and the extensions of credit made thereunder (each, an “Extended Revolving Facility”) and (h) any Other Revolving Commitments of a given Refinancing Series and the extensions of credit made thereunder (each, an “Other Revolving Facility”).
CTA 2009” means the United Kingdom Corporation Tax Act 2009.

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Debtor Relief Laws” shall mean the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies Creditors’ Arrangement Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect.
Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.
Defaulting Lender” shall mean, subject to Section 2.24(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent, the applicable Issuing Bank and the US Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, any Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the US Borrower, the Administrative Agent, any Issuing Bank or any Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent, any Issuing Bank or the US Borrower, to confirm in writing to the Administrative Agent, the applicable Issuing Bank and the US Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the US Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or of a Bail-In Action, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.24(b)) upon delivery of written notice of such determination to the US Borrower, each Issuing Bank, each Swing Line Lender and each Lender.

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Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the US Borrower or any Restricted Subsidiary in connection with a Disposition pursuant to Section 6.04 that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the US Borrower, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of such Disposition).
Disposition” shall mean, with respect to any Property, any sale, lease, sublease, assignment, conveyance, transfer, exclusive license or other disposition thereof (including (i) by way of merger or consolidation, (ii) any Sale and Leaseback and (iii) any Synthetic Lease); and the terms “Dispose” and “Disposed of” shall have correlative meanings.
Disqualified Equity Interests” shall mean any Equity Interests that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition, (a) require the payment of any dividends (other than dividends payable solely in shares of Qualified Equity Interests), (b) mature or are mandatorily redeemable or subject to mandatory repurchase or redemption or repurchase at the option of the holders thereof (other than solely for Qualified Equity Interests), in each case in whole or in part and whether upon the occurrence of any event, pursuant to a sinking fund obligation on a fixed date or otherwise (including as the result of a failure to maintain or achieve any financial performance standards) or (c) are or become convertible into or exchangeable for, automatically or at the option of any holder thereof, any Indebtedness, Equity Interests or other assets other than Qualified Equity Interests, in the case of each of clauses (a), (b) and (c), prior to the date that is 91 days after the Latest Maturity Date at the time of issuance of such Equity Interests (other than (i) following Payment in Full or (ii) upon a “change in control”; provided that any payment required pursuant to this clause (ii) is subject to the prior Payment in Full); provided, however, that if such Equity Interests are issued to any employee or to any plan for the benefit of employees of the US Borrower or the Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by a Group Member in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.
Disqualified Institution” shall mean, on any date, (a) any Person designated by the US Borrower as a “Disqualified Institution” by written notice delivered to the Administrative Agent on or prior to the date hereof and (b) any other Person that is a competitor of the US Borrower or any of its Subsidiaries, which Person has been designated by the US Borrower as a “Disqualified Institution” by written notice to the Administrative Agent and the Lenders (including by posting notice to the Platform) not less than five Business Days prior to such date; provided that “Disqualified Institutions” shall exclude any Person that the US Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent from time to time.
Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined in accordance with Section 1.07 using the Spot Rate with respect to such Alternative Currency.

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Dollars” or “$” shall mean lawful money of the United States of America.
Domestic Loan Party” shall mean the US Borrower and each Domestic Subsidiary Guarantor.
Domestic Restricted Subsidiary” shall mean any Restricted Subsidiary that is a Domestic Subsidiary.
Domestic Subsidiary” shall mean any Subsidiary organized under the laws of the United States of America, any State thereof, the District of Columbia or any other jurisdiction within the United States of America.
Domestic Subsidiary Guarantor” shall mean each Subsidiary Guarantor that is a Domestic Subsidiary.
DQ List” shall have the meaning set forth in Section 9.06(h).
Dutch Auction” shall have the meaning set forth in Section 9.06(g).
EEA Financial Institution” shall mean (a) any institution 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 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” shall mean (a) any of the member states of the European Union, (b) Iceland, (c) Liechtenstein and (d) Norway.
EEA Resolution Authority” shall mean any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Eligible Assignee” shall mean any Person that meets the requirements to be an assignee under Section 9.06(b)(iii), Section 9.06(b)(v) and Section 9.06(b)(vi) (subject to such consents, if any, as may be required under Section 9.06(b)(iii)). For the avoidance of doubt, any Disqualified Institution is subject to Section 9.06(h).
EMU Legislation” shall mean the legislative measures of the European Union for the introduction of, changeover to or operation of a single or unified European currency.
Environmental Laws” shall mean any and all laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, or other legally binding requirements (including principles of common law) of any Governmental Authority, regulating, relating to or imposing liability or standards of conduct concerning pollution, the preservation or protection of the environment, natural resources or human health (including employee health and safety), or the generation, manufacture,

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use, labeling, treatment, storage, handling, transportation or Release of, or exposure to, Materials of Environmental Concern, as has been, is now, or may at any time hereafter be, in effect.
Environmental Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties, attorney or consultant fees or indemnities) resulting from or based upon (a) non-compliance with any Environmental Law, (b) exposure to any Materials of Environmental Concern, (c) Release or threatened Release of any Materials of Environmental Concern, (d) any investigation, remediation, removal, clean-up or monitoring required under Environmental Laws or required by a Governmental Authority (including Governmental Authority oversight costs that the party conducting the investigation, remediation, removal, clean-up or monitoring is required to reimburse) or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
Equity Interest” shall mean, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited), if such Person is a limited liability company, membership interests, and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued on or after the Closing Date, but excluding debt securities convertible or exchangeable into such equity interests.
ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, the regulations promulgated thereunder and any successor thereto.
ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with any Group Member, is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 or 303 of ERISA or Section 412 or 430 of the Code, is treated as a single employer under Section 414 of the Code. Any former ERISA Affiliate of the Group Members shall continue to be considered an ERISA Affiliate of the Group Members within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of any Group Member and with respect to liabilities arising after such period for which any Group Member could be liable under the Code or ERISA.
ERISA Event” shall mean (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Single Employer Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation in effect on the date hereof); (b) the failure to meet the minimum funding standard of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA with respect to any Single Employer Plan, whether or not waived; (c) 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 Single Employer Plan; (d) the termination of any Single Employer Plan or the withdrawal or partial withdrawal of any Group Member or any of their respective ERISA Affiliates from any Single Employer Plan or Multiemployer Plan; (e) a determination that any Single Employer Plan is, or is expected to be, in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA); (f) a determination

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that any Multiemployer Plan is, or is expected to be, in “critical” or “endangered” status under Section 432 of the Code or Section 305 of ERISA; (g) the receipt by any Group Member or any of their respective ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan; (h) the adoption of any amendment to a Single Employer Plan that would require the provision of security pursuant to Section 436(f) of the Code; (i) the receipt by any Group Member or any of their respective ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from any Group Member or any of their respective ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA; (j) the failure by any Group Member or any of their respective ERISA Affiliates to make a required contribution to a Multiemployer Plan; (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in material liability to any Group Member; (l) the receipt from the IRS of notice of disqualification of any Plan intended to qualify under Section 401(a) of the Code, or the disqualification of any trust forming part of any Plan intended to qualify for exemption from taxation under Section 501(a) of the Code; (m) the imposition of a lien pursuant to Section 430(k) of the Code or Section 303(k) of ERISA or a violation of Section 436 of the Code with respect to any Single Employer Plan; (n) the assertion of a material claim (other than routine claims for benefits) against any Plan other than a Multiemployer Plan or the assets thereof, or against any Group Member or any of their respective ERISA Affiliates in connection with any Plan; or (o) the occurrence of an act or omission which could give rise to the imposition on any Group Member or any of their respective ERISA Affiliates of any fine, penalty, tax or related charge under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Plan.
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.
Eurocurrency Base Rate” shall mean, with respect to any Eurocurrency Loan for any applicable currency and for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in the relevant currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion) (in each case, the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, on the Quotation Day; provided that, if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided, further, that, if the LIBO Screen Rate shall not be available at such time for such Interest Period with respect to the applicable currency, then the Eurocurrency Base Rate shall be the Interpolated Rate at such time; provided that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans.

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Eurocurrency Loan” shall mean a Loan bearing interest at a rate determined by reference to the Eurocurrency Rate.
Eurocurrency Rate” shall mean, with respect to any Eurocurrency Loan for any Interest Period:
(a)    denominated in (i) Dollars, a per annum rate of interest equal to (x) the Eurocurrency Base Rate for such Interest Period multiplied by (y) the Statutory Reserve Rate, and (ii) Euros or Sterling, a per annum rate of interest equal to the Eurocurrency Base Rate for such Interest Period; and
(b)    denominated in Canadian dollars, a per annum rate of interest equal to the Canadian Dealer Offered Rate (“CDOR”), or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Reuters page or screen (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in each case, the “CDOR Screen Rate”) at or about 10:00 a.m. (Toronto, Ontario time) on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent) (or if such day is not a Business Day, then on the immediately preceding Business Day with a term equivalent to such Interest Period); provided that, if the applicable CDOR Screen Rate shall be less than zero, then such rate shall be deemed to be zero for purposes of this Agreement; provided, further, that, if the CDOR Screen Rate shall not be available at such time for such Interest Period, then the CDOR Screen Rate shall be the Interpolated Rate at such time; provided that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
Euros” or “” shall mean the single currency of the Participating Member States.
Event of Default” shall mean any of the events specified in Section 7.01; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.
Excess Cash Flow” shall mean, for any fiscal year of the US Borrower, the excess, if any, of:
(a)    the sum, without duplication, of:
(i)Consolidated Net Income for such fiscal year;
(ii)the amount of all non-cash charges (including depreciation and amortization, but excluding any non-cash losses on the Disposition of Property by the US Borrower and its Restricted Subsidiaries) to the extent deducted in arriving at such Consolidated Net Income (excluding any such non-cash charge to the extent that it represents an accrual or reserve for a potential cash charge in any future fiscal year or amortization of a prepaid cash gain that was paid in a prior fiscal year);

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(iii)the amount of the decrease, if any, in Consolidated Working Capital (other than a result of a reclassification of assets or liabilities from the short to the long-term or vice versa) for such fiscal year; and
(iv)the aggregate amount of non-cash losses on the Disposition of Property by the US Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income; minus
(b)    the sum, without duplication, of:
(i)the amount of all non-cash credits included in arriving at such Consolidated Net Income (but excluding any non-cash gains on the Disposition of Property by the US Borrower and its Restricted Subsidiaries);
(ii)(A) Capital Expenditures made by the US Borrower and its Restricted Subsidiaries in cash during such fiscal year (or paid in cash following the end of such fiscal year and prior to the date the mandatory prepayment is required to be made pursuant to Section 2.11(d); provided that any such expenditure included in this clause (b)(ii) pursuant to this parenthetical shall not be deducted in calculating Excess Cash Flow for the fiscal year in which it is made) and (B) cash consideration paid in cash during such fiscal year to make Investments permitted under this Agreement (other than Investments in Cash Equivalents), in each case, except to the extent (A) funded by the incurrence of Indebtedness (other than proceeds of Revolving Loans or Swing Line Loans) or Capital Lease Obligations of the US Borrower or its Restricted Subsidiaries or (B) funded with the proceeds of Equity Interests issued by the US Borrower or any of its Restricted Subsidiaries;
(iii)the aggregate amount of all principal payments of long-term Indebtedness of the US Borrower or any of its Restricted Subsidiaries during such fiscal year, in each case, to the extent made by the US Borrower or any of its Restricted Subsidiaries in cash with internally generated cash, excluding (x) all voluntary and mandatory prepayments or repurchases of Term Loans, (y) all prepayments, redemptions or repurchases of Junior Indebtedness except to the extent permitted under Section 6.07(a) and (z) all prepayments of revolving Indebtedness, in each case during such fiscal year;
(iv)the amount of the increase, if any, in Consolidated Working Capital for such fiscal year (other than a result of a reclassification of assets or liabilities from the short to the long-term or vice versa);
(v)the aggregate amount of non-cash gains on the Disposition of Property by the US Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income;
(vi)without duplication of amounts deducted from Excess Cash Flow in other fiscal years, the aggregate consideration required to be paid in cash by the US Borrower and its Restricted Subsidiaries pursuant to binding contracts with third parties that are not

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Affiliates (the “Contract Consideration”) entered into prior to or during such fiscal year relating to acquisitions that constitute long-term Investments permitted under this Agreement or Capital Expenditures, in each case, to the extent expected to be consummated or made during the period of four consecutive fiscal quarters of the US Borrower following the end of such fiscal year; provided that, to the extent the aggregate amount of internally generated cash actually utilized to finance such Investments or Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters; and
(vii)any fees or expenses paid in cash during such fiscal year in connection with any Investment, Disposition, incurrence or repayment of Indebtedness, issuance of Equity Interests or amendment or modification of any debt instrument (including any amendment or other modification of this Agreement or the other Loan Documents) and including, in each case, any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed.
Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.
Excluded Assets” shall mean:
(a)any currently owned or leased Real Property (other than Material Real Property);
(b)commercial tort claims where the amount of damages claimed by the applicable Loan Party is less than $500,000;
(c)any building, structure or improvement located in an area determined by the Federal Emergency Management Agency to have special flood hazards; provided that the US Borrower has certified in writing to the Administrative Agent and the Lenders that such building, structure or improvement has a fair market value of less than or equal to $100,000 (unless the Required Lenders have determined that such building, structure or improvement is otherwise material to the business of the Loan Parties, taken as a whole);
(d)governmental licenses, state or local franchises, charters and authorizations and any other property and assets to the extent that the Administrative Agent may not validly possess a security interest therein under applicable Requirements of Law (including rules and regulations of any Governmental Authority or agency) or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization that has not been obtained, other than to the extent such prohibition or limitation on possessing a security interest therein is rendered ineffective under the UCC or other applicable Requirements of Law notwithstanding such prohibition or limitation;
(e)any lease, license, Permit or agreement to the extent that a grant of a security interest therein (i) is prohibited by applicable Requirements of Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Requirements of Law notwithstanding such prohibition or (ii) to the extent and for so long as it would violate or invalidate the terms thereof

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(in each case, after giving effect to the relevant provisions of the UCC or other applicable Requirements of Law) or would give rise to a termination right of an unaffiliated third party thereunder or require consent of an unaffiliated third party thereunder (except to the extent such provision is overridden by the UCC or other Requirements of Law), in each case, only to the extent that such limitation on such pledge or security interest is otherwise permitted under Section 6.11;
(f)Margin Stock (to the extent a security interest therein would violate the provisions of the regulations of the Board of Governors, including Regulation T, Regulation U or Regulation X) and Equity Interests in any Person other than Wholly Owned Restricted Subsidiaries that cannot be pledged without the consent of unaffiliated third parties;
(g)any property or assets to the extent the creation or perfection of pledges thereof, or security interests therein, in each case as contemplated hereunder or under the Security Documents could reasonably be expected to result in material adverse tax consequences or material adverse regulatory consequences to the US Borrower or any of its Subsidiaries, as reasonably determined by the US Borrower;
(h)any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto and acceptance thereof by the United States Patent and Trademark Office, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of or void such intent-to-use trademark application or any registration that may issue therefrom under applicable federal law;
(i)particular assets if and for so long as, if reasonably agreed by the Administrative Agent and the US Borrower, the cost of creating a pledge or security interest in such assets exceed the practical benefits to be obtained by the Lenders therefrom;
(j)any Equity Interests of a Foreign Subsidiary or of a FSHCO in excess of 65% of the Equity Interests of such Foreign Subsidiary or FSHCO; and
(k)any assets located outside the United States (other than the Goderich Mine which shall be mortgaged pursuant to the Goderich Mine Mortgage solely to secure the Obligations of the Canadian Borrower and the UK Borrower) to the extent that such assets require action under the law of any non-US jurisdiction to create or perfect a security interest in such assets under such non-US jurisdiction, including any Intellectual Property registered in any non-US jurisdiction;
provided, however, that (i) Excluded Assets shall not include any proceeds, substitutions or replacements of any Excluded Assets referred to in clauses (a) through (k) (unless such proceeds, substitutions or replacements would independently constitute Excluded Assets referred to in clauses (a) through (k)) and (ii) Excluded Assets shall not include any Seller’s Retained Interest in respect of a Permitted Securitization.
Excluded Information” shall mean any non-public information with respect to the US Borrower or its Subsidiaries or any of their respective securities to the extent such information could have a material effect upon, or otherwise be material to, an assigning Term Lender’s decision to assign Term Loans or a purchasing Term Lender’s decision to purchase Term Loans.

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Excluded Perfection Assets” shall mean:
(a)motor vehicles and other assets subject to certificates of title (in each case to the extent not constituting inventory) and airplanes;
(b)letter of credit rights, except to the extent constituting supporting obligations for other Collateral as to which perfection of the security interest in such other Collateral is accomplished solely by the filing of a UCC financing statement or another method that is required by the Security Documents for such other Collateral;
(c)cash and Cash Equivalents (other than proceeds of Collateral as to which perfection of the security interest in such proceeds is accomplished solely by the filing of a UCC financing statement or automatically), deposit accounts (in each case, other than proceeds of Collateral held in such accounts as to which perfection of the security interest in such proceeds is accomplished solely by the filing of a UCC financing statement or automatically and other than any Collateral Account (as defined in the Guarantee and Collateral Agreement)) and any other assets requiring perfection through control agreements or by “control” (other than (i) in respect of Equity Interests in the US Borrower and in Restricted Subsidiaries or (ii) as provided for in the Guarantee and Collateral Agreement); and
(d)particular assets if and for so long as, if reasonably agreed by the Administrative Agent and the US Borrower, the cost of perfecting a pledge or security interest in such assets exceed the practical benefits to be obtained by the Lenders therefrom.
Excluded Subsidiary” shall mean (a) any Subsidiary that is not a Wholly Owned Subsidiary of the US Borrower, (b) solely in respect of a guarantee of (and the creation of a Lien to secure) the Obligations of the US Borrower or of any Domestic Subsidiary Guarantor, (i) any Foreign Subsidiary, (ii) any direct or indirect Subsidiary of a CFC, and (iii) any FSHCO, (c) any Unrestricted Subsidiary, (d) any Immaterial Restricted Subsidiary, (e) any special purpose securitization vehicle (or similar entity), (f) any captive insurance Subsidiary, (g) any not-for-profit Subsidiary, (h) any Subsidiary that is prohibited by any applicable Requirement of Law or Contractual Obligation from guaranteeing the Obligations or which would require a consent, approval, license or authorization of any Governmental Authority to provide such a guarantee (unless such consent, approval, license or authorization has been received and in any event only for so long as such restriction exists, and with respect to any such restriction under a Contractual Obligation, only to the extent existing on the Closing Date or on the date the applicable Person becomes a Subsidiary and not entered into in contemplation thereof) and (i) any other Subsidiary with respect to which, in the reasonable judgment of the US Borrower and the Administrative Agent, the burden or cost of such entity providing a guarantee or pledging assets to secure the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom.
Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any

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thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to any and all keepwell, support and/or other guarantee agreements for the benefit of such Guarantor made by the other Loan Parties) at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.
Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated) or 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 jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of any Recipient, US federal withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan or Commitment or becomes a party to this Agreement (other than pursuant to an assignment request by the US Borrower or Canadian Borrower under Section 2.25) or (ii) such Recipient (if the Recipient is a Lender or an Issuing Bank) changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.20(h) or Section 2.20(i), (d) any Taxes imposed under FATCA, (e) withholding Taxes payable under Part XIII of the Income Tax Act (Canada) that are imposed on amounts payable to or for the account of a Recipient as a consequence of such Recipient not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with the Canadian Borrower at the time of such payment, (f) withholding Taxes payable under Part XIII of the Income Tax Act (Canada) that are imposed on amounts payable to or for the account of Recipient as a consequence of the Recipient being a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Canadian Borrower, or not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with a “specified
shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Canadian Borrower, (g) in the case of any Recipient, any Canadian withholding tax that is imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in the Loan or Commitment at the time such Lender (i) becomes a party to this Agreement (other than pursuant to an assignment request by theCanadian Borrower under Section 2.25), or (ii) if the Recipient is a Lender or an Issuing Bank, changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Recipient's assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its lending office and (h) any Bank Levy.


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Executive Order No. 13224” shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same as been, or shall hereafter be, renewed, extended, amended or replaced.
Existing Credit Facility” shall mean those certain credit facilities made available to the Borrowers pursuant to the Credit Agreement dated as of November 28, 2001, as amended and restated as of September 30, 2011, as further amended and restated as of May 18, 2012 and as further amended as of December 14, 2015, among the Borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent.
Existing Letters of Credit” shall mean the letters of credit described in Annex A.
Extended Revolving Commitment” shall have the meaning set forth in Section 2.27(b)(i).
Extended Revolving Facility” shall have the meaning set forth in the definition of “Credit Facilities”.
Extended Revolving Loan” shall mean any loan made pursuant to an Extended Revolving Commitment.
Extended Term Commitment” shall mean a commitment of an Extending Term Lender to make Extended Term Loans in accordance with Section 2.27.
Extended Term Loan Facility” shall have the meaning set forth in the definition of “Credit Facilities”.
Extended Term Loans” shall have the meaning set forth in Section 2.27(a)(i).
Extending Revolving Lender” shall have the meaning set forth in Section 2.27(b)(i).
Extending Term Lender” shall have the meaning set forth in Section 2.27(a)(i).
Extension” shall mean a Term Loan Extension or a Revolving Extension.
Extension Amendment” shall have the meaning set forth in Section 2.27(d).
Extension Offer” shall mean a Term Loan Extension Offer or a Revolving Extension Offer.
Extension Series” shall mean any Term Loan Extension Series or any Revolving Extension Series, as the case may be.
Fair Market Value” shall mean the current value that would be attributed to the Securitization Assets by an independent and unaffiliated third party purchasing the Securitization Assets in an arms-length sale transaction, as determined in good faith by the US Borrower.
FASB ASC” shall mean the Accounting Standards Codification of the Financial Accounting Standards Board.

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FATCA” shall mean 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 Section 1471(b)(1) of the Code, any intergovernmental agreements entered into in accordance with the foregoing, any legislation or other guidance implementing such intergovernmental agreements and any official interpretations thereof.
Federal Funds Effective Rate” shall mean, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided, however, that if such rate shall be less than zero, then such rate shall be deemed to be zero for all purposes of this Agreement.
Flood Certificate” shall mean a “Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental Authority performing a similar function.
Foreign Benefit Event” shall mean, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (d) the incurrence of any liability by any Group Member under any applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by any Group Member, or the imposition on any Group Member of any fine, excise tax or penalty resulting from any noncompliance with any applicable law.
Foreign Guarantee Agreement” shall mean the Foreign Guarantee Agreement, dated as of the Closing Date and executed and delivered by the Borrowers and each Subsidiary Guarantor.
Foreign Lender” shall mean a Lender that is not a US Person.
Foreign Loan Party” shall mean the Canadian Borrower, the UK Borrower and each Foreign Subsidiary Guarantor.
Foreign Pension Plan” shall mean any plan, fund (including any superannuation fund) or other similar program (including any Canadian Pension Plan) established or maintained outside the United States of America by the US Borrower or any one or more of its Restricted Subsidiaries primarily for the benefit of employees of the US Borrower or any of its Restricted Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides,

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or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.
Foreign Restricted Subsidiary” shall mean any Restricted Subsidiary that is a Foreign Subsidiary.
Foreign Subsidiary” shall mean any Subsidiary of the US Borrower that is not a Domestic Subsidiary.
Foreign Subsidiary Guarantor” shall mean each Subsidiary Guarantor that is a Foreign Subsidiary.
Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Revolving Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such Issuing Bank other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to any Swing Line Lender, such Defaulting Lender’s Revolving Percentage of outstanding Swing Line Loans made by such Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.
FSHCO” shall mean any entity substantially all the assets of which consist of Equity Interests and/or debt interests of one or more CFCs.
Funded Debt” shall mean, with respect to any Person, all Indebtedness of such Person of the types described in (a) clauses (a) through (e) of the definition of “Indebtedness” as would be required to be reflected on the liability side of a balance sheet of such Person in accordance with GAAP as determined on a consolidated basis, (b) solely with respect to letters of credit, bankers’ acceptances and similar facilities that have been drawn but not yet reimbursed, clause (f) of the definition of “Indebtedness” and (c) clauses (h) and (i) of the definition of “Indebtedness” in respect of Indebtedness of other Persons of the type described in the immediately preceding clauses (a) and (b).
GAAP” shall mean generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States of America, that are applicable to the circumstances as of the date of determination, consistently applied.
Goderich Mine” shall mean (a) all freehold lands owned by the Canadian Borrower at the Goderich mine site, in the County of Huron, in the Province of Ontario, Canada; (b) that certain mining lease no. 107377 between the Canadian Borrower and the Province of Ontario as represented by the Minister of Northern Development and Mines; (c) all salt already found or which may hereafter be found to exist in or under the foregoing; (d) each lease made between the Canadian Borrower and The Corporation of the Town of Goderich with respect to port lands; and (e) the rights of the Canadian Borrower pursuant to the port user agreement, right of first refusal agreements and

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other port related agreements made from time to time among the Town of Goderich, Goderich Port Management Corporation and the Canadian Borrower.
Goderich Mine Mortgage” shall mean a registered demand debenture in the nominal principal amount of $100,000,000 made by the Canadian Borrower in favor of the Administrative Agent, for the benefit of the Secured Parties, creating a first-ranking charge over the Goderich Mine.
Governmental Act” shall mean any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.
Governmental Authority” shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
Granting Lender” shall have the meaning set forth in Section 9.06(f).
Grantor” shall mean any Loan Party that is party to the Guarantee and Collateral Agreement.
Group Member” shall mean each of the US Borrower and its Restricted Subsidiaries and “Group Members” shall refer to each such Person, collectively.
Guarantee and Collateral Agreement” shall mean the Guarantee and Collateral Agreement, dated as of the Closing Date and executed and delivered by the Administrative Agent, the US Borrower and each Domestic Subsidiary Guarantor.
Guarantee Obligation” shall mean, with respect to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit), if to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term “Guarantee Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (1) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (2) the maximum amount for which such guaranteeing person may be liable pursuant to

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the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the US Borrower in good faith.
Guarantors” shall mean the collective reference to the US Borrower and the Subsidiary Guarantors.
Hedge Bank” shall mean any Person that is a counterparty to a Swap Contract permitted under Article VI and that (a) is an Agent or an Arranger (or an Affiliate of an Agent or an Arranger), (b) at the time it enters into such Swap Contract, is a Lender (or an Affiliate of a Lender) or (c) if such Swap Contract is in effect on the Closing Date, is a Lender (or an Affiliate of a Lender) as of the Closing Date, in each case in its capacity as a party to such Swap Contract.
Highest Lawful Rate” shall mean the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow.
Historical Audited Financial Statements” shall mean the audited consolidated balance sheets of the US Borrower and its Restricted Subsidiaries as at the end of the fiscal years ended 2013, 2014 and 2015 and the related consolidated statements of income or operations, changes in stockholders’ equity and cash flows for such fiscal years, including the notes thereto.
HMRC” shall mean H.M. Revenue & Customs of the United Kingdom.
HMRC DT Treaty Passport Scheme” shall mean HMRC’s Double Taxation Treaty Passport scheme.
“Immaterial Restricted Subsidiary” shall mean any Restricted Subsidiary (other than a Borrower) designated by the US Borrower, in writing to the Administrative Agent, as an “Immaterial Restricted Subsidiary” if and for so long as such Restricted Subsidiary does not have (a) total assets as of the last day of the most recently ended fiscal quarter of the US Borrower for which financial statements are available exceeding 5% of the Consolidated Total Assets and (b) total revenues for the most recent four fiscal quarter period of the US Borrower for which financial statements are available exceeding 5% of the total revenues of the US Borrower and its Restricted Subsidiaries, on a consolidated basis, for such period; provided that (i) the aggregate amount of total assets of all Immaterial Restricted Subsidiaries as of the last day of any fiscal quarter of the US Borrower for which financial statements are required to have been delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable, may not exceed 10% of the Consolidated Total Assets and (ii) the aggregate total revenues of all Immaterial Restricted Subsidiaries for the most recent four fiscal quarter period of the US Borrower for which financial statements are required to have been delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable, may not exceed 10% of the total revenues of the US Borrower and its Restricted Subsidiaries, on a consolidated basis, for such period; provided, further, that the US Borrower may designate, in writing to the Administrative

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Agent, any Immaterial Restricted Subsidiary as a Material Restricted Subsidiary in order to cause the above required terms to be satisfied.
Incremental Amendment” shall have the meaning set forth in Section 2.26(f).
Incremental Commitments” shall have the meaning set forth in Section 2.26(a).
Incremental Equivalent Indebtedness” shall have the meaning set forth in Section 6.01(r).
Incremental Facility Closing Date” shall have the meaning set forth in Section 2.26(d).
Incremental Lenders” shall have the meaning set forth in Section 2.26(c).
Incremental Loan” shall have the meaning set forth in Section 2.26(b).
Incremental Loan Request” shall have the meaning set forth in Section 2.26(a).
Incremental Revolving Commitments” shall have the meaning set forth in Section 2.26(a).
Incremental Revolving Facility” shall have the meaning set forth in the definition of “Credit Facilities”.
Incremental Revolving Lender” shall have the meaning set forth in Section 2.26(c).
Incremental Revolving Loan” shall have the meaning set forth in Section 2.26(b).
Incremental Term Commitments” shall have the meaning set forth in Section 2.26(a).
Incremental Term Lender” shall have the meaning set forth in Section 2.26(c).
Incremental Term Loan” shall have the meaning set forth in Section 2.26(b).
Incremental Term Loan Facility” shall mean a term loan facility established pursuant to Section 2.26.
Indebtedness” shall mean, of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services, including seller notes or earn-out obligations appearing on such Person’s balance sheet in accordance with GAAP (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures, loan agreements or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations, Purchase Money Obligations or Attributable Indebtedness of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under bankers’ acceptance, letter of credit or similar facilities, (g) all obligations of such Person in respect of Disqualified Equity Interests of such Person, (h) all Guarantee Obligations of such Person in respect

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of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) for the purposes of Section 6.01 and Section 7.01(e) only, all obligations of such Person in respect of Swap Contracts.
Indemnified Liabilities” shall have the meaning set forth in Section 9.05(b).
Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.
Indemnitee” shall have the meaning set forth in Section 9.05(b).
Intellectual Property” shall mean the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States of America, state, provincial, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, service-marks, technology, know-how and processes, recipes, formulas, trade secrets, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.
Intellectual Property Security Agreements” shall have the meaning set forth in the Guarantee and Collateral Agreement.
Intercreditor Agreements” shall mean, collectively, the Pari Passu Intercreditor Agreement and the Junior Lien Intercreditor Agreement, in each case to the extent in effect.
Interest Payment Date” shall mean (a) as to any Eurocurrency Loan, the last day of each Interest Period applicable to such Eurocurrency Loan and the final maturity date of such Eurocurrency Loan; provided, however, that, if any Interest Period for a Eurocurrency Loan is longer than three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, Canadian Prime Rate Loan or Swing Line Loan, the last Business Day of each March, June, September and December to occur while such Loan is outstanding and the applicable Maturity Date of such Loan.
Interest Period” shall mean, with respect to any Eurocurrency Loan, the period commencing on the date such Eurocurrency Loan is disbursed or converted to or continued as a Eurocurrency Loan and ending on the date that is one, two, three or six months thereafter (in each case, subject to availability), as selected by a Borrower in its Borrowing Notice, or such other period that is 12 months or less that is requested by a Borrower and consented to by all relevant Lenders; provided that (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such next succeeding Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a Eurocurrency Loan that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the

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last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no Interest Period shall extend beyond the applicable Maturity Date.
Intermediate Financing Subsidiary” shall mean a Special Purpose Securitization Subsidiary referred to in clause (ii) of the definition of such term.
Interpolated Rate” shall mean, at any time, for any Interest Period, (a) with respect to any Eurocurrency Loan denominated in Dollars, Euros or Sterling (or for purposes of determining the Base Rate in accordance with clause (c) of the definition thereof and assuming an Interest Period of one month), the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (i) the LIBO Screen Rate for the longest period for which the LIBO Screen Rate is available for the applicable currency that is shorter than such Interest Period and (ii) the LIBO Screen Rate for the shortest period for which the LIBO Screen Rate is available for the applicable currency that is longer than such Interest Period, in each case, at such time and (b) with respect to any Eurocurrency Loan denominated in Canadian Dollars (or for purposes of determining the Canadian Prime Rate in accordance with clause (b) of the definition thereof and assuming an Interest Period of one month), the rate per annum (rounded to the same number of decimal places as the CDOR Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (i) the CDOR Screen Rate for the longest period for which the CDOR Screen Rate is available that is shorter than such Interest Period and (ii) the CDOR Screen Rate for the shortest period for which the CDOR Screen Rate is available that is longer than such Interest Period, in each case, at such time.
Inventory Assets” shall mean inventory from time to time owned by any Restricted Subsidiary of the US Borrower.
Investment” shall mean, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment (including without regard to any write-downs or write-offs).
Investment Grade Rating” shall mean, for any Person, that such Person has received and maintains both (a) a public corporate credit rating from S&P of BBB- or better and (b) a public corporate family rating of Baa3 or better from Moody’s.
IRS” shall mean the United States Internal Revenue Service.

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Issuing Bank” shall mean JPMorgan Chase Bank, N.A., The Bank of Nova Scotia and any other Revolving Lender from time to time designated by the US Borrower as an Issuing Bank pursuant to Section 2.07(i) (in each case, other than any Person that shall have ceased to be an Issuing Bank in accordance with the terms hereof). Any reference to “Issuing Bank” herein shall, except as the context may otherwise require, be to the Issuing Bank that issues a particular Letter of Credit. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit (including Existing Letters of Credit) to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.
ITA 2007” means the United Kingdom Income Tax Act 2007.
Junior Indebtedness” shall mean, collectively, the Senior Notes and any Indebtedness of any Group Member that is by its terms subordinated in right of payment to all or any portion of the Obligations.
Junior Lien Intercreditor Agreement” shall mean a customary intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, to be entered into by and among the US Borrower, the other Loan Parties from time to time party thereto, the Administrative Agent and one or more Other Debt Representatives.
Landlord Consent and Estoppel” shall mean, with respect to any Leasehold Property, a letter, certificate or other instrument in writing from the lessor under the related lease, pursuant to which, among other things, the landlord consents to the granting of a Mortgage on such Leasehold Property by the Loan Party tenant, such Landlord Consent and Estoppel to be in form and substance reasonably acceptable to the Administrative Agent, but in any event sufficient for the Administrative Agent to obtain a Title Policy with respect to such Mortgage.
Latest Maturity Date” shall mean, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Original Term Loan, Incremental Term Loan, Extended Term Loan, Refinancing Term Loan, Original Revolving Loan, Incremental Revolving Loan, Extended Revolving Loan, Other Revolving Loan, Original Term Loan Commitment, Incremental Term Commitment, Extended Term Commitment, Refinancing Term Commitment, Original Revolving Commitment, Incremental Revolving Commitment, Extended Revolving Commitment or Other Revolving Commitment, in each case, as extended in accordance with this Agreement from time to time.
L/C Borrowing” shall mean an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Loan.
L/C Commitment” shall mean, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit hereunder. The initial amount of each Issuing Bank’s L/C Commitment is set forth on Annex B-3 or, if an Issuing Bank has been designated in accordance with Section 2.07(i), is the amount set forth for such Issuing Bank as its L/C Commitment in the Register.

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L/C Credit Extension” shall mean, with respect to any Letter of Credit, the issuance thereof, extension of the expiry date thereof or increase in the amount thereof.
L/C Obligations” shall mean, at any time, an amount equal to the sum of (a) the Dollar Equivalent of the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit (including any and all Letters of Credit for which documents have been presented that have not been honored or dishonored) plus (b) the Dollar Equivalent of the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.07(d) or Section 2.07(e). For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.13 and Rule 3.14 of The International Standby Practices 1998, International Chamber of Commerce Publication No. 590 (“ISP98”), if such Letter of Credit is governed by ISP98, or by operation of Rule 29(a) of The Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce, 2007 Revision, Publication No. 600 (“UCP 600”), if such Letter of Credit is governed by UCP 600, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. The L/C Obligations of any Revolving Lender at any time shall be its Revolving Percentage of the total L/C Obligations at such time.
LCA Election” shall mean the US Borrower’s election to treat a specified Permitted Acquisition or other Investment permitted hereunder as a Limited Condition Acquisition, which election shall be made in writing to the Administrative Agent on or prior to the date the definitive agreement for such Permitted Acquisition or other Investment is executed.
LCA Test Date” shall have the meaning set forth in Section 1.08(c).
Leasehold Property” shall mean any leasehold interest of any Loan Party as lessee under any lease of real property.
Lenders” shall have the meaning set forth in the preamble hereto and, unless the context otherwise requires, includes each Issuing Bank and the Swing Line Lender.
Letter of Credit” shall mean a standby letter of credit issued or to be issued by an Issuing Bank pursuant to this Agreement.
Letter of Credit Application” shall mean an application, in such form as the relevant Issuing Bank may specify from time to time, requesting such Issuing Bank to issue a Letter of Credit.
Letter of Credit Commitment Period” shall mean the period beginning on the Closing Date and ending on the Revolving Termination Date with respect to the Original Revolving Commitments and Original Revolving Loans.
Letter of Credit Fees” shall have the meaning set forth in Section 2.09(b).
Letter of Credit Sublimit” shall mean the lesser of (i) $50,000,000 and (ii) the aggregate unused amount of the Revolving Commitments then in effect.

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LIBO Screen Rate” shall have the meaning set forth in the definition of “Eurocurrency Base Rate”.
Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien (statutory or other), judgment liens, pledge, encumbrance, claim, charge, assignment, hypothecation, deposit arrangement, security interest or encumbrance of any kind or any arrangement to provide priority or preference in the nature of a security interest or any filing of any financing statement under the UCC, PPSA or any other similar notice of Lien under any similar notice or recording statute of any Governmental Authority, including any easement, servitude, right-of-way or other encumbrance on title to real property, in each of the foregoing cases whether voluntary or imposed or arising by operation of law, and any agreement to give any of the foregoing, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.
Limited Condition Acquisition” shall mean any Permitted Acquisition or other Investment permitted hereunder by the US Borrower or one or more of its Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third party financing.
Loan” shall mean any extension of credit by a Lender to a Borrower under this Agreement in the form of a Term Loan, Revolving Loan or Swing Line Loan.
Loan Documents” shall mean, collectively, (i) this Agreement, (ii) the Notes, (iii) the Security Documents, (iv) the Foreign Guarantee Agreement, (v) the Brazilian Foreign Guarantee Agreement, (vi) each Intercreditor Agreement to the extent then in effect, (vii) each Letter of Credit Application, (viii) any Refinancing Amendment, Incremental Amendment or Extension Amendment and (ix) all other documents, certificates, instruments or agreements executed and delivered by or on behalf of a Loan Party for the benefit of any Agent, Issuing Bank or Lender in connection herewith on or after the date hereof.
Loan Parties” shall mean, collectively, each Borrower and each Guarantor.
Local Time” shall mean (a) with respect to a Loan or Borrowing made to, or a Letter of Credit issued for the account of, the US Borrower, New York City time; (b) with respect to a Loan or Borrowing made to the Canadian Borrower, Toronto time; and (c) with respect to a Loan or Borrowing made to the UK Borrower, London time.
Margin Stock” shall have the meaning assigned to such term in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto.
Master Agreement” shall have the meaning set forth in the definition of “Swap Contract.”
Material Adverse Effect” shall mean a material adverse effect on and/or material adverse developments with respect to (a) the business, financial condition or results of operation of the Group Members taken as a whole; (b) the ability of any Loan Party to fully and timely perform its

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Obligations; or (c) the rights, remedies and benefits available to, or conferred upon, any Agent, any Lender or any other Secured Party under any Loan Document.
Material Indebtedness” shall mean Indebtedness (other than the Loans, the Letters of Credit and the Guarantee Obligations under the Loan Documents) of any one or more Group Members in an aggregate principal amount of $40,000,000 or more. For purposes of determining “Material Indebtedness”, the “principal amount” of any Swap Contract at any time shall be the Swap Termination Value of such Swap Contract at such time.
Material Real Property” shall mean any Real Property, or group of related tracts of Real Property, acquired (whether in a single transaction or a series of transactions) or owned in fee or leased by any Loan Party, in each case, in respect of which the fair market value (including the fair market value of improvements owned or leased by such Loan Party and located thereon) on such date of determination exceeds $15,000,000. For purposes of clarity, “Material Real Property” shall include the Goderich Mine.
Material Restricted Subsidiary” shall mean any Restricted Subsidiary other than any Immaterial Restricted Subsidiary.
Materials of Environmental Concern” shall mean any petroleum or petroleum derivatives, radioactive materials (including NORM), polychlorinated biphenyls, radon gas, chlorofluorocarbons and other ozone-depleting substances and other material, substance or waste that is listed, regulated, or otherwise defined as hazardous, toxic, radioactive, a pollutant or a contaminant (or words of similar regulatory intent or meaning), or that could give rise to liability under any Environmental Law.
Maturity Date” shall mean the Term Loan Maturity Date or the Revolving Termination Date, as applicable.
Minimum Collateral Amount” shall mean, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to the L/C Obligations of all Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative Agent and the Issuing Banks in their sole discretion.
Minimum Extension Condition” shall have the meaning set forth in Section 2.27(c).
Moody’s” shall mean Moody’s Investors Service, Inc. and any successor thereto.
Mortgaged Properties” shall mean, as of the Closing Date, all Real Property listed on Schedule 1.01(a), as to which the Administrative Agent for the benefit of the Secured Parties shall be granted a Lien pursuant to the Mortgages, and each other parcel of Real Property owned or leased by a Loan Party with respect to which a Mortgage is granted pursuant to Section 5.12(c).
Mortgages” shall mean each of the mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document creating or purporting to create a Lien on any Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties.

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Each Mortgage shall be reasonably satisfactory in form and substance to the Administrative Agent and the Borrower.
Multiemployer Plan” shall mean a Plan that is a “multiemployer plan” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.
Net Cash Proceeds” shall mean (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) received by any Group Member, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, consulting fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document or any Lien on all or any part of the Collateral), and other customary fees and expenses actually incurred by any Group Member in connection therewith; (ii) Taxes paid or reasonably estimated to be payable by any Group Member as a result thereof; (iii) the amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes deducted pursuant to clause (ii) above) (A) associated with the assets that are the subject of such event and (B) retained by any Group Member, provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such event occurring on the date of such reduction and (iv) the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (iv)) attributable to minority interests and not available for distribution to or for the account of any Group Member as a result thereof and (b) in connection with any issuance of any Equity Interests or issuance or sale of debt securities or instruments or the incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, consulting fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.
Non-Consenting Lender” shall mean any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of each Lender, each affected Lender or each Lender or each affected Lender with respect to a particular Class of Loans, in each case, in accordance with the terms of Section 9.01 and (ii) has been approved by the Required Lenders (or, in the case of any consent, waiver or amendment that requires the approval of each Lender or each affected Lender with respect to a particular Class of Loans, the Required Class Lenders of such Class).
Non-Core Assets” shall mean assets with an aggregate fair market value of not more than $5,000,000.
Non-Defaulting Lender” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.
Non-Public Information” shall mean information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD promulgated by the SEC under the Securities Act and the Exchange Act.
Note” shall mean any promissory note evidencing any Loan.

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NYFRB” shall mean the Federal Reserve Bank of New York.
NYFRB Rate” shall mean, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or, for any day that is not a Business Day, for the immediately preceding Business Day); provided, however, that, if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a Federal funds transaction quoted at 11:00 a.m., New York City time, on such day to the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided further, however, that if any of the aforesaid rates shall be less than zero, then such rate shall be deemed to be zero for all purposes of this Agreement.
Obligations” shall mean the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any proceeding under any Debtor Relief Law, relating to any Group Member, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities owed by any Group Member to any Agent, any Arranger, any Issuing Bank, any Lender or any Hedge Bank or Cash Management Bank, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to any Arranger, any Agent, any Issuing Bank or any Lender that are required to be paid by the Borrowers pursuant hereto) or otherwise. Notwithstanding the foregoing, Obligations of any Guarantor shall in no event include any Excluded Swap Obligations of such Guarantor.
Organizational Documents” shall mean, collectively, with respect to any Person, (i) in the case of any corporation, the certificate of incorporation or articles of incorporation and by-laws (or similar constitutive documents) of such Person, (ii) in the case of any limited liability company, the certificate or articles of formation or organization and operating agreement or memorandum and articles of association (or similar constitutive documents) of such Person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar constitutive documents) of such Person (and, where applicable, the equity holders or shareholders registry of such Person), (iv) in the case of any general partnership, the partnership agreement (or similar constitutive document) of such Person, (v) in any other case, the functional equivalent of the foregoing, and (vi) any shareholder, voting trust or similar agreement between or among any holders of Equity Interests of such Person.
Original Revolving Commitments” shall mean the commitments of the Revolving Lenders in effect as of the Closing Date to fund Revolving Loans pursuant to Section 2.04(a), as further described in clause (a) of the definition of “Revolving Commitment”.
Original Revolving Facility” shall have the meaning set forth in the definition of “Credit Facilities”.

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Original Revolving Loans” shall mean the Revolving Loans made by Lenders to the Borrowers under the Original Revolving Commitments pursuant to Section 2.04(a).
Original Term Loan Commitments” shall mean the commitments of the Term Lenders in effect as of the Closing Date to fund Term Loans pursuant to Section 2.01, as further described in clause (a) of the definition of “Term Loan Commitment”.
Original Term Loan Facility” shall have the meaning set forth in the definition of “Credit Facilities”.
Original Term Loans” shall mean the term loans made by Lenders to the US Borrower pursuant to Section 2.01 as of the Closing Date.
Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement or any other Loan Document, or sold or assigned an interest in any Loan or Loan Document).
Other Debt Representative” shall mean, with respect to any series of Permitted Pari Passu Refinancing Debt, any series of Permitted Junior Refinancing Debt or any Indebtedness issued or incurred pursuant to Section 6.01(r) that is secured by the Collateral on an equal priority basis (but without regard to control of remedies) with, or on a junior basis to, the Credit Facilities, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.
Other Revolving Commitments” shall mean one or more Classes of revolving commitments hereunder that result from a Refinancing Amendment.
Other Revolving Facility” shall have the meaning set forth in the definition of “Credit Facilities”.
Other Revolving Loans” shall mean one or more Classes of Revolving Loans that result from a Refinancing Amendment.
Other Taxes” shall mean 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, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.25).
Overnight Bank Funding Rate” shall mean, for any date, the rate comprised of both overnight federal funds and overnight eurodollar borrowings by US-managed banking offices of depositary institutions, as such composite rate shall be determined by the NYFRB as set forth on

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its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).
Pari Passu Intercreditor Agreement” shall mean a customary intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent to be entered into by and among the US Borrower, the other Loan Parties from time to time party thereto, the Administrative Agent and one or more Other Debt Representatives.
Participant” shall have the meaning set forth in Section 9.06(d).
Participant Register” shall have the meaning set forth in Section 9.06(d).
Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as the same has been, or shall hereafter be, renewed, extended, amended or replaced.
Payment in Full” shall mean (a) the termination of all Commitments, (b) the cancellation or expiration of each Letter of Credit (except to the extent cash collateralized or backstopped, in each case, in a manner agreed to by the US Borrower and the applicable Issuing Bank or as to which other arrangements satisfactory to the applicable Issuing Bank shall have been made) and (c) the payment in full in cash of all Loans and other amounts owing to any Lender, any Agent or any Arranger in respect of the Obligations (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements).
Payment Office” shall mean, with respect to any currency, the office specified from time to time by the Administrative Agent as its payment office with respect to such currency by notice to the US Borrower and the Lenders.
PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).
Perfection Certificate” shall mean a certificate in form satisfactory to the Administrative Agent that provides information with respect to the assets of each Domestic Loan Party.
Permits” shall mean any and all franchises, licenses, leases, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, easements, and rights of way.
Permitted Acquisition” shall mean any transaction or series of related transactions by the US Borrower or any Wholly Owned Restricted Subsidiary for the direct or indirect (a) acquisition

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of all or substantially all of the Property of any Person, or of all or substantially all of any business or division of any Person, (b) acquisition of all or substantially all of the Equity Interests of any Person that the US Borrower or any Wholly Owned Restricted Subsidiary do not already own in such Person, and otherwise causing such Person to become a Restricted Subsidiary or (c) merger or consolidation or any other combination with any Person, in the case of each of clauses (a), (b) and (c), if each of the following conditions is met, or if the Required Lenders have otherwise consented in writing thereto:
(i)no Event of Default has occurred and is continuing or would result therefrom;
(ii)    after giving pro forma effect to such transaction, the Consolidated First Lien Leverage Ratio, determined on a pro forma basis as of the last day of the most recently ended Test Period, is no greater than 3.00:1.00;
(iii)    the Person to be acquired shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01;
(iv)    the aggregate consideration in respect of Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition, and in respect of assets that are acquired by Persons that are not Loan Parties in connection with such acquisition, shall not for all such acquisitions exceed $50,000,000;
(v)    the Property, business, division or Person so acquired is involved solely in a business permitted under Section 6.12;
(vi)    all actions required to be taken with respect to any Property, business, division or Person so acquired under Section 5.12 and Section 5.13 shall have been taken (or arrangements for the taking of such actions reasonably satisfactory to the Administrative Agent shall have been made); and
(vii)    all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable Requirements of Law.
Permitted Equity Liens” shall mean Liens permitted under Section 6.02(a), Section 6.02(c), Section 6.02(j), Section 6.02(u), Section 6.02(v), Section 6.02(w) and Section 6.02(x).
Permitted Junior Refinancing Debt” shall mean secured Indebtedness incurred solely by the US Borrower in the form of one or more series of junior lien secured notes or loans pursuant to a credit agreement, indenture or other agreement (other than this Agreement); provided that (i) such Indebtedness is secured by all or less than all of the Collateral on a basis junior in priority to the Liens securing the Obligations hereunder and the obligations in respect of any Permitted Pari Passu Refinancing Debt and is not secured by any property or assets other than the Collateral, (ii) such Indebtedness is not guaranteed by any Person other than the Guarantors, (iii) such Indebtedness is issued, incurred or otherwise obtained solely to refinance, in whole or part, Refinanced Debt, and the proceeds thereof shall be substantially contemporaneously applied to prepay such Refinanced Debt, interest and any premium (if any) thereon, and fees and expenses incurred in connection with such Permitted Junior Refinancing Debt, and any Revolving

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Commitments so refinanced shall be concurrently terminated; (iv) such Indebtedness (including, if such Indebtedness includes any Revolving Commitments, the unused amount of such Revolving Commitments) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Commitments, the applicable amount thereof), plus accrued and unpaid interest, any premium, and fees and expenses reasonably incurred in connection therewith, (v) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than pursuant to customary asset sale, event of loss and change of control prepayment provisions and a customary acceleration right after an event of default), in each case prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (vi) the terms and conditions of such Indebtedness (other than with respect to pricing, premiums, fees, rate floors and optional prepayment or redemption terms) are substantially identical to or (taken as a whole) no more favorable to the lenders or holders providing such Indebtedness than the terms and conditions applicable to the Refinanced Debt (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness), (vii) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and (viii) an Other Debt Representative validly acting on behalf of the holders of such Indebtedness shall have become party to a Junior Lien Intercreditor Agreement or, if a Junior Lien Intercreditor Agreement has previously been entered into, execute a joinder to such Junior Lien Intercreditor Agreement in substantially the form provided in such Junior Lien Intercreditor Agreement. Permitted Junior Refinancing Debt shall include any Registered Equivalent Notes issued in exchange therefor.
Permitted Liens” shall mean the collective reference to Liens permitted by Section 6.02.
Permitted Pari Passu Refinancing Debt” shall mean any secured Indebtedness incurred solely by the US Borrower in the form of one or more series of senior secured notes or loans pursuant to a credit agreement, indenture or other agreement (other than this Agreement); provided that (i) such Indebtedness is secured by all or less than all of the Collateral on an equal priority basis (but without regard to control of remedies) with the Liens securing the Obligations hereunder and is not secured by any property or assets other than the Collateral, (ii) such Indebtedness is not guaranteed by any Person other than the Guarantors, (iii) such Indebtedness is issued, incurred or otherwise obtained solely to refinance, in whole or part, Refinanced Debt, and the proceeds thereof shall be substantially contemporaneously applied to prepay such Refinanced Debt, interest and any premium (if any) thereon, and fees and expenses incurred in connection with such Permitted Pari Passu Refinancing Debt, and any Revolving Commitments so refinanced shall be concurrently terminated, (iv) such Indebtedness (including, if such Indebtedness includes any Revolving Commitments, the unused amount of such Revolving Commitments) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Commitments, the applicable amount thereof), plus accrued and unpaid interest, any premium, and fees and expenses reasonably incurred in connection therewith, (v) such Indebtedness has a maturity no earlier than the maturity of, and a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of, the Refinanced Debt, (vi) such Indebtedness is not subject

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to any mandatory prepayment, repurchase or redemption provisions, unless the prepayment, repurchase or redemption of such Indebtedness is accompanied by the prepayment of a pro rata portion of the outstanding principal of the Term Loans hereunder pursuant to Section 2.11, (vii) the terms and conditions of such Indebtedness (other than with respect to pricing, premiums, fees, rate floors and optional prepayment or redemption terms) are substantially identical to or (taken as a whole) no more favorable to the lenders or holders providing such Indebtedness than the terms and conditions applicable to the Refinanced Debt (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness), (viii) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (ix) an Other Debt Representative validly acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement or, if a Pari Passu Intercreditor Agreement has previously been entered into, execute a joinder to such Pari Passu Intercreditor Agreement in substantially the form provided in such Pari Passu Intercreditor Agreement and (x) if applicable, an Other Debt Representative validly acting on behalf of the holders of such Indebtedness shall have become party to a Junior Lien Intercreditor Agreement or, if a Junior Lien Intercreditor Agreement has previously been entered into, execute a joinder to such Junior Lien Intercreditor Agreement in substantially the form provided in such Junior Lien Intercreditor Agreement. Permitted Pari Passu Refinancing Debt shall include any Registered Equivalent Notes issued in exchange therefor.
Permitted Prior Liens” shall mean Liens permitted pursuant to Section 6.02 (other than Section 6.02(a), Section 6.02(k), Section 6.02(w), Section 6.02(x) and Section 6.02(y).
Permitted Receivables Financing” shall mean the purchase by an Intermediate Financing Subsidiary, on arms-length terms, of Receivables Assets from the US Borrower or a Restricted Subsidiary of the US Borrower and the factoring of such Receivables Assets by such Intermediate Financing Subsidiary to third party lenders or the incurrence by such Intermediate Financing Subsidiary of Indebtedness from third party lenders that is secured by such Receivables Assets; provided that recourse to the US Borrower or any Restricted Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with the transactions referred above is limited to the extent customary for similar “non-recourse” transactions in the applicable jurisdictions (including in a manner consistent with the delivery of a “true sale” or “absolute transfer” respect to any transfer by the US Borrower or any Restricted Subsidiary (other than a Special Purpose Securitization Subsidiary)).
Permitted Refinancing Debt” shall mean any modification, refinancing, refunding, renewal or extension of any Indebtedness; provided that (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness being modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, 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; (ii) such modification, refinancing, refunding, renewal or extension has a maturity no earlier than the maturity of, and a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or

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extended; (iii) at the time thereof, no Default or Event of Default shall have occurred and be continuing; (iv) if the Indebtedness being modified, refinanced, refunded, renewed or extended is unsecured, such modification, refinancing, refunding, renewal or extension is unsecured; (v) if the Indebtedness 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, taken as a whole, at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended; (vi) if the Indebtedness being modified, refinanced, refunded, renewed or extended is secured, such modification, refinancing, refunding, renewal or extension is secured by no more collateral than the Indebtedness being modified, refinanced, refunded, renewed or extended; (vii) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subject to an Intercreditor Agreement, an Other Debt Representative validly acting on behalf of the holders of such modified, refinanced, refunded, renewed or extended Indebtedness shall become a party to such Intercreditor Agreement and (viii) the primary obligors and guarantors in respect of such Indebtedness being modified, refinanced, refunded, renewed or extended remain the same (or constitute a subset thereof).
Permitted Securitization” shall mean a Securitization that complies with the following criteria:
(i)    such Securitization (including financing terms, covenants, termination events and other provisions) is in the aggregate fair and reasonable to the US Borrower and the related Securitization Subsidiary,
(ii)    all sales and/or contributions of Securitization Assets to the related Securitization Subsidiary are made at Fair Market Value,
(iii)    the financing terms, covenants, termination events and other provisions shall be market terms,
(iv)    the Seller’s Retained Interest and all proceeds thereof shall constitute Collateral hereunder and all necessary steps to perfect a security interest in such Seller’s Retained Interest in favor of the Administrative Agent for the benefit of the Secured Parties are taken by the US Borrower or applicable Restricted Subsidiary.
Permitted Unsecured Refinancing Debt” shall mean unsecured Indebtedness incurred solely by the US Borrower in the form of one or more series of senior or subordinated unsecured notes or loans pursuant to a credit agreement, indenture or other agreement (other than this Agreement); provided that (i) such Indebtedness is not secured by any Lien, (ii) such Indebtedness is not guaranteed by any Person other than the Guarantors, (iii) such Indebtedness is issued, incurred or otherwise obtained solely to refinance, in whole or part, Refinanced Debt, and the proceeds thereof shall be substantially contemporaneously applied to prepay such Refinanced Debt, interest and any premium (if any) thereon, and fees and expenses incurred in connection with such Permitted Unsecured Refinancing Debt, and any Revolving Commitments so refinanced shall be concurrently terminated, (iv) such Indebtedness (including, if such Indebtedness includes any Revolving Commitments, the unused amount of such Revolving Commitments) is in an original aggregate

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principal amount not greater than the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Commitments, the applicable amount thereof), plus accrued and unpaid interest, any premium, and fees and expenses reasonably incurred in connection therewith, (v) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than pursuant to customary asset sale, event of loss and change of control prepayment provisions and a customary acceleration right after an event of default), in each case prior to the Latest Maturity Date at the time such Indebtedness is incurred and (vi) the terms and conditions of such Indebtedness (other than with respect to pricing, premiums, fees, rate floors and optional prepayment or redemption terms) are substantially identical to or (taken as a whole) no more favorable to the lenders or holders providing such Indebtedness than the terms and conditions applicable to the Refinanced Debt (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness). Permitted Unsecured Refinancing Debt shall include any Registered Equivalent Notes issued in exchange therefor.
Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
Plan” shall mean 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, the US Borrower or any of its ERISA Affiliates or with respect to which the US Borrower or any of its ERISA Affiliates has or could reasonably be expected to have liability, contingent or otherwise, under ERISA.
Platform” shall mean Debt Domain, IntraLinks, SyndTrak or a substantially similar electronic transmission system.
Pledged Equity Interests” shall have the meaning set forth in the Guarantee and Collateral Agreement.
PPSA” shall mean the Person Property Security Act (Ontario).
Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.
Projections” shall have the meaning set forth in Section 3.04(b).
Property” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Equity Interests.
Public Lender” shall mean any Lender that does not wish to receive Non-Public Information with respect to the US Borrower or its Subsidiaries or their respective securities.

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Purchase Money Obligation” shall mean, for any Person, the obligations of such Person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any fixed or capital assets or the cost of installation, construction or improvement of any fixed or capital assets; provided, however, that (i) such Indebtedness is incurred within 90 days after such acquisition, installation, construction or improvement of such fixed or capital assets by such Person and (ii) the amount of such Indebtedness does not exceed the lesser of 100% of the fair market value of such fixed or capital asset or the cost of the acquisition, installation, construction or improvement thereof, as the case may be.
Qualified Equity Interests” shall mean Equity Interests that are not Disqualified Equity Interests.
Quotation Day” means, in respect of (a) the determination of the Eurocurrency Base Rate for any Interest Period for Loans denominated in Dollars or Euros, the day that is two Business Days prior to the first day of such Interest Period; and (b) the determination of the Eurocurrency Base Rate for any Interest Period for Loans denominated in Sterling, the first day of such Interest Period; in each case unless market practice differs for loans in the applicable currency priced by reference to rates quoted in the relevant interbank market, in which case the Quotation Day for such currency shall be determined by the Administrative Agent in accordance with market practice for loans in such currency priced by reference to rates quoted in the relevant interbank market (and if quotations would normally be given by leading banks for loans in such currency priced by reference to rates quoted in the relevant interbank market on more than one day, the Quotation Day shall be the last of those days).
Ratio Calculation Date” shall have the meaning set forth in Section 1.08(a)(i).
Real Property” shall mean all real property held or used by any Group Member, which the relevant Group Member owns in fee or in which it holds a leasehold interest as a tenant, including as of the Closing Date.
Receivables Assets” shall mean accounts receivable (including all rights to payment created by or arising from sales of goods, leases of goods or the rendition of services, no matter how evidenced (including in the form of chattel paper) and whether or not earned by performance) from time to time originated, acquired or otherwise owned by any Restricted Subsidiary of the US Borrower.
Recipient” shall mean (a) each Agent, (b) any Lender and (c) any Issuing Bank, as applicable.
Record Document” shall mean, with respect to any Leasehold Property, (a) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected real property, as lessor, or (b) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to the Administrative Agent.

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Recorded Leasehold Interest” shall mean a Leasehold Property with respect to which a Record Document has been recorded in all places necessary or desirable, in the Administrative Agent’s reasonable judgment, to give constructive notice of such Leasehold Property to third-party purchasers and encumbrances of the affected real property.
Recovery Event” shall mean the receipt by any Group Member of any cash payments or proceeds under any casualty insurance policy in respect of a covered loss thereunder or as a result of the taking of any assets of any Group Member by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, other than Recovery Events resulting in aggregate gross proceeds (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) not exceeding (A) $5,000,000 with respect to any single Recovery Event or series of related Recovery Events and (B) $20,000,000 in the aggregate for all Recovery Events during any fiscal year of US Borrower.
Refinanced Debt” shall have the meaning set forth in the definition of “Credit Agreement Refinancing Indebtedness”.
Refinancing Amendment” shall mean an amendment to this Agreement executed by the Borrowers, the Administrative Agent, each Additional Refinancing Lender and each Lender that agrees to provide any portion of Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans in each case in accordance with Section 2.28.
Refinancing Series” shall mean all Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans that are established pursuant to the same Refinancing Amendment; provided that any Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans that are established pursuant to a subsequent Refinancing Amendment shall be a part of any previously established Refinancing Series to the extent that (i) such subsequent Refinancing Amendment expressly provides that the Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans, as applicable, provided for thereunder are intended to be a part of such previously established Refinancing Series and (ii) in the case of Refinancing Term Loans or Other Revolving Loans, the Refinancing Term Loans or Other Revolving Loans provided for under such Refinancing Amendment are fungible for United States federal income tax purposes with such previously established Refinancing Series. Refinancing Term Commitments or Other Revolving Commitments that, if and when drawn in the form of Refinancing Term Loans or Other Revolving Loans, would yield Refinancing Term Loans or Other Revolving Loans that are construed to be a part of any previously established Refinancing Series pursuant to clause (ii) above, shall also be construed to be a party of such previously established Refinancing Series.
Refinancing Term Commitments” shall mean one or more Classes of Term Commitments hereunder that are established to fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment.

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Refinancing Term Loans” shall mean one or more Classes of Term Loans hereunder that result from a Refinancing Amendment.
Refinancing Term Loan Facility” shall have the meaning set forth in the definition of “Credit Facilities”.
Register” shall have the meaning set forth in Section 9.06(c).
Registered Equivalent Notes” shall mean, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.
Regulation D” shall mean Regulation D of the Board of Governors as in effect from time to time.
Regulation H” shall mean Regulation H of the Board of Governors as in effect from time to time.
Regulation T” shall mean Regulation T of the Board of Governors as in effect from time to time.
Regulation U” shall mean Regulation U of the Board of Governors as in effect from time to time.
Regulation X” shall mean Regulation X of the Board of Governors as in effect from time to time.
Reimbursement Date” shall have the meaning set forth in Section 2.07(d).
Reimbursement Obligation” shall mean the obligation of the US Borrower to reimburse each Issuing Bank pursuant to Section 2.07(d) for amounts drawn under Letters of Credit issued by such Issuing Bank.
Related Assets” shall mean all assets that are customary transferred in connection with sales, factoring or securitizations involving Receivables Assets or Inventory Assets.
Related Parties” shall mean, 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” shall mean, with respect to Materials of Environmental Concern, any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration into or through the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Materials of Environmental Concern).

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Required Class Lenders” shall mean, at any time with respect to any Class of Loans or Commitments, Lenders having Total Credit Exposures with respect to such Class representing more than 50% of the Total Credit Exposures of all Lenders with respect to such Class. The Total Credit Exposure of any Defaulting Lender with respect to such Class shall be disregarded in determining Required Class Lenders at any time.
Required Lenders” shall mean, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.
Requirement of Law” shall mean, as to any Person, such Person’s Organizational Documents, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.
Responsible Officer” shall mean, as to any Person, the chief executive officer, president or chief financial officer of such Person, but in any event, with respect to financial matters, the chief financial officer of such Person. Unless otherwise qualified, all references to a “Responsible Officer” in this Agreement or in any other Loan Document shall refer to a Responsible Officer of the US Borrower.
Restricted Payment” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.
Restricted Subsidiary” shall mean any Subsidiary other than an Unrestricted Subsidiary (and, for the avoidance of doubt, will include the Canadian Borrower and the UK Borrower).
Revolving Commitment” shall mean, as to each Revolving Lender, (a) its obligation to (i) make Revolving Loans to the Borrowers pursuant to Section 2.04(a), (ii) purchase participations in L/C Obligations in respect of Letters of Credit and (iii) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name under the heading “Revolving Commitment” on Annex B-1 or, as the case may be, in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as such amount may be adjusted from time to time in accordance with this Agreement and (b) unless the context shall otherwise require, any commitment of such Revolving Lender under any Incremental Revolving Commitment, Extended Revolving Commitment and Other Revolving Commitment.
Revolving Commitment Increase” shall have the meaning set forth in Section 2.26(a).
Revolving Commitment Period” shall mean, for any Class of Revolving Commitments, the period beginning on the date on which such Class of Revolving Commitments is established

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(which, for the Original Revolving Commitments, will be the Closing Date) and ending on the Revolving Termination Date applicable for such Class of Revolving Commitments.
Revolving Exposure” shall mean, with respect to any Revolving Lender as of any date of determination, an amount equal to the sum of (i) the Dollar Equivalent of the aggregate outstanding principal amount of all Revolving Loans of such Revolving Lender, (ii) the L/C Obligations of such Revolving Lender and (iii) the Swing Line Exposure of such Revolving Lender, in each case as of such date.
Revolving Extension” shall have the meaning set forth in Section 2.27(b).
Revolving Extension Offer” shall have the meaning set forth in Section 2.27(b).
Revolving Extension Series” shall have the meaning set forth in Section 2.27(b).
Revolving Facilities” shall mean the collective reference to the Original Revolving Facility and any Incremental Revolving Facility and, unless the context shall otherwise require, shall include any Extended Revolving Facility and Other Revolving Facility.
Revolving Lender” shall mean each Lender that has a Revolving Commitment or holds Revolving Exposure.
Revolving Loan” shall mean any Original Revolving Loan made pursuant to Section 2.04(a), any Incremental Revolving Loan and, unless the context otherwise requires, any Extended Revolving Loan and any Other Revolving Loan.
Revolving Note” shall have the meaning set forth in Section 2.08(e).
Revolving Percentage” shall mean, as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Revolving Exposure then outstanding constitutes of the amount of the Total Revolving Exposure then outstanding); provided that, in the case of Section 2.24 (but not the definition of Fronting Exposure used therein), when a Defaulting Lender shall exist, “Revolving Percentage” shall mean the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (disregarding any Defaulting Lender’s Revolving Commitment).
Revolving Termination Date” shall mean the earliest to occur of (a) (i) with respect to the Original Revolving Commitments and Original Revolving Loans, July 1, 2021, (ii) with respect to any Incremental Revolving Commitments and Incremental Revolving Loans, the final maturity date as specified in the applicable Incremental Amendment, (iii) with respect to any Extended Revolving Commitments and Extended Revolving Loans of a given Extension Series, the final maturity date as specified in the applicable Extension Amendment, (iv) with respect to any Other Revolving Commitments or Other Revolving Loans of a given Refinancing Series, the final maturity date as specified in the applicable Refinancing Amendment, (b) the date that the applicable Revolving

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Commitments are permanently reduced to zero pursuant to Section 2.10 or Section 2.11 and (c) the date of the termination of the applicable Revolving Commitments pursuant to Section 7.02.
S&P” shall mean Standard & Poor’s Ratings Services, a division of McGraw-Hill Financial, Inc., and any successor thereto.
Sale and Leaseback” shall have the meaning set forth in Section 6.09.
Sanctioned Country” shall mean, at any time, a country or territory that is subject to comprehensive Sanctions. For the avoidance of doubt, as of the Closing Date, Sanctioned Countries are the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria and Sudan.
Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the US Department of the Treasury or the US Department of State, or by the United Nations Security Council, the European Union, any EU member state, Her Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person.
Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the US government, including those administered by the Office of Foreign Assets Control of the US Department of the Treasury or the US Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority.
SEC” shall mean the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.
Secured Cash Management Agreement” shall mean any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank; provided that the Cash Management Bank that is a party thereto shall not have any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and Collateral Agreement, the Foreign Guarantee Agreement or the Brazilian Foreign Guarantee Agreement, as applicable.
Secured Hedge Agreement” shall mean any interest rate Swap Contract permitted under Article VI that is entered into by and between any Loan Party and any Hedge Bank; provided that the Hedge Bank that is a party thereto shall not have any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and Collateral Agreement, the Foreign Guarantee Agreement or the Brazilian Foreign Guarantee Agreement, as applicable.
Secured Parties” shall have the meaning set forth in the Guarantee and Collateral Agreement.

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Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and any successor statute.
Securitization” shall mean any transaction or series of transactions entered into by the US Borrower or any Restricted Subsidiary pursuant to which the US Borrower or such Restricted Subsidiary, as the case may be, sells, conveys, assigns, grants an interest in or otherwise transfers Securitization Assets to a Securitization Subsidiary (and/or grants a security interest in such Securitization Assets transferred or purported to be transferred to such Securitization Subsidiary), and which such Securitization Subsidiary finances the acquisition of such Securitization Assets (i) with cash, (ii) with the issuance to the US Borrower or such Restricted Subsidiary of Seller’s Retained Interests or an increase in such Seller’s Retained Interests or (iii) with proceeds from the sale or collection of Securitization Assets.
Securitization Assets” shall mean any accounts receivable, royalty or other revenue streams or rights to payment owed to the US Borrower or any Restricted Subsidiary (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services or pursuant to any other contractual right, all collateral securing such accounts receivable, royalty or other revenue streams or rights to payment, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, royalty or other revenue streams or rights to payment, all proceeds of such accounts receivable, royalty or other revenue streams or rights to payment and other assets (including contract rights) which are of the type customarily transferred or in respect of which security interests are customarily granted in connection with securitizations of accounts receivable, royalty or other revenue streams or rights to payment and which are sold, transferred or otherwise conveyed by the US Borrower or a Restricted Subsidiary to a Securitization Subsidiary.
Securitization Subsidiary” shall mean a Wholly Owned Subsidiary to which the US Borrower or any Restricted Subsidiary sells, conveys, transfers or grants a security interest in Securitization Assets, which Person (i) engages in no other activities other than the purchase or acquisition of Securitization Assets for the limited purpose of effecting one or more Securitizations and related activities, (ii) does not have any Indebtedness that is guaranteed by or otherwise recourse to the US Borrower or any Restricted Subsidiary or any of their respective assets or properties (other than pursuant to Standard Securitization Undertakings), (iii) is not party to any contracts, agreements, arrangements or understanding with the US Borrower or any of its Restricted Subsidiaries other than on terms that are no less favorable to the US Borrower or such Restricted Subsidiary than those that might be obtained by the US Borrower or such Restricted Subsidiary from a Person that is not an Affiliate of the US Borrower, (iv) with respect to which none of the US Borrower or any of its Restricted Subsidiaries has any obligation to maintain such Person’s financial condition or cause such entity to achieve any specified level of operating results and (v) is designated by the US Borrower as an Unrestricted Subsidiary in accordance with Section 5.14.
Security Documents” shall mean the collective reference to the Guarantee and Collateral Agreement, the Mortgages, each Perfection Certificate, the Intellectual Property Security Agreements, any control agreements required to be delivered pursuant to the Guarantee and Collateral Agreement or any other Loan Document and all other security documents hereafter

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delivered to any Agent for the purpose of granting or perfecting a Lien on any Property of any Loan Party to secure the Obligations.
Seller’s Retained Interest” shall mean the debt or equity interests held by the US Borrower or any Restricted Subsidiary in a Securitization Subsidiary to which the US Borrower or any Restricted Subsidiary has transferred Securitization Assets, including any such debt or equity received as consideration for or as a portion of the purchase price for the Securitization Assets transferred, or any other instrument through which the US Borrower or any Restricted Subsidiary has rights to or receives distributions in respect of any residual or excess interest in the Securitization Assets.
Senior Notes” shall mean the 4.875% Senior Notes due 2024.
Senior Notes Indenture” shall mean the Indenture dated as of June 23, 2014 between the US Borrower as issuer and U.S. Bank National Association as trustee, as amended, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein).
Single Employer Plan” shall mean any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.
Solvent” shall mean, with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, (b) the “present fair saleable value” of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, (d) such Person will be able to pay its debts as they mature and (e) such Person is not insolvent within the meaning of any applicable Requirements of Law. For purposes of this definition, (i) “debt” shall mean liability on a “claim,” (ii) “claim” shall mean any (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (B) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (iii) such other quoted terms used in this definition shall be determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors.
SPC” shall have the meaning set forth in Section 9.06(f).
Special Purpose Securitization Subsidiary” shall mean (i) a wholly-owned limited purpose Restricted Subsidiary of the US Borrower established in connection with, and that engages only in, one or more Permitted Securitizations and that is organized in a customary manner intended to reduce the likelihood that it would be substantively consolidated with the US Borrower or any of the Restricted Subsidiaries in the event the US Borrower or any such Restricted Subsidiary becomes subject to a proceeding under any Debtor Relief Laws or (ii) a wholly owned limited purpose Restricted Subsidiary of the US Borrower established in connection with Permitted Securitizations

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or Permitted Receivables Financings, the sole activities of which consist of (x) purchasing Receivables Assets from the US Borrower or any Restricted Subsidiary of the US Borrower (other than Special Purpose Securitization Subsidiaries) and selling such Receivables Assets to Special Purpose Securitization Subsidiaries referred to in clause (i) above or factoring or borrowing against such Receivables Assets in Permitted Receivables Financings and (y) purchasing Inventory Assets from the US Borrower or any Restricted Subsidiary of the US Borrower (other than Special Purpose Securitization Subsidiaries) and selling such Inventory Assets to Special Purpose Securitization Subsidiaries in connection with Permitted Securitizations.
Specified Transaction” shall mean:
(a)    any acquisition or Investment that is permitted by this Agreement;
(b)    any Disposition permitted by this Agreement;
(c)    the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or of an Unrestricted Subsidiary as a Restricted Subsidiary, in each case in accordance with Section 5.14;
(d)    operating improvements, restructurings, cost saving initiatives and certain other similar initiatives; or
(e)    any other event that by the terms of the Loan 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;
provided that for purposes of clauses (b) and (c) of this definition, such transaction shall only constitute a Specified Transaction if it has an aggregate consideration of at least $15,000,000.
Spot Rate” shall mean, on any day, with respect to the applicable Alternative Currency, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m., London time, on such day on the Reuters World Currency Page “FX=” or, if elected by the Administrative Agent, the Bloomberg currency pages, in each case for such currency. In the event that such rate does not appear on any Reuters World Currency Page or Bloomberg currency page, then 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 US Borrower or, in the absence of such agreement, such Spot Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m., Local Time, on such date for the purchase of Dollars for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the US Borrower, may use any reasonable and customary method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.
Standard Securitization Undertaking” shall mean representations, warranties, covenants, indemnities and guarantees of performance entered into by the US Borrower or any Restricted

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Subsidiary that a Responsible Officer of the US Borrower has determined in good faith to be customary in a Securitization.
Statutory Reserve Rate” shall mean a fraction (expressed as a decimal), (a) the numerator of which is the number one and (b) the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors to which the Administrative Agent is subject with respect to the Eurocurrency Rate for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board of Governors). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of, or credit for, proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
Sterling” or “£” shall mean the single currency of the United Kingdom.
Subordinated Intercompany Note” shall mean the Subordinated Intercompany Note, substantially in the form of Exhibit G.
Subsidiary” shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement or in any other Loan Document shall refer to a Subsidiary or Subsidiaries of the US Borrower.
Subsidiary Guarantor” shall mean each existing and subsequently acquired or organized direct or indirect Wholly Owned Restricted Subsidiary of the US Borrower (other than an Excluded Subsidiary) which has guaranteed the Obligations of some or all of the Borrowers.
Successor Company” shall have the meaning set forth in Section 6.03(g).
Swap Contract” shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master

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agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement, in each case for the purpose of hedging the foreign currency, interest rate or commodity risk associated with the operations of the Group Members.
Swap Obligation” shall mean, 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.
Swap Termination Value” shall mean, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) have been determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
Swing Line Commitment” shall mean, with respect to any Swing Line Lender, the commitment of such Swing Line Lender to make Swing Line Loans pursuant to Section 2.06, expressed as an amount representing the maximum aggregate principal amount of such Swing Line Lender’s outstanding Swing Line Loans hereunder. The initial amount of each Swing Line Lender’s Swing Line Commitment is set forth in Annex B-4 or in the joinder agreement pursuant to which it became a Swing Line Lender hereunder. The aggregate amount of the Swing Line Commitments on the date hereof is $15,000,000.
Swing Line Commitment Period” shall mean the period beginning on the Closing Date and ending on the Revolving Termination Date with respect to the Original Revolving Commitments and Original Revolving Loans or such later date as may be agreed to by the Swing Line Lenders (in their sole and absolute discretion) pursuant to Section 2.27(e).
Swing Line Exposure” shall mean, at any time, the aggregate principal amount of all Swing Line Loans outstanding at such time. The Swing Line Exposure of any Revolving Lender at any time shall be the sum of (a) its Revolving Percentage of the aggregate principal amount of all Swing Line Loans outstanding at such time (excluding, in the case of any Revolving Lender that is a Swing Line Lender, Swing Line Loans made by it and outstanding at such time to the extent that the other Lenders shall not have funded their participations in such Swing Line Loans), adjusted to give effect to any reallocation under Section 2.24 of the Swing Line Exposure of Defaulting Lenders in effect at such time, and (b) in the case of any Lender that is a Swing Line Lender, the aggregate principal amount of all Swing Line Loans made by such Lender and outstanding at such time to the extent that the other Revolving Lenders shall not have funded their participations in such Swing Line Loans.

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Swing Line Lender” shall mean each of (a) JPMorgan Chase Bank, N.A., and (b) each Lender that shall have become a Swing Line Lender hereunder as provided in Section 2.06(c) (other than any Person that shall have ceased to be a Swing Line Lender as provided in Section 2.06(c)), each in its capacity as the lender of Swing Line Loans, or any successor Swing Line Lender hereunder.
Swing Line Loan” shall mean a Loan made by the Swing Line Lender to the US Borrower pursuant to Section 2.06(a).
Swing Line Note” shall have the meaning set forth in Section 2.08(e).
Synthetic Lease” shall mean, as to any Person, (a) any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (i) that is accounted for as an operating lease under GAAP and (ii) in respect of which the lessee retains or obtains ownership of the property so leased for US federal income tax purposes or (b) (i) a synthetic, off-balance sheet or tax retention lease or (ii) an agreement for the use or possession of property (including a Sale and Leaseback), in each case under this clause (b), creating obligations that do not appear on the balance sheet of such person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.
TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.
Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Term Lenders” shall mean the collective reference each Lender that has a Term Loan Commitment or is the holder of an Original Term Loan and the Lenders with respect to any Incremental Term Loans and, unless the context shall otherwise require, shall include the Lenders with respect to any Extended Term Loans and Refinancing Term Loans.
Term Loan” shall mean any Original Term Loan, any Incremental Term Loan and, unless the context otherwise requires, any Extended Term Loan and any Refinancing Term Loan.
Term Loan Commitment” shall mean, as to each Term Lender, (a) the obligation of such Lender, if any, to make an Original Term Loan to the US Borrower hereunder on the Closing Date in a principal amount not to exceed the amount set forth under the heading “Term Loan Commitment” opposite such Lender’s name on Annex B-2, or, as the case may be, in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed

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from time to time pursuant to the terms hereof; and (b) unless the context shall otherwise require, any commitment of such Term Lender under any Incremental Term Loan Facility, any Extended Term Loan Facility or any Refinancing Term Loan Facility. The aggregate principal amount of the Original Term Loan Commitments on the Closing Date is $400,000,000.
Term Loan Extension” shall have the meaning set forth in Section 2.27(a).
Term Loan Extension Offer” shall have the meaning set forth in Section 2.27(a).
Term Loan Extension Series” shall have the meaning set forth in Section 2.27(a).
Term Loan Facilities” shall mean the collective reference to the Original Term Loan Facility and any Incremental Term Loan Facility and, unless the context shall otherwise require, shall include any Extended Term Loan Facility and Refinancing Term Loan Facility.
Term Loan Increase” shall have the meaning set forth in Section 2.26(a).
Term Loan Maturity Date” shall mean the earlier of (a) (i) with respect to the Original Term Loans that have not been extended pursuant to Section 2.27(a), July 1, 2021, (ii) with respect to any Incremental Term Loans, the final maturity date as specified in the applicable Incremental Amendment, (iii) with respect to any Extended Term Loans of a given Extension Series, the final maturity date as specified in the applicable Extension Amendment and (iv) with respect to any Refinancing Term Loans of a given Refinancing Series, the final maturity date as specified in the applicable Refinancing Amendment; provided that, if any such day is not a Business Day, the applicable Term Loan Maturity Date shall be the Business Day immediately succeeding such day, and (b) the date on which all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.
Term Loan Note” shall have the meaning set forth in Section 2.08(e).
Test Period” shall mean, as of any date of determination, the period of four consecutive fiscal quarters of the US Borrower (taken as one accounting period) (i) most recently ended on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, if no such financial statements are required to have been delivered pursuant to Section 5.01(a) or Section 5.01(b) on or prior to such date, the “Test Period” shall be the period of four consecutive fiscal quarters of the US Borrower (taken as one accounting period) most recently ended on or prior to such date) or (ii) in the case of any calculation pursuant to Section 6.13, ended on the last date of the fiscal quarter in question.
Total Canadian Revolving Exposure” shall mean, at any time, the aggregate amount of the Canadian Revolving Exposure of the Revolving Lenders outstanding at such time.
Total Credit Exposure” shall mean, as to any Lender at any time, the unused Commitments, Revolving Exposure and outstanding Term Loans of such Lender at such time.

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Total Revolving Commitments” shall mean, at any time, the aggregate amount of the Revolving Commitments then in effect. The aggregate principal amount of the Total Revolving Commitments on the Closing Date is $300,000,000.
Total Revolving Exposure” shall mean, at any time, the aggregate amount of the Revolving Exposure of the Revolving Lenders outstanding at such time.
Total UK Revolving Exposure” shall mean, at any time, the aggregate amount of the UK Revolving Exposure of the Revolving Lenders outstanding at such time.
Trade Date” shall have the meaning set forth in Section 9.06(h)(i).
Transactions” shall mean, collectively, (a) the execution, delivery and performance of the Loan Documents, the borrowing of Loans hereunder and the use of proceeds thereof and the issuance of Letters of Credit hereunder; (b) the repayment in full of all obligations under the Existing Credit Facility, the termination of all commitments thereunder and the release of all Guarantee Obligations and Liens in respect thereof; and (c) the payment of all fees and expenses to be paid on or prior to the Closing Date and owing in connection with the foregoing, and the other transactions contemplated hereby.
Type” shall mean (a) as to any Loan, its nature as a Base Rate Loan, a Canadian Prime Rate Loan or a Eurocurrency Loan and (b) as to any Borrowing, its nature as a Base Rate Borrowing, a Canadian Prime Rate Borrowing or a Eurocurrency Borrowing.
UK Borrower” shall have the meaning set forth in the preamble hereto.
UK Business” shall mean (a) the Equity Interests in the UK Business Entities and (b) the property or assets of the UK Business Entities.
UK Business Entities” shall mean, collectively, the UK Borrower, Compass Minerals (Europe) Limited, a private limited company incorporated under the laws of England and Wales in the United Kingdom, Compass Minerals UK Holding Limited, a private limited company incorporated under the laws of England and Wales in the United Kingdom, Deepstore Holdings Limited, a private limited company incorporated under the laws of England and Wales in the United Kingdom, and Compass Minerals Storage & Archives Limited, a private limited company incorporated under the laws of England and Wales in the United Kingdom.
UK Non-Bank Lender” means a Lender becomes a party to this Agreement after the date on which this Agreement is entered into, a Lender which gives a UK Tax Confirmation in the Assignment and Assumption which it executes on becoming a party to this Agreement.
UK Qualifying Lender” means (a) a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance to the UK Borrower under a Loan Document and is (i) a Lender (A) which is a bank (as defined for the purpose of section 879 of the ITA 2007) making an advance to the UK Borrower under a Loan Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA 2009; or (B) in

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respect of an advance to the UK Borrower made under a Loan Document by a person that was a bank (as defined for the purpose of section 879 of the ITA 2007) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or (ii) a Lender which is: (A) a company resident in the United Kingdom for United Kingdom tax purposes, or (B) a partnership each member of which is (x) a company so resident in the United Kingdom or (y) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA 2009) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA 2009, or (C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA 2009) of that company; or (iii) a UK Treaty Lender, or (b) a Lender which is a building society (as defined for the purposes of section 880 ITA) making an advance to the UK Borrower under a Loan Document.
UK Revolving Borrowing” shall mean a Borrowing comprised of UK Revolving Loans.
UK Revolving Exposure” shall mean, with respect to any Revolving Lender as of any date of determination, an amount equal to the Dollar Equivalent of the aggregate outstanding principal amount of all UK Revolving Loans of such Revolving Lender as of such date.
UK Revolving Loan” shall mean a Revolving Loan made to the UK Borrower pursuant to clause (iii) of Section 2.04(a).
UK Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance to the UK Borrower under a Loan Document is either (a) a company resident in the United Kingdom for United Kingdom tax purposes or (b) a partnership each member of which is (i) a company so resident in the United Kingdom or (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA 2009) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA 2009 or (c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA 2009) of that company.
UK Tax Deduction” means a deduction or withholding for, or on account of, Tax imposed by the United Kingdom from a payment under a Loan Document.
UK Treaty Lender” means a Lender which (i) is treated as a resident of a UK Treaty State for the purposes of the relevant Treaty, (ii) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender's participation in the Loan to the UK Borrower is effectively connected, and (iii) fulfills any other conditions in the relevant Treaty to

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obtain full exemption from Tax imposed by the United Kingdom on payments of interest except that for this purpose it shall be assumed that any necessary procedural formalities are satisfied.
UK Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from Tax imposed by the United Kingdom on interest.
Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code, as in effect from time to time in any applicable jurisdiction.
Unrestricted Cash” shall mean, as of any date of determination, the aggregate amount of all cash and Cash Equivalents on the consolidated balance sheet of the US Borrower and its Restricted Subsidiaries as of such date that is not “restricted” for purposes of GAAP and that is not controlled by or subject to any Lien or other preferential arrangement in favor of any creditor, other than Liens created under the Loan Documents.
Unrestricted Subsidiary” shall mean (a) any Subsidiary of the US Borrower designated by the US Borrower as an Unrestricted Subsidiary pursuant to Section 5.14 that has not subsequently been designated as a Restricted Subsidiary pursuant to Section 5.14 and (b) any Subsidiary of an Unrestricted Subsidiary.
US Borrower” shall have the meaning set forth in the preamble hereto.
US Revolving Borrowing” shall mean a Borrowing comprised of US Revolving Loans.
US Person” shall mean any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.
US Revolving Loan” shall mean a Revolving Loan made to the US Borrower pursuant to Section 2.04(a).
US Tax Compliance Certificate” shall have the meaning set forth in Section 2.20(h).
Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.
Wholly Owned Restricted Subsidiary” shall mean a Wholly Owned Subsidiary that is also a Restricted Subsidiary.
Wholly Owned Subsidiary” of any Person shall mean a Subsidiary of such Person of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the Equity Interests of such Subsidiary are, at the time any determination is being made, owned, Controlled or held by such Person or one or more other Wholly Owned Subsidiaries of such Person

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or by such Person and one or more other Wholly Owned Subsidiaries of such Person. Unless otherwise qualified, all references to a “Wholly Owned Subsidiary” or to “Wholly Owned Subsidiaries” in this Agreement shall refer to a Wholly Owned Subsidiary or Wholly Owned Subsidiaries of the US Borrower.
Withdrawal Liability” shall mean any liability to a Multiemployer Plan as a result of a “complete withdrawal” or “partial withdrawal” from such Multiemployer Plan, as such terms are defined in Section 4201(b) of ERISA.
Withholding Agent” shall mean any Loan Party and the Administrative Agent.
Write-Down and Conversion Powers” shall mean, 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.
Yield Differential” shall have the meaning set forth in Section 2.26(e)(iii).
Section 1.02    Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, recitals, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and recitals, Annexes, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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(b)    In the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and excluding”, the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”.
(c)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
(d)    For the avoidance of doubt, any reference herein to a Permitted Lien shall not, in itself, serve to subordinate any Lien created by any Security Document to such Permitted Lien.
Section 1.03    Accounting Terms.
(a)    Generally. All accounting terms not specifically defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Historical Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the US Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.
(b)    Accounting Change. If at any time any Accounting Change shall occur and such change results in a change in the method of calculation of any financial covenant, standard or term in this Agreement, then upon the written request of the US Borrower or the Administrative Agent (acting upon the request of the Required Lenders), the US Borrower, the Administrative Agent and the Lenders shall negotiate in good faith in order to amend such provisions so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the US Borrower’s financial condition shall be the same after such Accounting Change as if such Accounting Change had not occurred (subject to the approval of the Required Lenders, not to be unreasonably withheld, conditioned or delayed); provided that, until such time as an amendment shall have been executed and delivered by the US Borrower, the Administrative Agent and the Required Lenders, (A) all such financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred and (B) the US Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such financial covenants, standards and terms made before and after giving effect to such Accounting Change. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Historical Audited Financial Statements for all purposes of this Agreement, notwithstanding any Accounting Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

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Section 1.04    Rounding. Any financial ratios required to be maintained by the US Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
Section 1.05    Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
Section 1.06    Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be 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 other document, agreement and instrument entered into by the applicable Issuing Bank and the US Borrower (or any Restricted Subsidiary) or in favor of such Issuing Bank and relating to such Letter of Credit, 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 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.
Section 1.07    Currency Equivalents Generally.
(a)    Not later than 1:00 p.m., New York City time, on each Calculation Date, the Administrative Agent shall (x) determine the Spot Rate as of such Calculation Date with respect to each Alternative Currency and (y) give notice thereof to the applicable Lenders and the applicable Borrowers. The Spot Rates so determined shall become effective (i) in the case of the initial Calculation Date, on the Closing Date and (ii) in the case of each subsequent Calculation Date, on the first Business Day immediately following such Calculation Date (a “Reset Date”), shall remain effective until the next succeeding Reset Date and shall for all purposes of this Agreement (other than any provision expressly requiring the use of a current exchange rate) be the Spot Rates employed in converting any amounts between Dollars and any Alternative Currency.
(b)    Solely for purposes of Article II and related definitional provisions to the extent used therein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as determined by the Administrative Agent and notified to the applicable Lenders and the applicable Borrowers in accordance with Section 1.07(a). If any basket is exceeded solely as a result of fluctuations in the applicable Spot Rate after the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in the applicable Spot Rate. Amounts denominated in an Alternative Currency will be converted to Dollars for the purposes of (A) testing the financial maintenance covenants under Section 6.13, at the Spot Rate as of the last day of the fiscal quarter of the US Borrower for which such measurement is being made, and (B) calculating the Consolidated First Lien Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Consolidated Interest Coverage Ratio (other than for purposes of determining compliance with Section 6.13), at the Spot Rate as of the date of calculation, and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of

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Swap Contracts permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Equivalent of such Indebtedness.
(c)    For purposes of Section 6.01, the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on the applicable Spot Rate, in the case of such Indebtedness incurred or committed, on the date that such Indebtedness was incurred or committed, as applicable; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars, and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the applicable Spot Rate on the date of such refinancing, such Dollar-denominated restrictions shall be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Debt does not exceed the sum of (i) the outstanding or committed principal amount, as applicable, of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing.
(d)    For purposes of Sections 6.02, 6.04, 6.05 and 6.06, the amount of any Liens, Dispositions, Restricted Payments and Investments, as applicable, denominated in any currency other than Dollars shall be calculated based on the applicable Spot Rate on the date that such Lien is incurred or such Disposition, Restricted Payment or Investment is made, as the case may be.
Section 1.08    Pro Forma Calculations.
(a)    Solely for purposes of determining (x) compliance with the financial maintenance covenants set forth in Section 6.13) and (y) whether any action is otherwise permitted to be taken hereunder, the Consolidated First Lien Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Consolidated Interest Coverage Ratio shall be calculated as follows:
(i)    in the event that the US Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness during the Test Period for which such ratio is being calculated (or, in the case of clause (y) above, subsequent to the Test Period for which such ratio is being calculated and on or prior to or simultaneously with the event for which the calculation of such ratio is made (the date of such subsequent calculation, a “Ratio Calculation Date”)), then such ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness as if the same had occurred at the beginning of such Test Period; provided that (x) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable Test Period for purposes of this calculation determined by utilizing the rate that is or would be in effect with respect to such Indebtedness at the relevant date of determination (taking into account any interest rate hedging arrangements applicable to such Indebtedness), (y) interest on any obligations with respect to Capital Leases shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the US Borrower to be the rate of interest implicit in such obligation in accordance with GAAP and (z) interest on any Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate or other rate shall be determined to have been based upon

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the rate actually chosen, or, if none was so chosen, then based upon such optional rate as the US Borrower or such Restricted Subsidiary may designate; and
(ii)    if any Specified Transactions are consummated by the US Borrower or any of its Restricted Subsidiaries during the Test Period for which such ratio is being calculated (or, in the case of clause (y) above, subsequent to the Test Period for which such ratio is being calculated and on or prior to or simultaneously with the relevant Ratio Calculation Date), then Consolidated Adjusted EBITDA shall be calculated on a pro forma basis, assuming that all such Specified Transactions had occurred on the first day of such Test Period.
(b)    Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the US Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and synergies projected by the US Borrower in good faith to result from actions taken, committed to be taken or expected in good faith to be reasonably expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings, operating expense reductions and synergies are reasonably identifiable, factually supportable and supported by an officer’s certificate delivered to the Administrative Agent; provided further that any increase in Consolidated Adjusted EBITDA as a result of cost savings, operating expense reductions and synergies (other than those of the type that would be permitted to be included in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act), when taken together with all adjustments made in clause (a)(vi) of the definition of “Consolidated Adjusted EBITDA”, shall not exceed 15% of Consolidated Adjusted EBITDA (determined prior to giving effect to such increase) in any period of four consecutive fiscal quarters of the US Borrower and shall be subject to the limitations set forth in the definition of “Consolidated Adjusted EBITDA”.
(c)    Notwithstanding anything to the contrary in this Agreement, solely for the purpose of (i) measuring the relevant financial ratios and basket availability with respect to the incurrence of any Indebtedness (including any Incremental Loans or Incremental Commitments) or Liens or the making of any Investments, Restricted Payments, prepayments of Junior Indebtedness or Dispositions or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries or (ii) determining compliance with 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 US 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, at the election of the US Borrower, either (x) the date on which the definitive agreements for such Limited Condition Acquisition are entered into or (y) the date on which such Limited Condition Acquisition is consummated (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 Test Period ending prior to the LCA Test Date, the US

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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 shall be deemed to have been complied with; provided that, in connection with any Permitted Acquisition for which an LCA Election has been made, it shall be a condition to the consummation of such Permitted Acquisition that, as of the date of such consummation, no Event of Default under clause (a), (f) or (g) of Section 7.01 has occurred and is continuing or would result therefrom. If the US 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 that 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 be required to be satisfied on a pro forma basis (A) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (B) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. For the avoidance of doubt, notwithstanding anything in this Section 1.08 to the contrary, the requirements of Section 4.02 are required to be satisfied in connection with any Credit Extension (except as expressly provided in Section 2.26 in connection with an Incremental Commitment).
Section 1.09    Rates. 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 in the definition of “Eurocurrency Rate” or with respect to any comparable or successor rate thereto.
ARTICLE II
LOANS AND LETTERS OF CREDIT

Section 2.01    Term Loan Commitments. Subject to the terms and conditions set forth herein, each Term Lender having an Original Term Loan Commitment agrees, severally and not jointly, to make a term loan to the US Borrower on the Closing Date in an aggregate amount equal to the Original Term Loan Commitment of such Term Lender.
The US Borrower may make only one Borrowing under the Original Term Loan Commitment on the Closing Date. Any amount borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.11 and Section 2.12, all amounts owed hereunder with respect to the Original Term Loans shall be paid in full no later than the Maturity Date applicable to such Original Term Loans. Each Lender’s Original Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the initial funding of such Lender’s Original Term Loan Commitment on the Closing Date. The Original Term Loans shall be denominated in Dollars.

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Section 2.02    Procedure for Term Loan Borrowing.
(a)    Each Term Loan shall be made as part of a Borrowing consisting of Loans of the same Class, Type and currency made to the US Borrower by the Term Lenders ratably in accordance with their respective Term Loan Commitments of the applicable Class. The US Borrower shall deliver to the Administrative Agent a fully executed Borrowing Notice with respect to any Borrowing of Term Loans no later than (x) one Business Day in advance of the proposed Borrowing Date in the case of Base Rate Loans and (y) three Business Days in advance of the proposed Borrowing Date in the case of Eurocurrency Loans (or such shorter period as may be acceptable to the Administrative Agent). If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period with respect to any Eurocurrency Borrowing is specified in any such notice, then the US Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.02 (and the contents thereof), and of each Lender’s portion of the requested Borrowing. All Term Loans shall be denominated in Dollars.
(b)    Upon satisfaction or waiver of the conditions precedent specified herein, each Term Lender shall make its Term Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) on the applicable Borrowing Date by wire transfer of same day funds in Dollars, at the principal office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the US Borrower on the applicable Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent from the Term Lenders to be credited to the account of the US Borrower at the principal office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the US Borrower.
Section 2.03    Repayment of Term Loans.
(a)    The US Borrower shall repay to the Term Lenders the Original Term Loans on the last day of each March, June, September and December, beginning with June 30, 2016, in an aggregate principal amount for each such date equal to 0.25% of the aggregate principal amount of the Original Term Loans outstanding on the Closing Date (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12); provided, however, that the final principal repayment installment of the Original Term Loans shall be repaid on the Term Loan Maturity Date in respect of the Original Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Original Term Loans outstanding on such date.

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(b)    The US Borrower shall repay to the Incremental Term Lenders, the Lenders with respect to any Extended Term Loans and the Lenders with respect to any Refinancing Term Loans the aggregate principal amount of all Incremental Term Loans, Extended Term Loans of a given Extension Series or Refinancing Term Loans of a given Refinancing Series, as applicable, outstanding on the date(s) and in the amounts specified in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment, as applicable.
Section 2.04    Revolving Commitments.
(a)    Subject to the terms and conditions set forth herein, each Revolving Lender agrees, severally and not jointly, from time to time on any Business Day during the applicable Revolving Commitment Period, to make %4. Revolving Loans to the US Borrower denominated in Dollars or Euros; %4. Revolving Loans to the Canadian Borrower denominated in Dollars or Canadian Dollars; and %4. Revolving Loans to the UK Borrower denominated in Dollars, Sterling or Euros; provided that, after giving effect to any such Borrowing of Revolving Loans, %5. the Total Revolving Exposure at such time shall not exceed the Total Revolving Commitments then in effect; %5. no Revolving Lender’s Revolving Exposure at such time shall exceed such Revolving Lender’s Revolving Commitment then in effect; %5. the Total Canadian Revolving Exposure at such time shall not exceed $40,000,000; and %5. the Total UK Revolving Exposure at such time shall not exceed $10,000,000; provided, further, that no Revolving Loans shall be made to the Canadian Borrower or the UK Borrower until the consent of the Minister of Northern Development and Mines to the Goderich Mine Mortgage has been received by the Administrative Agent and such Goderich Mine Mortgage creates a legal, valid, binding and enforceable first-priority Lien on the Goderich Mine in favor of the Administrative Agent, for the benefit of the Secured Parties, subject only to Permitted Liens. Within the foregoing limits and subject to the terms and conditions set forth herein, amounts borrowed pursuant to this Section 2.04 may be repaid and reborrowed during the Revolving Commitment Period.

(b)    Each Borrower shall repay to the applicable Revolving Lenders on the applicable Revolving Termination Date the aggregate principal amount of the applicable Revolving Loans that were made to such Borrower and are outstanding on such date.
Section 2.05    Procedure for Revolving Borrowing.
(a)    Loans and Borrowings.
(i)    Each Revolving Loan shall be made as part of a Borrowing consisting of Loans of the same Class, Type and currency made to the applicable Borrower by the Revolving Lenders ratably in accordance with their respective Revolving Commitments of the applicable Class.
(ii)    Subject to Section 2.17, (A) each US Revolving Loan (1) denominated in Dollars shall be a Base Rate Loan or a Eurocurrency Loan, as the US Borrower may request in accordance herewith, and (2) denominated in Euros shall be a Eurocurrency Loan; (B) each Canadian Revolving Loan (1) denominated in Dollars shall

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be a Base Rate Loan or a Eurocurrency Loan, as the Canadian Borrower may request in accordance herewith, and (2) denominated in Canadian Dollars shall be a Canadian Prime Rate Loan or a Eurocurrency Loan, as the Canadian Borrower may request in accordance herewith; and (C) each UK Revolving Loan shall be a Eurocurrency Loan.
(iii)    Except pursuant to Section 2.07(d), (A) Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and (B) Revolving Loans that are (1) Eurocurrency Loans denominated in Dollars shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (2) Eurocurrency Loans denominated in Canadian Dollars shall be in an aggregate minimum amount of C$5,000,000 and integral multiples of C$1,000,000 in excess of that amount, (3) Eurocurrency Loans denominated in Euro shall be in an aggregate minimum amount of €5,000,000 and integral multiples of €1,000,000 in excess of that amount, (4) Eurocurrency Loans denominated in Sterling shall be in an aggregate minimum amount of £5,000,000 and integral multiples of £1,000,000 in excess of that amount and (5) Canadian Prime Rate Loans shall be in an aggregate minimum amount of C$500,000 and integral multiples of C$100,000 in excess of that amount.
(b)    Borrowing Notice. Whenever a Borrower desires that Lenders make Revolving Loans to such Borrower, such Borrower shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than 11:00 a.m. (Local Time) (x) at least three Business Days in advance of the proposed Borrowing Date in the case of Eurocurrency Loans and (y) at least one Business Day in advance of the proposed Borrowing Date in the case of Base Rate Loans and Canadian Prime Rate Loans; provided that, if such Borrowing Date is the Closing Date, such Borrowing Notice may be delivered on the Closing Date with respect to Base Rate Loans and Canadian Prime Rate Loans and such period shorter than three Business Days as may be agreed by the Administrative Agent with respect to Eurocurrency Loans. If no election as to the Type of Borrowing is specified in any such Borrowing Notice, then the relevant Borrower shall be deemed to have requested a Borrowing that is (i) in the case of a US Revolving Borrowing denominated in Dollars, a Base Rate Borrowing; (ii) in the case of a US Revolving Borrowing denominated in Euros, a Eurocurrency Borrowing; (iii) in the case of a Canadian Revolving Borrowing denominated in Dollars, a Base Rate Borrowing; (iv) in the case of a Canadian Revolving Borrowing denominated in Canadian Dollars, a Canadian Prime Rate Borrowing; and (v) in the case of a UK Revolving Borrowing, a Eurocurrency Borrowing. If no Interest Period with respect to a Eurocurrency Borrowing is specified in any such Borrowing Notice, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency for a Borrowing is specified in any such Borrowing Notice, then the relevant Borrower shall be deemed to have requested a Borrowing denominated in (A) with respect to a US Revolving Borrowing, Dollars; (B) with respect to a Canadian Revolving Borrowing, Canadian Dollars; and (C) with respect to a UK Revolving Borrowing, Sterling.
(c)    Notice of Receipt. Notice of receipt of each Borrowing Notice in respect of Revolving Loans, together with the amount of each Lender’s Revolving Percentage thereof, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each

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applicable Lender in writing with reasonable promptness, but (provided that the Administrative Agent shall have received such notice by 11:00 a.m. (Local Time)) not later than 12:00 p.m. (Local Time) on the same day as the Administrative Agent’s receipt of such Borrowing Notice.
(d)    Funding of Borrowings. Upon satisfaction or waiver of the conditions precedent specified herein, (i) each Revolving Lender shall make the amount of its Revolving Loan available to the Administrative Agent, in the relevant currency, not later than 2:00 p.m. (Local Time) on the applicable Borrowing Date by wire transfer of same day funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders and (ii) the Administrative Agent shall make the proceeds of such Revolving Loans available to the relevant Borrower on the applicable Borrowing Date by causing an amount of same day funds equal to the proceeds of all such Revolving Loans received by the Administrative Agent from the Lenders to be credited, in like funds, to the account of the relevant Borrower at the principal office designated by the Administrative Agent or such other account as may be designated in writing to the Administrative Agent by the relevant Borrower.
Section 2.06    Swing Line Loans.
(a)    Swing Line Commitment. During the Swing Line Commitment Period, subject to the terms and conditions hereof, each Swing Line Lender severally agrees, from time to time, to make Swing Line Loans in Dollars to the US Borrower in the aggregate amount up to but not exceeding its Swing Line Commitment; provided that, after giving effect to the making of any Swing Line Loan, in no event shall (i) the Total Revolving Exposure at such time exceed the Total Revolving Commitments then in effect, (ii) any Revolving Lender’s Revolving Exposure at such time exceed such Revolving Lender’s Revolving Commitment then in effect, (iii) the aggregate principal amount of outstanding Swing Line Loans made by any Swing Line Lender at such time exceed such Swing Line Lender’s Swing Line Commitment then in effect or (iv) any Swing Line Lender’s Revolving Exposure at such time exceed such Swing Line Lender’s Revolving Commitment then in effect. Each Swing Line Loan shall be made as part of a Borrowing consisting of Swing Line Loans made by the Swing Line Lenders ratably in accordance with their respective Swing Line Commitments. The failure of any Swing Line Lender to make any Swing Line Loan required to be made by it shall not relieve any other Swing Line Lender of its obligations hereunder; provided that the Swing Line Commitments of the Swing Line Lenders are several and no Swing Line Lender shall be responsible for any other Swing Line Lender’s failure to make Swing Line Loans as required. Each Swing Line Lender’s Swing Line Commitment shall expire at the end of the Swing Line Commitment Period and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than such date. Within the foregoing limits and subject to the terms and conditions set forth herein, during the Swing Line Commitment Period, the US Borrower may borrow, prepay and reborrow Swing Line Loans pursuant to this Section 2.06.
(b)    Borrowing Mechanics for Swing Line Loans.
(i)    Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount. Each Swing Line Loan shall be a Base Rate Loan.

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(ii)    Whenever the US Borrower desires that the Swing Line Lenders make a Swing Line Loan, the US Borrower shall deliver to the Administrative Agent and the Swing Line Lenders a fully executed Borrowing Notice no later than 11:00 a.m. (New York City time) on the proposed Borrowing Date.
(iii)    Upon satisfaction or waiver of the conditions precedent specified herein, each Swing Line Lender shall make the amount of its Swing Line Loan available to the Administrative Agent not later than 2:00 p.m. (New York City time) on the applicable Borrowing Date by wire transfer of same day funds in Dollars, at the principal office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Swing Line Loans available to the US Borrower on the applicable Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by the Administrative Agent from the Swing Line Lenders to be credited to the account of the US Borrower at the principal office designated by the Administrative Agent, or to such other account as may be designated in writing to the Administrative Agent by the US Borrower.
(iv)    Any Swing Line Lender may by written notice given to the Administrative Agent require the Revolving Lenders to acquire participations on such Business Day in all or a portion of its Swing Line Loans outstanding. Such notice shall specify the aggregate amount of the Swing Line Loans of such Swing Line Lender in which the Revolving Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Revolving Percentage of such Swing Line Loan or Swing Line Loans. Each Revolving Lender hereby absolutely and unconditionally agrees to pay, promptly upon receipt of notice as provided above (and, in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, not later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, not later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to the Administrative Agent, for the account of such Swing Line Lender, such Lender’s Revolving Percentage of such Swing Line Loan or Swing Line Loans. Each Revolving Lender acknowledges and agrees that, in making any Swing Line Loan, each Swing Line Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the US Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Swing Line Loan was made, the Required Class Lenders in respect of the Revolving Lenders, treated as a single Class, shall have notified such Swing Line Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Swing Line Loan were then made (it being understood and agreed that, in the event such Swing Line Lender shall have received any such notice, it shall have no obligation to make any Swing Line Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Revolving Lender shall comply with its obligation under this

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paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05(d)and Section 2.18(b) with respect to Loans made by such Lender (and Section 2.05(d) and Section 2.18(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this Section 2.06(b)(iv)), and the Administrative Agent shall promptly remit to each applicable Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the US Borrower of any participations in any Swing Line Loan acquired pursuant to this Section 2.06(b)(iv), and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the applicable Swing Line Lender. Any amounts received by any Swing Line Lender from the US Borrower in respect of a Swing Line Loan after receipt by such Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this Section 2.06(b)(iv) and to the applicable Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the US Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this Section 2.06(b)(iv) shall not constitute a Loan and shall not relieve the US Borrower of its obligation to repay such Swing Line Loan.
(v)    Notwithstanding anything contained herein to the contrary, (1) each Revolving Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to Section 2.06(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party; (D) any breach of this Agreement or any other Loan Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; and (2) no Swing Line Lender shall be obligated to make any Swing Line Loans (A) if it does not in good faith believe that all conditions under Section 4.02 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (B) at a time when any Lender is a Defaulting Lender unless such Swing Line Lender has entered into arrangements satisfactory to it and the US Borrower to eliminate such Swing Line Lender’s risk with respect to such Defaulting Lender’s participation in such Swing Line Loans.
(c)    Resignation and Removal of Swing Line Lender. Any Swing Line Lender may resign as Swing Line Lender upon 30 days prior written notice to the Administrative Agent, the Lenders and the US Borrower. Any Swing Line Lender may be replaced at any time by written agreement among the US Borrower, the Administrative Agent, the replaced Swing Line Lender (provided that no consent will be required if the replaced Swing Line Lender has no Swing Line Loans outstanding) and the successor Swing Line Lender. The Administrative Agent shall notify the Lenders of any such replacement of any Swing Line Lender. At the time any such replacement

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or resignation shall become effective, (i) each US Borrower shall prepay any outstanding Swing Line Loans made by the resigning or removed Swing Line Lender, (ii) upon such prepayment, the resigning or removed Swing Line Lender shall surrender any Swing Line Note held by it to the US Borrower for cancellation, and (iii) the US Borrower shall issue, if so requested by the successor Swing Line Lender, a new Swing Line Note to the successor Swing Line Lender, in the principal amount of such successor Swing Line Lender’s Swing Line Commitment then in effect and with other appropriate insertions. From and after the effective date of any such replacement or resignation, (x) any successor Swing Line Lender shall have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all previous Swing Line Lenders, as the context shall require.
Section 2.07    Letters of Credit.
(a)    Letters of Credit. During the Letter of Credit Commitment Period (as it may be extended in accordance with the terms hereof and with the consent of each Issuing Bank), subject to the terms and conditions hereof, so long as no Default or Event of Default has occurred and is continuing, the US Borrower may request the issuance of Letters of Credit as the applicant thereof for the support of its or any of its Restricted Subsidiaries’ obligations, and each Issuing Bank agrees to issue such Letters of Credit; provided that (i) each Letter of Credit shall be denominated in Dollars (or, if agreed to by the applicable Issuing Bank, and subject to Section 2.07(k), in Canadian Dollars); (ii) the stated amount of each Letter of Credit shall not be less than $100,000 or, if the applicable Letter of Credit is denominated in Canadian Dollars, C$100,000 (or, in either case, such lesser amount as is acceptable to the applicable Issuing Bank); (iii) after giving effect to such issuance, in no event shall (A) the Total Revolving Exposure at such time exceed the Total Revolving Commitments then in effect, (B) any Revolving Lender’s Revolving Exposure at such time exceed such Revolving Lender’s Revolving Commitments then in effect or (C) the portion of the L/C Obligations attributable to Letters of Credit issued by any Issuing Bank at such time exceed the L/C Commitment of such Issuing Bank then in effect; (iv) after giving effect to such issuance, in no event shall the L/C Obligations exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the end of the Letter of Credit Commitment Period and (2) the date which is one year from the date of issuance of such Letter of Credit; and (vi) in no event shall any Letter of Credit be issued if such Letter of Credit is otherwise unacceptable to the applicable Issuing Bank in its reasonable discretion. Subject to the foregoing, an Issuing Bank may agree in its sole discretion and on terms acceptable to such Issuing Bank that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless such Issuing Bank elects not to extend for any such additional period; provided that such Issuing Bank shall not extend any such Letter of Credit if it has received written notice that any of the conditions under Section 4.02 have not been satisfied or waived by the Required Lenders at the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue any Letter of Credit unless such Issuing Bank has entered into arrangements satisfactory to it and the US Borrower to eliminate such Issuing Bank’s risk with respect to the participation of such Defaulting Lender in Letters of Credit. All Existing Letters of Credit shall be deemed to have

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been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(b)    Notice of Issuance. Whenever the US Borrower desires the issuance of a Letter of Credit, it shall deliver to the applicable Issuing Bank (with a copy to the Administrative Agent) a duly completed Letter of Credit Application no later than 12:00 p.m. (New York City time) at least three Business Days, or in each case such shorter period as may be agreed to by such Issuing Bank in any particular instance, in its sole discretion, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 4.02, the applicable Issuing Bank shall, subject to the limitations set forth in Section 2.07(a), issue the requested Letter of Credit in accordance with such Issuing Bank’s standard operating procedures. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant Issuing Bank: (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount and currency thereof; (iii) the expiry date thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (vii) whether the Letter of Credit is issued for the account of the US Borrower or a Restricted Subsidiary (and identifying such Restricted Subsidiary); provided that the US Borrower shall be a co-applicant, and jointly and severally liable, with respect to all Obligations arising under each Letter of Credit issued for the account of a Restricted Subsidiary and the provisions of Section 2.07(j) shall apply; and (viii) such other matters as the Issuing Bank may reasonably request. Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, the applicable Issuing Bank shall promptly notify the Administrative Agent of such issuance, amendment or modification, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit.
(c)    Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, an Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between the US Borrower and any Issuing Bank, the US Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, no Issuing Bank shall be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any

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document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of such Issuing Bank, including any Governmental Acts; and none of the foregoing shall affect or impair, or prevent the vesting of, any of such Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of such Issuing Bank to the US Borrower. Notwithstanding anything to the contrary contained in this Section 2.07(c), the US Borrower shall retain any and all rights it may have against any Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of such Issuing Bank as determined by a court of competent jurisdiction in a final and non-appealable judgment.
(d)    Reimbursement by Borrower of Amounts Drawn or Paid Under Letters of Credit. In the event any Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall immediately notify the US Borrower and the Administrative Agent, and the US Borrower shall reimburse such Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars or, subject to the two immediately succeeding sentences, if the applicable Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars, and in same day funds equal to the amount of such honored drawing; provided that, notwithstanding anything to the contrary contained herein, in the case of a drawing under a Letter of Credit made in Dollars (i) unless the US Borrower shall have notified the Administrative Agent and the applicable Issuing Bank prior to 11:00 a.m. (New York City time) on the date such drawing is honored that the US Borrower intends to reimburse such Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the US Borrower shall be deemed to have given a timely Borrowing Notice to the Administrative Agent requesting Revolving Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, the Revolving Lenders shall, on the Reimbursement Date, make Revolving Loans in the applicable currency that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied promptly and directly by the Administrative Agent to reimburse the applicable Issuing Bank for the amount of such honored drawing (and the US Borrower’s obligation to make payments pursuant to this Section 2.07(d) shall be discharged and replaced by the resulting Revolving Loans); provided, further, if for any reason proceeds of Revolving Loans are not received by such Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the US Borrower shall reimburse such Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. In the case of a Letter of Credit denominated in Canadian Dollars, the US Borrower shall reimburse the applicable Issuing Bank in Canadian Dollars, unless (A) such Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the US Borrower shall have notified such Issuing Bank promptly following receipt of the notice of drawing that the US Borrower will reimburse such Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in Canadian

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Dollars, the applicable Issuing Bank shall notify the US Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Nothing in this Section 2.07(d) shall be deemed to relieve any Revolving Lender from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the US Borrower shall retain any and all rights it may have against any such Revolving Lender resulting from the failure of such Revolving Lender to make such Revolving Loans under this Section 2.07(d).
(e)    Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit, the applicable Issuing Bank shall be deemed to have sold and transferred to each Revolving Lender and each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, without recourse or warranty (regardless of whether the conditions set forth in Article IV shall have been satisfied), and hereby agrees to irrevocably purchase, from such Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Revolving Percentage of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that the US Borrower shall fail for any reason to reimburse any Issuing Bank as provided in Section 2.07(d), such Issuing Bank shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Revolving Percentage. Each Revolving Lender shall pay to the Administrative Agent an amount equal to its respective participation, in Dollars or Canadian Dollars, as the case may be, and in same day funds, in the same manner as provided in Section 2.05(d) and Section 2.18(b) with respect to Loans made by such Revolving Lender (and Section 2.05(d) and Section 2.18(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this Section 2.07(e)), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the US Borrower with respect to a disbursement by an Issuing Bank under a Letter of Credit, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this Section 2.07(e) to reimburse an Issuing Bank for a drawing under a Letter of Credit shall not constitute a Loan and shall not relieve the US Borrower of its obligation to reimburse such drawing.
(f)    Obligations Absolute. The obligation of the US Borrower to reimburse each Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.07(d), and the obligations of Revolving Lenders under Section 2.07(e), shall be unconditional and irrevocable. Furthermore, any such amounts shall be paid strictly in accordance with the terms hereof under all circumstances, including the following: (i) any Letter of Credit is invalid or unenforceable; (ii) the US Borrower or any Lender has any claim, set-off right, defense or other right against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), any Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the US Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the US Borrower or one of its Subsidiaries and the beneficiary for

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which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein is untrue or inaccurate in any respect; (iv) any Issuing Bank has made a payment under any Letter of Credit upon presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) there has been an adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Group Member; (vi) any party hereto (or thereto) has breached this Agreement or any other Loan Document; (vii) a Default or an Event of Default has occurred and is continuing; (viii) there has been any change in any other term (including the time or manner or place of payment) of all or any of the Obligations in respect of any Letter of Credit, in each case whether or not the US Borrower has knowledge thereof; (ix) there has been an amendment, modification or waiver of, or any consent to departure from, any Letter of Credit or any documents or instruments relating thereto, in each case whether or not the US Borrower has knowledge thereof; (x) there has been an exchange, release, surrender or impairment of any Collateral or other security for the Obligations; or (xi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, has arisen; provided, in each case, that payment by any Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of such Issuing Bank as determined by a court of competent jurisdiction in a final and non-appealable judgment.
(g)    Indemnification. Without duplication of any obligation of any Borrower under Section 9.05, in addition to amounts payable as provided herein, each Borrower hereby agrees to protect, indemnify, pay and save harmless each Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which such Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by such Issuing Bank, other than as a result of (A) the gross negligence or willful misconduct of such Issuing Bank, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (B) the wrongful dishonor by such Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, as determined by a final, non-appealable judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.
(h)    Resignation and Removal of Issuing Bank. Any Issuing Bank may resign as an Issuing Bank upon 60 days prior written notice to the Administrative Agent, the Lenders and the US Borrower. Any Issuing Bank may be replaced at any time by written agreement among the US Borrower, the Administrative Agent, the replaced Issuing Bank (provided that no consent will be required if the replaced Issuing Bank has no Letters of Credit or reimbursement obligations with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank. At the time any such replacement or resignation shall become effective, each relevant Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective date of any such replacement or resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) all references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall

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require. After the replacement or resignation of any Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it (or reimbursement obligation with respect thereto) remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit or extend any outstanding Letters of Credit.
(i)    Additional Issuing Banks. The US Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms of this Agreement (and the US Borrower shall specify to the Administrative Agent the initial L/C Commitment of such Lender), subject to reporting requirements reasonably satisfactory to the Administrative Agent with respect to issuances, amendments, extensions and terminations of Letters of Credit by such additional issuing bank. Any Lender designated as an issuing bank pursuant to this Section 2.07(i) shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to such Lender.
(j)    Letters of Credit Issued for Restricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the US Borrower shall be obligated to reimburse each Issuing Bank hereunder for any and all drawings under such Letter of Credit. The US Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the US Borrower, and that the US Borrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries.
(k)    Change in Law. Notwithstanding any other provision of this Agreement, if (i) any Change in Law shall make it unlawful for any Issuing Bank to issue Letters of Credit denominated in Canadian Dollars, or (ii) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates that would make it impracticable for any Issuing Bank to issue Letters of Credit denominated Canadian Dollars, then by prompt written notice thereof to the US Borrower and to the Administrative Agent (which notice shall be withdrawn whenever such circumstances no longer exist), such Issuing Bank may declare that Letters of Credit will not thereafter be issued by it in Canadian Dollars, whereupon Canadian Dollars shall be deemed (for the duration of such declaration) not to constitute a permitted currency for purposes of the issuance of Letters of Credit by such Issuing Bank.
(l)    Interim Interest. If an Issuing Bank shall have honored a drawing under a Letter of Credit, then, unless the US Borrower shall reimburse such drawing in full on the date such drawing is made, the unpaid amount thereof shall bear interest, for each day from and including the date such drawing is made to but excluding the date that the US Borrower reimburses such drawing in full, at the rate per annum then applicable to Base Rate Loans; provided that, if the US Borrower fails to reimburse such drawing in full when due pursuant to Section 2.07(d), then Section 2.15(d) shall apply. Interest accrued pursuant to this paragraph shall be paid to the Administrative

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Agent, for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.07(e) to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment, and shall be payable on demand or, if no demand has been made, on the date on which the US Borrower reimburses the applicable Letter of Credit drawing in full.
(m)    Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, the Required Class Lenders in respect of the Revolving Lenders, treated as a single Class) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the L/C Obligations as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in Section 7.01(f) or Section 7.01(g). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding the terms of any Security Document, moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for L/C Obligations for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of a Required Class Lenders in respect of the Revolving Lenders, treated as a single Class, and (ii) in the case of any such application at a time when any Revolving Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than the aggregate L/C Obligations of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all Events of Default have been cured or waived. If the US Borrower is required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(e), then such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower to the extent that, after giving effect to such return, the Total Revolving Exposure at such time would not exceed the Total Revolving Commitments then in effect and no Default shall have occurred and be continuing.
Section 2.08    Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay to the Administrative Agent, for the account of the appropriate Revolving Lender the then unpaid principal amount of the applicable Revolving Loans of such

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Revolving Lender made to such Borrower on the applicable Revolving Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 7.02).
(b)    The US Borrower hereby unconditionally promises to pay to the Administrative Agent, for the account of the appropriate Term Lender or the appropriate Swing Line Lender, as the case may be, (i) the principal amount of each Original Term Loan of such Term Lender in installments according to the amortization schedule set forth in Section 2.03(a) (or on such earlier date on which the Loans become due and payable pursuant to Section 7.02), (ii) with respect to any Incremental Term Loan under an Incremental Term Loan Facility, the principal amount of each Incremental Term Loan of the relevant series of Incremental Term Loans according to the relevant repayment schedule agreed to by the Lenders of such Incremental Term Loan pursuant to Section 2.26 (or on such earlier date on which the Loans become due and payable pursuant to Section 7.02), (iii) with respect to any Extended Term Loan, the principal amount of each Extended Term Loan according to the relevant repayment schedule agreed to by the Lender of such Extended Term Loan in the applicable Extension Offer (or such earlier date on which the Loans became due and payable pursuant to Section 7.02), (iv) with respect to any Refinancing Term Loan, the principal amount of each Refinancing Term Loan according to the relevant repayment schedule agreed to by the Lender of such Refinancing Term Loan in the applicable Refinancing Amendment (or such earlier date on which the Loans became due and payable pursuant to Section 7.02) and (v) the then unpaid principal amount of each Swing Line Loan of such Swing Line Lender that were made to the US Borrower on the earlier of the fifth Business Day after such Swing Line Loan is made and the last day of the Swing Line Commitment Period (or on such earlier date on which the Loans become due and payable pursuant to Section 7.02); provided that on each date that a US Revolving Borrowing is made, the US Borrower shall repay all Swing Line Loans that were outstanding on such date.
(c)    Lenders’ Evidence of Debt. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Obligations of each of the Borrowers to such Lender, including the amounts of the Loans made by it to each Borrower and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on the relevant Borrowers, absent manifest error; provided that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitments or the Obligations of each Borrower in respect of any applicable Loans, L/C Borrowings or any other Obligations; provided, further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.
(d)    Register. The Administrative Agent shall maintain the Register pursuant to Section 9.06(c), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the denomination of such Loan, the Borrower to which such Loan was made, the Type and Class of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each of the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from each of the Borrowers and each Lender’s share thereof. The entries made in the Register shall be conclusive and binding on the Borrowers and each Lender, absent manifest error; provided that failure to make any such recordation, or any

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error in such recordation, shall not affect any Lender’s Revolving Commitments or the Obligations of each Borrower in respect of any Loans. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.08(d).
(e)    Notes. Each Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Term Loans or Revolving Loans, as the case may be, of such Lender, or any Swing Line Loans of the applicable Swing Line Lender, that, in any case, were made to such Borrower, substantially in the forms of Exhibit C-1, Exhibit C-2 or Exhibit C-3, respectively (a “Term Loan Note”, “Revolving Note” or “Swing Line Note”, respectively), with appropriate insertions as to date and principal amount; provided that the obligations of the relevant Borrower in respect of each Loan shall be enforceable in accordance with the Loan Documents whether or not evidenced by any Note.
(f)    Obligations Several. Notwithstanding anything to the contrary, (i) the obligations of the Borrowers (solely in their capacity as Borrowers) under the Loan Documents are several and not joint, (ii) the Borrowers shall not be treated as co-borrowers or co-obligors of any of the Loans and (iii) no Borrower (solely in its capacity as a Borrower) shall be liable for the Obligations of, or liable for any amounts in respect of Loans borrowed by, any other Borrower.
Section 2.09    Fees.
(a)    The US Borrower agrees to pay in Dollars to the Administrative Agent, for the account of each Revolving Lender holding a Revolving Commitment of a given Class, a commitment fee (the “Commitment Fee”) for the period from and including the date on which such Class of Revolving Commitments was established hereunder to the last day of the Revolving Commitment Period in respect of such Class of Revolving Commitments, computed at the Commitment Fee Rate on the Dollar Equivalent of the average daily unused amount of the Revolving Commitment of such Revolving Lender during the period for which payment is made; provided that, solely for purposes of calculating the Commitment Fee, the amount of outstanding Swing Line Loans shall not be considered usage of the Revolving Commitment. The Commitment Fee shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Revolving Termination Date, commencing on the first of such dates to occur after the Closing Date.
(b)    The US Borrower agrees to pay in Dollars (i) to the Administrative Agent, for the account of each Revolving Lender, letter of credit fees (the “Letter of Credit Fees”), which shall accrue at the same Applicable Margin for Revolving Loans that are Eurocurrency Loans denominated in Dollars otherwise payable to such Revolving Lender on the Dollar Equivalent of the average aggregate daily maximum amount available to be drawn under all Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination) for the period from and including the Closing Date to but excluding the later of the last day of the Letter of Credit Commitment Period and the date on which such Lender ceases to have any L/C Obligations and (ii) directly to each Issuing Bank, for its own account, a fronting fee, which shall accrue at a rate equal to 0.125% per annum on the Dollar

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Equivalent of the average aggregate daily maximum amount available to be drawn under all Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination) for the period from and including the Closing Date to but excluding the later of the Letter of Credit Commitment Period and the date on which there ceases to be any L/C Obligations in respect of Letters of Credit issued by such Issuing Bank, as well as such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with such Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. For purposes of computing the Dollar Equivalent of the daily maximum amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the Revolving Termination Date on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 calendar days after demand.
(c)    The US Borrower agrees to pay to each Arranger the fees in the amounts and on the dates previously agreed to in writing by the US Borrower and such Arranger.
(d)    The US Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates from time to time agreed to in writing by the US Borrower and the Administrative Agent.
(e)    All fees payable hereunder shall be paid on the dates due, in immediately funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of Commitment Fees and Letter of Credit Fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.
Section 2.10    Voluntary Prepayments and Commitment Reductions.
(a)    Voluntary Prepayments.
(i)    Any time and from time to time:
(A)    each Borrower may prepay Base Rate Loans on any Business Day in whole or in part (1) in the case of Base Rate Loans (other than Swing Line Loans) denominated in Dollars, in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount; and (2) in the case of Swing Line Loans, in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount;
(B)    each Borrower may prepay Eurocurrency Loans on any Business Day in whole or in part (1) in the case of Eurocurrency Loans denominated in Dollars, in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount; (2) in the case of Eurocurrency Loans denominated

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in Canadian Dollars, in an aggregate minimum amount of C$5,000,000 and integral multiples of C$1,000,000 in excess of that amount; (3) in the case of Eurocurrency Loans denominated in Euros, in an aggregate minimum amount of €5,000,000 and integral multiples of €1,000,000 in excess of that amount; and (4) in the case of Eurocurrency Loans denominated in Sterling, in an aggregate minimum amount of £5,000,000 and integral multiples of £1,000,000 in excess of that amount; and
(C)    each Borrower may prepay Canadian Prime Rate Loans on any Business Day in whole or in part in an aggregate minimum amount of C$500,000, and in integral multiples of C$100,000 in excess of that amount.
(ii)    All such prepayments shall be made:
(A)    upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans (other than Swing Line Loans) or Canadian Prime Rate Loans;
(B)    upon not less than three Business Days’ prior written or telephonic notice in the case of Eurocurrency Rate Loans; and
(C)    upon written or telephonic notice on the date of prepayment, in the case of Swing Line Loans;
in each case given to the Administrative Agent or the Swing Line Lender, as the case may be, by 12:00 p.m. (Local Time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit such original notice for Term Loans or Revolving Loans, as the case may be, to each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.12(a). The relevant Borrower’s notice may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the relevant Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(b)    Voluntary Commitment Reductions.
(i)    Each Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written notice the Administrative Agent will promptly transmit to each applicable Lender), at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments on a pro rata basis as among the various Classes thereof (in accordance with the respective amounts thereof) in an aggregate amount not to exceed the amount by which the Total Revolving Commitments exceed the Total Revolving Exposure at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving

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Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.
(ii)    Each Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in such Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Revolving Percentage thereof. Each Borrower’s notice may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Section 2.11    Mandatory Prepayments and Commitment Reductions.
(a)    Asset Sales. No later than the fifth Business Day following the date of receipt by any Group Member of any Net Cash Proceeds of any Asset Sale (except as otherwise provided in Section 6.04(f)), the US Borrower shall prepay the Term Loans as set forth in Section 2.12(b) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that so long as no Default or Event of Default shall have occurred and be continuing, the US Borrower shall have the option, directly or through one or more of its Restricted Subsidiaries, to invest such Net Cash Proceeds within 365 days of receipt thereof (or 545 days of receipt thereof if the US Borrower or any of its Restricted Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within 365 days of receipt thereof) in assets of the type used in the business of the US Borrower and its Restricted Subsidiaries (as permitted by Section 6.12). In the event that such Net Cash Proceeds are not reinvested by the US Borrower prior to the last day of such 365 day period or 545 day period, as the case may be, the US Borrower shall prepay the Term Loans in an amount equal to such Net Cash Proceeds as set forth in Section 2.12(b) no later than two Business Days after the expiration of such period.
(b)    Recovery Events. No later than the fifth Business Day following the date of receipt by any Group Member, or the Administrative Agent as loss payee, of any Net Cash Proceeds of any Recovery Event, the US Borrower shall prepay the Term Loans as set forth in Section 2.12(b) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that so long as no Default or Event of Default shall have occurred and be continuing, the US Borrower shall have the option, directly or through one or more of its Restricted Subsidiaries to invest such Net Cash Proceeds within 365 days of receipt thereof (or 545 days of receipt thereof if the US Borrower or any of its Restricted Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within 365 days of receipt thereof) in assets of the type used in the business of the US Borrower and its Restricted Subsidiaries (as permitted by Section 6.12), which investment may include the repair, restoration or replacement of the affected assets. In the event that such Net Cash Proceeds are not reinvested by the US Borrower prior to the last day of such 365 day period or 545 day period, as the case may be, the US Borrower shall prepay the Term Loans in an amount equal to such Net Cash Proceeds as set forth in Section 2.12(b) no later than two Business Days after the expiration of such period.

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(c)    Issuance of Debt. No later than the date of receipt by any Group Member of any Net Cash Proceeds from the incurrence of any Indebtedness of any Group Member (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.01, except for clause (q)(i) of such Section), the US Borrower shall prepay the Term Loans as set forth in Section 2.12(b) in an aggregate amount equal to 100% of such Net Cash Proceeds.
(d)    Excess Cash Flow. In the event that there shall be Excess Cash Flow for any fiscal year of the US Borrower (commencing with the fiscal year ending December 31, 2017) in an aggregate amount exceeding $10,000,000, the US Borrower shall, no later than 90 days after the end of such fiscal year, prepay the Term Loans as set forth in Section 2.12(b) in an aggregate amount equal to (i) the Applicable ECF Percentage of the amount by which Excess Cash Flow, if any, for such fiscal year exceeds $10,000,000, minus (ii) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.10(a) during such fiscal year with internally generated cash (excluding (x) repayments of Revolving Loans or Swing Line Loans, except to the extent the Revolving Commitments are permanently reduced on a dollar-for-dollar basis in connection with such repayments, and (y) for the avoidance of doubt, repayments of Loans made with the cash proceeds of any Credit Agreement Refinancing Indebtedness).
(e)    Revolving Loans and Swing Line Loans.
(i)    If on any date (A) any Revolving Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Revolving Lender’s Revolving Commitment then in effect, (B) the aggregate principal amount of the outstanding Swing Line Loans of any Swing Line Lender as of such date (after giving effect to any concurrent prepayment of the Swing Line Loans) would exceed the Swing Line Commitment of such Swing Line Lender then in effect, (C) any Swing Line Lender’s Revolving Exposure as of such date (after giving effect to any concurrent prepayment of Revolving Loans) would exceed such Swing Line Lender’s Revolving Commitment then in effect or (D) the Total Revolving Exposure as of such date (after giving effect to any concurrent prepayment of the Revolving Loans) would exceed the Total Revolving Commitments then in effect, then the US Borrower shall repay on such date the principal of Swing Line Loans and, after all Swing Line Loans have been repaid in full or if no Swing Line Loans are outstanding, the Borrowers shall repay on such date the principal of Revolving Loans, in each case, in the aggregate amount necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swing Line Loans and all outstanding Revolving Loans, the L/C Obligations of any Lender exceeds such Lender’s Revolving Commitment as then in effect, then the US Borrower shall deposit Cash Collateral in accordance with Section 2.07(m) in an aggregate amount equal to such excess.
(ii)    If on any date the Canadian Revolving Exposure (after giving effect to any concurrent prepayment of Canadian Revolving Loans) would exceed $40,000,000, then the Canadian Borrower shall prepay on such date the principal of Canadian Revolving Loans in the aggregate amount necessary to eliminate such excess.
(iii)    If on any date the UK Revolving Exposure (after giving effect to any concurrent prepayment of UK Revolving Loans) would exceed $10,000,000, then the UK

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Borrower shall prepay on such date the principal of UK Revolving Loans in the aggregate amount necessary to eliminate such excess.
(f)    Prepayment Certificate. Concurrently with any prepayment of the Term Loans pursuant to Section 2.11(a) through Section 2.11(d), the US Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer demonstrating the calculation of the amount of the applicable Net Cash Proceeds or Excess Cash Flow, as the case may be. In the event that the US Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, the US Borrower shall promptly make an additional prepayment of the Term Loans in an amount equal to such excess, and the US Borrower shall concurrently therewith deliver to the Administrative Agent a certificate of a Responsible Officer demonstrating the derivation of such excess.
(g)    Notwithstanding any other provisions of this Section 2.11, (i) to the extent that any or all of the Net Cash Proceeds or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being distributed to the US Borrower, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit distribution to any Loan Party (the US Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such distribution), and once any of such affected Net Cash Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to prepay Term Loans pursuant to Section 2.11(a) or Section 2.11(d), is permitted under the applicable local law to be distributed to any Loan Party, such distribution will be promptly made and such distributed Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11 and (ii) to the extent that the US Borrower has determined in good faith that distribution to the US Borrower of any of or all the Net Cash Proceeds or Excess Cash Flow attributable to Foreign Subsidiaries would have adverse tax consequences to the US Borrower and its Restricted Subsidiaries, such Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary.
Section 2.12    Application of Prepayments/Reductions.
(a)    Application of Voluntary Prepayments. Any prepayment of any Class of Loans pursuant to Section 2.10(a) shall be applied as specified by the US Borrower in the applicable notice of prepayment; provided, that such notice shall be consistent with the terms and provisions of this Agreement; provided, further, any payment by a Borrower of Revolving Loans shall be made on a pro rata basis as among the various Classes thereof of the Revolving Loans that were made to such Borrower (in accordance with the respective outstanding principal amounts thereof); provided, further, in the event the US Borrower fails to specify the Class of Loans to which any such prepayment by a Borrower shall be applied, such prepayment shall be applied as follows:
first, in the case of a prepayment by the US Borrower, to repay outstanding Swing Line Loans to the full extent thereof;

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second, to repay outstanding Revolving Loans that were made to such Borrower on a pro rata basis as among the various Classes thereof (in accordance with the respective outstanding principal amounts thereof) to the full extent thereof; and
third, in the case of a prepayment by the US Borrower, to prepay the Term Loans on a pro rata basis as among the various Classes thereof (in accordance with the respective outstanding principal amounts thereof), applied to each such Class to reduce the scheduled remaining installments of principal in direct order of maturity.
(b)    Application of Mandatory Prepayments. Any amount required to be paid pursuant to Section 2.11(a) through Section 2.11(d) shall be applied to prepay the Term Loans on a pro rata basis as among the various Classes thereof (in accordance with the respective outstanding principal amounts thereof), and applied to each such Class (i) firstly, to reduce the next eight scheduled remaining installments of principal in direct order of maturity and (ii) secondly, on a pro rata basis to reduce the scheduled remaining installments of principal; provided that any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans may be prepaid on a less (but not greater) than pro rata basis if agreed to by the Lenders holding such Loans; provided further that, if at the time of any required prepayment of the Term Loans pursuant to Section 2.11(a), Section 2.11(b) or Section 2.11(d), the US Borrower has outstanding any Permitted Pari Passu Refinancing Debt that, by its terms, requires the US Borrower to offer to the holders thereof to repurchase or prepay such Permitted Pari Passu Refinancing Debt with the Net Cash Proceeds or Excess Cash Flow that would otherwise be required to so prepay the Term Loans (such Permitted Pari Passu Refinancing Debt required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the US Borrower may apply such Net Cash Proceeds or Excess Cash Flow on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would otherwise have been required pursuant to Section 2.11(a) or Section 2.11(b) as applicable, shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within three Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.
(c)    Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, in the event the US Borrower is required to make any mandatory prepayment (other than pursuant to Section 2.11(c)) (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the US Borrower is required to make such mandatory prepayment, the US Borrower shall notify the Administrative Agent of the amount of such mandatory prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s pro rata share of such mandatory prepayment and, to the extent relating to a Waivable

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Mandatory Prepayment, such Lender’s option to refuse such amount. Each such Lender may exercise any such option by giving written notice to the US Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the US Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the US Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied to prepay Term Loans of those Lenders that have elected not to exercise their option to refuse the amount of such Lenders’ pro rata share of such Waivable Mandatory Prepayment and, if any such Lender has elected to exercise its option to refuse the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment, then (i) the amount of such Waivable Mandatory Prepayment that is prepaid shall be applied to the scheduled installments of principal of the Term Loans of each such Class on a pro rata basis to reduce the scheduled remaining installments of principal and (ii) the amount of such Waivable Mandatory Prepayment that is waived shall be retained by the US Borrower.
(d)    Application of Prepayments of Loans to Base Rate Loans, Canadian Prime Rate Loans and Eurocurrency Loans. Considering each Class of Loans being prepaid separately, and also considering Loans made to each of the Borrowers separately, any prepayment thereof shall be applied first to Base Rate Loans and Canadian Prime Rate Loans to the full extent thereof before application to Eurocurrency Loans, in each case in a manner which minimizes the amount of any payments required to be made by US Borrower pursuant to Section 2.21.
Section 2.13    Conversion and Continuation Options. (a)  Each Borrower (other than the UK Borrower) may elect from time to time to convert a Eurocurrency Borrowing to a different Type of Borrowing by giving the Administrative Agent at least one Business Day’s prior irrevocable notice of such election; provided that any such conversion of a Eurocurrency Borrowing may be made only on the last day of an Interest Period with respect thereto. Each Borrower (other than the UK Borrower) may elect from time to time to convert Base Rate Borrowings or Canadian Prime Rate Borrowings to Eurocurrency Borrowings by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor); provided that no Base Rate Borrowing or Canadian Prime Rate Borrowing under a particular Credit Facility may be converted into a Eurocurrency Borrowing (i) when any Event of Default has occurred and is continuing or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Credit Facility. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof.
(b)    Each Borrower may elect to continue any Eurocurrency Borrowing as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the definition of “Interest Period”, of the length of the next Interest Period to be applicable to such Loans; provided that if the applicable Borrower shall fail to give any required notice as described above in this Section 2.13(b), then such Borrowing shall be converted automatically on the last day of such then-expiring Interest Period (i) in the case of a Borrowing by the US Borrower denominated in Dollars, to a Base Rate Borrowing, (ii) in the case of a Borrowing by the US Borrower denominated in Euros, to a

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Eurocurrency Borrowing with an Interest Period of one month’s duration, (iii) in the case of a Borrowing by the Canadian Borrower denominated in Dollars, to a Base Rate Borrowing, (iv) in the case of a Borrowing by the Canadian Borrower denominated in Canadian Dollars, to a Canadian Prime Rate Borrowing and (v) in the case of a Borrowing by the UK Borrower, to a Eurocurrency Borrowing with an Interest Period of one month’s duration. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. Notwithstanding any contrary provision hereof, (A) no Eurocurrency Borrowing under a particular Credit Facility may be continued as such after the date that is one month prior to the final scheduled termination or maturity date of such Credit Facility and (B) when any Event of Default has occurred and is continuing, (1) no outstanding Borrowing (other than a Borrowing by the UK Borrower) denominated in Dollars may be converted to or continued as a Eurocurrency Borrowing and (2) unless repaid, each Eurocurrency Borrowing (other than a Borrowing by the UK Borrower) denominated in Dollars shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.
(c)    With respect to any conversion or continuation pursuant to this Section 2.13, the applicable Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing hereunder.
(d)    Notwithstanding any other provision of this Section 2.13, (i) no Borrower shall be permitted to (A) change the currency of any Borrowing or (B) convert any Borrowing to a Type not available to such Borrower in such currency as provided in Section 2.05(a)(ii) and (ii) this Section 2.13 shall not apply to Swing Line Borrowings, which may not be converted or continued.
Section 2.14    Minimum Amounts and Maximum Number of Eurocurrency Borrowings. Notwithstanding anything to the contrary in this Agreement, all Borrowings, conversions, continuations and optional prepayments of Eurocurrency Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurocurrency Loans comprising each Eurocurrency Borrowing shall be equal to (i) if denominated in Dollars, $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (ii) if denominated in Canadian Dollars, C$5,000,000 or a whole multiple of C$1,000,000 in excess thereof, (iii) if denominated in Euros, €5,000,000 or a whole multiple of €1,000,000 in excess thereof and (iv) if denominated in Sterling, £5,000,000 or a whole multiple of £1,000,000 in excess thereof and (b) no more than 15 Eurocurrency Borrowings shall be outstanding at any one time.
Section 2.15    Interest Rates and Payment Dates. (a)  Each Eurocurrency Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurocurrency Rate determined for such Interest Period plus the Applicable Margin in effect for such day.
(b)    Each Base Rate Loan shall bear interest for each day on which it is outstanding at a rate per annum equal to the Base Rate in effect for such day plus the Applicable Margin in effect for such day.

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(c)    Each Canadian Prime Rate Loan shall bear interest for each day on which it is outstanding at a rate per annum equal to the Canadian Prime Rate in effect for such day plus the Applicable Margin in effect for such day.
(d)    (i) Automatically, after the occurrence and during the continuance of an Event of Default described in Section 7.01(a), Section 7.01(f) or Section 7.01(g) and (ii) after notice to the US Borrower from the Administrative Agent acting at the direction of the Required Lenders, after the occurrence and during the continuance of any other Event of Default, in each case of clauses (i) and (ii) from the date of such Event of Default or, if later, the date specified in any such notice until such Event of Default is cured or waived, each Borrower shall pay interest on past due amounts owing by it hereunder at a rate per annum at all times, after as well as before judgment, equal to (x) in the case of principal, at the rate otherwise applicable to such Loan pursuant to Section 2.15(a), Section 2.15(b) or Section 2.15(c), as applicable, plus 2.00% per annum and (y) in all other cases, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the rate that would be applicable to Base Rate Loans (or, in the case of amounts owed by the Canadian Borrower and denominated in Canadian Dollars, Canadian Prime Rate Loans) under the Original Revolving Facility plus 2.00% per annum.
(e)    Interest shall be due and payable by each Borrower with respect to Loans made to such Borrower in arrears on each Interest Payment Date; provided that (i) interest accruing pursuant to Section 2.15(d) shall be due and payable upon demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Revolving Loans that is a Canadian Prime Rate Loan or a Base Rate Loan prior to the end of the Revolving Commitment Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
(f)    All computations of interest for Base Rate Loans determined by reference to the “Prime Rate” and for Canadian Prime Rate Loans determined by reference to clause (a) of the definition thereof, as well as for all UK Revolving Loans denominated in Sterling, shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan or L/C Borrowing for the day on which the Loan or L/C Borrowing is made, and shall not accrue on a Loan or L/C Borrowing, or any portion thereof, for the day on which the Loan or L/C Borrowing, or such portion thereof, is paid; provided that any Loan or L/C Borrowing that is repaid on the same day on which it is made shall bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(g)     For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day, 365-day or 366-day year, the yearly rate of interest to which the rate used

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in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360, 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.
(h)    Without limiting Section 9.18, if any provision of this Agreement would oblige the Canadian Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by that Lender of “interest” at a “criminal rate”.
(i)    In the event that any financial statements delivered under Section 5.01(a) or Section 5.01(b), or any Compliance Certificate delivered under Section 5.02(b), shall prove to have been materially inaccurate, and such inaccuracy shall have resulted in the payment of any interest or fees at rates lower than those that were in fact applicable for any period (based on the actual Consolidated Total Leverage Ratio), then, if such inaccuracy is discovered prior to the termination of the Commitments and the repayment in full of the principal of all Loans and the reduction of the L/C Obligations to zero, the Borrowers shall pay to the Administrative Agent, for distribution to the Lenders and the Issuing Banks (or former Lenders and Issuing Banks) as their interests may appear, the accrued interest or fees that should have been paid but were not paid as a result of such misstatement.
Section 2.16    Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to perform any of its obligations hereunder (including, in the case of an Issuing Bank, to issue or maintain any Letter of Credit) or to make, maintain or fund or charge interest with respect to any Credit Extension or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the US Borrower through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurocurrency Loans in the affected currency or currencies or, in the case of Eurocurrency Loans denominated in Dollars or Canadian Dollars, to convert Base Rate Loans or Canadian Prime Rate Loans to Eurocurrency Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans or Canadian Prime Rate Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate or the Canadian Prime Rate, as applicable, the interest rate on such Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to such Eurocurrency Rate component, in each case until such Lender notifies the Administrative Agent and the US Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (A) each Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), (1) with respect to Eurocurrency Loans that are denominated in Dollars, prepay or, if applicable and except in the case of Eurocurrency Loans made to the UK Borrower, convert all

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such Eurocurrency Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, (2) with respect to Eurocurrency Loans that are denominated in Canadian Dollars, prepay or, if applicable, convert all such Eurocurrency Loans of such Lender to Canadian Prime Rate Loans (the interest rate on which Canadian Prime Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Canadian Prime Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans and (3) with respect to Eurocurrency Loans denominated in Euros or Sterling (as well as Eurocurrency Loans made to the UK Borrower that is denominated in Dollars), prepay all such Loans of such Lender, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans, (x) to the extent applicable to an Issuing Bank, each Borrower will Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit issued to such Borrower to the extent not otherwise Cash Collateralized, (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate or Canadian Prime Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate and (z) each Borrower shall take all other reasonable actions requested by such Lender to mitigate or avoid such illegality. Upon any such prepayment or conversion, each Borrower shall also pay accrued interest on the amount so prepaid or converted.
Section 2.17    Inability to Determine Interest Rate. If, in connection with any request for a Eurocurrency Loan of any Class or a conversion to or continuation thereof, (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Loan, or (ii) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Loan (whether in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or (b) the Administrative Agent determines (or is advised by the Required Class Lenders of the applicable Class) that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Loan, then the Administrative Agent will promptly so notify the relevant Borrower and each Lender of such Class. Thereafter, (x) the obligation of the Lenders of such Class to make or maintain Eurocurrency Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate or the Canadian Prime Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate or the Canadian Prime Rate, as the case may be, shall be

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suspended, in each case until the Administrative Agent revokes such notice. Upon receipt of such notice, the relevant Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurocurrency Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request with respect to Eurocurrency Loans made or to be made to (A) the US Borrower or the Canadian Borrower and denominated in Dollars, into a request for Base Rate Loans in the amount specified therein; (B) the Canadian Borrower and denominated in Canadian Dollars, into a request for Canadian Prime Rate Loans in the amount specified therein; and (C) any Borrower and denominated in Euros or Sterling or to the UK Borrower and denominated in Dollars, into a request for Loans bearing interest at such rate as the applicable Lenders and the applicable Borrower may agree adequately reflects the costs to such Lenders of making or maintaining their Loans (or, in the absence of such agreement, shall be repaid as of the last day of the current Interest Period applicable thereto).
Section 2.18    Payments Generally; Administrative Agent’s Clawback.
(a)    General. All payments to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. All payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Persons to which such payment is owed, at the Payment Office, in Dollars and in immediately available funds prior to 12:00 p.m. (Local Time) on the date specified herein; provided, however, that, except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans and L/C Borrowings denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Persons to which such payment is owed, at the applicable Payment Office in such Alternative Currency and in immediately available funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein; provided further, however, that payments pursuant to other Loan Documents shall be made to the Persons specified therein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any applicable law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Any payment made by a Borrower hereunder that is received by the Administrative Agent (i) after 12:00 p.m. (Local Time), in the case of payments required to be made in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments required to be made in an Alternative Currency, in either case, on any Business Day shall be deemed to have been received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. The Administrative Agent shall distribute such payments to the Lenders by wire transfer promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurocurrency Loans) becomes due and payable 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 be reflected in computing interest or fees, as the case may be. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

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In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.
(b)    Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the relevant Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the relevant Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the relevant Borrower, the interest rate applicable to Base Rate Loans. If the relevant Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the relevant Borrower the amount of such interest paid by the relevant Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(c)    Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that the relevant Borrower will not make such payment, the Administrative Agent may assume that the relevant Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the relevant Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
(d)    Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 9.05(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 9.05(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other

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Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.05(c).
(e)    Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. Each Lender, at its option, may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement.
(f)    Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.
Section 2.19    Increased Costs; Capital Adequacy.
(a)    If any Change in Law shall:
(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any Issuing Bank;
(ii)    subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its Loans, Loan principal, Letters of Credit, Commitments or other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii)    impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall be to materially increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, from time to time upon the request of such Lender, Issuing Bank or other Recipient, the relevant Borrower will pay to such Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. If any Lender or Issuing Bank becomes entitled to claim any additional amounts

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pursuant to this Section 2.19, it shall promptly notify the relevant Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.
(b)    If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements, has had or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy or liquidity), then from time to time after submission by such Lender or Issuing Bank to the relevant Borrower (with a copy to the Administrative Agent) of a written request therefor the relevant Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.
(c)    A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in Section 2.19(a) or Section 2.19(b) and delivered to the relevant Borrower (with a copy to the Administrative Agent), shall be conclusive absent manifest error. The relevant Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.
(d)    Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 2.19 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the relevant Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 2.19 for any increased costs incurred or reductions suffered more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the relevant Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof).
(e)    The obligations of each Borrower pursuant to this Section 2.19 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
Section 2.20    Taxes.
(a)    Defined Terms. For purposes of this Section 2.20, the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.

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(b)    Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(c)    Exclusion to Tax Gross-Up. A payment shall not be increased under paragraph (b) above by reason of a UK Tax Deduction, if on the date on which the payment falls due:
(i)    the payment could have been made to the relevant Lender without a UK Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or published concession of any relevant taxing authority;
(ii)    the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender and (A) an officer of HMRC has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA 2007 which relates to the payment and that Lender has received from the UK Borrower a certified copy of that Direction and (B) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made,
(iii)    the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender and (A) the relevant Lender has not given a UK Tax Confirmation to the UK Borrower and (B) the payment could have been made to the relevant Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the UK Borrower, on the basis that the UK Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA 2007; or
(iv)    the relevant Lender is a UK Treaty Lender and the UK Borrower making the payment (or a Loan Party making a payment on account of an obligation of the UK Borrower) is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under Section 2.20(j)(i), (ii) or (iii) below, as applicable.

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(d)    Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(e)    Indemnification by the Loan Parties. The UK Borrower, the Canadian Borrower and each of the Foreign Subsidiary Guarantors (with respect to the Obligations of the UK Borrower and the Canadian Borrower), and the US Borrower and each of the Domestic Subsidiary Guarantors (with respect to the Obligations of each of the Borrowers), shall, in each case, indemnify each Recipient, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that this Section 2.20(e) shall not apply to the extent such Taxes are compensated for by an increased payment under Section 2.20(b) or would have been compensated for by an increased payment under Section 2.20(b) but were not so compensated solely because one of the exclusions set forth in Section 2.20(c) applied. A certificate as to the amount of such payment or liability (together with a reasonable explanation thereof) delivered to the US Borrower by a Lender or Agent (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or Agent, shall be conclusive absent manifest error.
(f)    Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.06(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(f).
(g)    Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.20, such Loan Party shall deliver to the Administrative Agent (A) where that payment is in connection with a UK Tax Deduction, a statement under section 975 of the ITA 2007 or other evidence reasonably satisfactory to such Recipient that the UK Tax Deduction has been made or (as applicable) any appropriate payment paid to HMRC, or (B) in any other case, the original or a certified copy of a receipt issued

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by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(h)    Status of Lenders.(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement or any other Loan Document (other than a UK Treaty Lender with respect to any UK Tax Deduction imposed on payments made by the UK Borrower, as to which, see paragraph (j) below) shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by a Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by a Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by a Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by a Borrower or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.20(h)(ii)(A), Section 2.20(h)(ii)(B) and Section 2.20(h)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii)    Without limiting the generality of the foregoing,
(A)    any Lender that is a US Person shall deliver to the US Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the US Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from US federal backup withholding tax;
(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the US Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the US Borrower or the Administrative Agent), whichever of the following is applicable:
(1)    in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, US federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, US federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

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(2)    executed originals of IRS Form W-8ECI or W-8EXP;
(3)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the US Borrower within the meaning of Section 881(c)(3)(B) of the Code or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “US Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or
(4)    to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a US Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W-9 and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a US Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner;
(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the US Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the US Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in US federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the US Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D)    if a payment made to a Recipient under any Loan Document would be subject to withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to the US Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the US Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the US Borrower or the Administrative Agent as may be necessary for each Loan Party and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.20(h)(ii)(D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the US Borrower and the Administrative Agent in writing of its legal inability to do so.
(i)    JPMorgan Chase Bank, N.A., as the Administrative Agent, and any successor or supplemental Administrative Agent shall deliver to the US Borrower, on or prior to the date on which it becomes the Administrative Agent under this Agreement, a duly completed and executed IRS Form W-9.
(j)    Additional United Kingdom Withholding Tax Matters.
(i)    Subject to paragraph (ii) below, each UK Treaty Lender and the UK Borrower which makes a payment to which that UK Treaty Lender is entitled (or any Loan Party making a payment to that UK Treaty Lender on account of an obligation of the UK Borrower) shall cooperate in completing any procedural formalities necessary for that UK Borrower (or any Loan Party making a payment to that UK Treaty Lender on account of an obligation of the UK Borrower) to obtain authorization to make such payment without a UK Tax Deduction.
(ii)    
(A)    A UK Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport Scheme and wishes such scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Annex B-2; and
(B)    a UK Treaty Lender which becomes a Lender hereunder after the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport Scheme and wishes such scheme to apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence in the Assignment and Assumption or otherwise in writing to the UK Borrower within 15 days of it become a party to this Agreement,
and having done so, such UK Treaty Lender shall be under no obligation pursuant to paragraph (j)(i) above.
(iii)    If a UK Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (j)(ii) above and:
(A)    the UK Borrower has not made a Borrower DTTP Filing in respect of that Lender; or
(B)    the UK Borrower has made a Borrower DTTP Filing in respect of that Lender but:

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(X)    such Borrower DTTP Filing has been rejected by HMRC; or
(Y)    HMRC has not given the UK Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing,
and in each case, the UK Borrower has notified that UK Treaty Lender in writing of either (A) or (B) above, then such UK Treaty Lender and the UK Borrower shall co-operate in completing any additional procedural formalities necessary for the UK Borrower to obtain authorization to make that payment without a UK Tax Deduction.
(iv)    If a UK Treaty Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (i)(ii) above, the UK Borrower shall not make a Borrower DTTP Filing or file any other form relating to the HM Revenue & Custom DT Treaty Passport Scheme in respect of that UK Treaty Lender's Commitment(s) or its participation in any Loan unless the UK Treaty Lender otherwise agrees.
(v)    The UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative Agent for delivery to the relevant UK Treaty Lender.
(vi)    A UK Non-Bank Lender shall promptly notify the UK Borrower and the Administrative Agent if there is any change in the position from that set out in the UK Tax Confirmation.
(vii)    Lender Status Confirmation. Each Revolving Lender which becomes a party to this Agreement after the date of this Agreement shall indicate in the relevant Assignment and Assumption which it executes on becoming a party (or in such other documentation which it executes on becoming a “Lender”), and for the benefit of the Administrative Agent and without liability to any Loan Party, which of the following categories it falls in: (i) not a UK Qualifying Lender; (ii) a UK Qualifying Lender (other than a UK Treaty Lender); or (iii) a UK Treaty Lender. If such Lender fails to indicate its status in accordance with this paragraph (vii) then such Lender shall be treated for the purposes of this Agreement (including by each Loan Party) as if it is not a UK Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall inform the UK Borrower). For the avoidance of doubt, an Assignment and Assumption shall not be invalidated by any failure of a Lender to comply with this paragraph (vii).
(viii)    The UK Borrower shall promptly upon becoming aware that it must make a UK Tax Deduction (or that there is any change in the rate or the basis of a UK Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Revolving Lender shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Revolving Lender. If the Administrative Agent receives such notification from a Revolving Lender it shall notify the UK Borrower

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(k)    Treatment of Certain Refunds. If any party determines in its sole discretion exercised in good faith, that it has received a refund (for this purpose, including credits in lieu of a refund) of any Taxes as to which it has been indemnified by a Loan Party pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.20 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund net of any Taxes payable in respect of such interest). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.20(j)(vii) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.20(j)(vii) in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.20(j)(vii) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.20(j)(vii) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
(l)    Survival. Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
Section 2.21    Breakage Payments. In the event of (a) default by any Borrower in making a borrowing of, conversion into or continuation of Loans after the relevant Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by any Borrower in making any prepayment after the relevant Borrower has given a notice thereof in accordance with the provisions of this Agreement (which notice has not been revoked in accordance with the provisions of this Agreement), (c) the making of a prepayment or conversion of Eurocurrency Loans on a day that is not the last day of an Interest Period with respect thereto (including as a result of an Event of Default) or (d) the assignment of any Eurocurrency Loan on a day that is not the last day of an Interest Period applicable thereto as a result of a request by any Borrower pursuant to Section 2.25, then, in any such event, the relevant Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan (but not including the Applicable Margin), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such

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period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurodollar market. A certificate as to any amounts payable pursuant to this Section 2.21 submitted to the relevant Borrower (with a copy to the Administrative Agent) by any Lender shall be conclusive in the absence of manifest error. Each Borrower shall pay such Lender the amount shown as due on any such certificate within three Business Days after receipt thereof. This Section 2.21 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
Section 2.22    Pro Rata Treatment.
(a)    Each Borrowing of Term Loans of a given Class by the US Borrower and any reduction of the Term Loan Commitments of a given Class shall be allocated pro rata as among the Lenders of such Class in accordance with their respective Term Loan Commitments with respect to such Class. Each Borrowing of Revolving Loans by a Borrower, each payment by a Borrower on account of any Commitment Fee or any Letter of Credit Fee and any reduction of the Revolving Commitments of the Lenders shall be allocated pro rata as among the various Classes of Revolving Commitments and as among the Lenders of each Class of Revolving Commitments in accordance with their respective Revolving Commitments with respect to such Class and with respect to such Borrower (or, if such Revolving Commitments shall have expired or been terminated, in accordance with the Revolving Commitments as in effect immediately prior to such expiration or termination).
(b)    Each repayment by the US Borrower in respect of principal or interest on the Term Loans and each payment in respect of fees or expenses payable hereunder shall be applied to the amounts of such obligations owing to the Lenders entitled thereto pro rata in accordance with the respective amounts then due and owing to such Lenders. Each voluntary prepayment by the US Borrower of a Borrowing under a Class of Term Loans shall be applied to the amounts of such obligations owing to the Term Lenders of such Class pro rata in accordance with the respective amounts then due and owing to the Term Lenders of such Class (unless such payment is made in accordance with Section 9.06(g), in which case it shall be made in accordance with such Section). Each mandatory prepayment by the US Borrower of a Borrowing of Term Loans shall be applied pro rata in accordance with the respective principal amounts of the outstanding Term Loans of all Classes then held by the Term Lenders (unless a given Class of Term Loans has elected to receive a lesser allocation). Each payment (including each prepayment) by a Borrower in respect of principal or interest on the Revolving Loans shall be made pro rata in accordance with the respective principal amounts of the outstanding Revolving Loans that were made to such Borrower then held by the Revolving Lenders. Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the Issuing Bank that issued such Letter of Credit subject to Section 2.07(e).
(c)    The application of any payment of Loans under any Credit Facility shall be made, first, to Base Rate Loans and Canadian Prime Rate Loans under such Credit Facility and, second, to Eurocurrency Loans under such Credit Facility. Each payment of the Loans (except for

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any payment of Revolving Loans that are Base Rate Loans that does not result in Payment in Full) shall be accompanied by accrued interest to the date of such payment on the amount paid.
Section 2.23    Cash Collateral.
(a)    Defaulting Lender. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent), the US Borrower shall Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.24(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.
(b)    Grant of Security Interest. The US Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Banks, and agrees to maintain, a first-priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of L/C Obligations, to be applied pursuant to Section 2.23(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the US Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).
(c)    Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.23 or Section 2.24 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.
(d)    Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.23 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and each Issuing Bank that there exists excess Cash Collateral; provided that, subject to Section 2.24, the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.
Section 2.24    Defaulting Lenders.
(a)    Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

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(i)    Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.01(a) and the definitions of “Required Lenders” and “Required Class Lenders”.
(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7.02 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.07 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or any Swing Line Lender hereunder; third, to Cash Collateralize each Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.23; fourth, as the relevant Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the relevant Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize each Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.23; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or any Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the relevant Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all Non-Defaulting Lenders of the same Class as such Defaulting Lender on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable Credit Facility without giving effect to Section 2.24(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section

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2.24(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(iii)    Certain Fees.
(A)    No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).
(B)    Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.23.
(C)    With respect to any Commitment Fee or Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to Section 2.24(a)(iii)(A) or Section 2.24(a)(iii)(B) above, the US Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to Section 2.24(a)(iv), (y) pay to each Issuing Bank and each Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.
(iv)    Reallocation of Participations to Reduce Fronting Exposure. So long as no Event of Default has occurred and is continuing, all or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders of the same Class as such Defaulting Lender in accordance with their respective Revolving Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
(v)    Cash Collateral; Repayment of Swing Line Loans. If the reallocation described in Section 2.24(a)(iv) cannot, or can only partially, be effected, the US Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the Issuing Banks’ Fronting Exposure in accordance with the procedures set forth in Section 2.23.

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(b)    Defaulting Lender Cure. If the US Borrower, the Administrative Agent, each Swing Line Lender and each Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable Credit Facility (without giving effect to Section 2.24(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of a Borrower while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
(c)    New Swing Line Loans and Letters of Credit. So long as any Lender is a Defaulting Lender, (i) no Swing Line Lender shall be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan and (ii) no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto. In addition, in the event that (x) any direct or indirect parent of a Revolving Lender has become the subject of a proceeding under any Debtor Relief Law or of a Bail-In Action following the date hereof and for so long as such proceeding or Bail-In Action shall continue or (y) any Swing Line Lender or Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, such Swing Line Lender shall not be required to fund any Swing Line Loan, and such Issuing Bank shall not be required to issue, amend, renew or extend any Letter of Credit, unless such Swing Line Lender or such Issuing Bank, as the case may be, shall have entered into arrangements with the US Borrower or the applicable Revolving Lender satisfactory to such Swing Line Lender or such Issuing Bank, as the case may be, to defease any risk to it in respect of such Revolving Lender hereunder.
Section 2.25    Mitigation Obligations; Replacement of Lenders.
(a)    Designation of a Different Lending Office. If any Lender requests compensation under Section 2.19, or requires any Borrower to pay any Indemnified Taxes or additional amounts to any Recipient or any Governmental Authority for the account of any Lender pursuant to Section 2.20, then such Lender shall (at the request of the relevant Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.19 or Section 2.20, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The relevant Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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(b)    Replacement of Lenders. If any Lender requests compensation under Section 2.19, or if a Borrower is required to pay any Indemnified Taxes or additional amounts to any Recipient or any Governmental Authority for the account of any Lender pursuant to Section 2.20 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.25(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the relevant Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.19 or Section 2.20) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that each Lender hereby grants to the Borrowers an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment in full of such Lender’s interests hereunder and the relevant Borrower shall notify the Administrative Agent in advance of any exercise of such power of attorney; provided, further, that:
(i)    the relevant Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.06;
(ii)    such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Borrowings and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.21) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the US Borrower (in the case of all other amounts);
(iii)    in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment will result in a reduction in such compensation or payments thereafter;
(iv)    such assignment does not conflict with applicable law; and
(v)    in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling a Borrower to require such assignment and delegation cease to apply.
(c)    Termination of Defaulting Lenders. The US Borrower may terminate the unused amount of the Commitment of any Revolving Lender that is a Defaulting Lender upon not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.24(a)(ii) will apply to all amounts thereafter paid by the relevant Borrower for the account of such Defaulting Lender under this

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Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of any claim any Borrower, the Administrative Agent, any Issuing Bank, any Swing Line Lender or any Lender may have against such Defaulting Lender.
Section 2.26    Incremental Credit Extensions.
(a)    Incremental Commitments. The US Borrower may at any time or from time to time after the Closing Date (but prior to the Latest Maturity Date), by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) (an “Incremental Loan Request”), request (i) the establishment of one or more new term loan commitments, which may be in the same Credit Facility as any outstanding Term Loans of an existing Class of Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or (ii) one or more increases in the amount of the Revolving Commitments of an existing Class of Revolving Commitments (a “Revolving Commitment Increase”) or the establishment of one or more new revolving commitments (any such new revolving commitments, collectively with any Revolving Commitment Increases, the “Incremental Revolving Commitments”; the Incremental Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”) in an aggregate principal amount not to exceed, as of any date of determination, the sum of (A) $300,000,000 less the aggregate principal amount of Incremental Equivalent Indebtedness incurred pursuant to clause (A) of Section 6.01(r) at or prior to such time, plus (B) the aggregate amount of voluntary prepayments of Term Loans made pursuant to Section 2.10(a) and prepayments of Revolving Loans made in connection with a permanent repayment and termination of corresponding Revolving Commitments prior to such time (in each case, other than any such voluntary prepayments made with the proceeds of Indebtedness), less the aggregate principal amount of Incremental Equivalent Indebtedness incurred pursuant to clause (B) of Section 6.01(r) at or prior to such time, plus (C) additional amounts so long as the Consolidated First Lien Leverage Ratio, determined on a pro forma basis as of the last day of the most recently ended Test Period, as if any Incremental Term Loans or Incremental Revolving Loans, as applicable, available under such Incremental Commitments had been outstanding on the last day of such period (but without giving effect to any amount incurred simultaneously under the immediately preceding clauses (A) and (B)), and, in each case, with respect to any Incremental Revolving Commitment, assuming a borrowing of the maximum amount of Loans available thereunder , does not exceed 2.50:1.00; provided that, to the extent the proceeds of any Incremental Term Loans or Incremental Term Commitments are intended to be applied to finance a Limited Condition Acquisition, the Consolidated First Lien Leverage Ratio shall be tested in accordance with Section 1.08(c). Notwithstanding anything herein to the contrary, no Incremental Amendment shall increase the Dollar Equivalent of the aggregate principal amount of the Revolving Loans that may be made to (1) the Canadian Borrower to an amount in excess of $40,000,000 and (2) the UK Borrower to an amount in excess of $10,000,000, unless the nominal principal amount of the Goderich Mine Mortgage is increased by an amount equal to such Dollar Equivalent increase plus 20% of such Dollar Equivalent increase.

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(b)    Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving commitments or new term loan commitments made on an Incremental Facility Closing Date shall be designated for all purposes of this Agreement as either (x) a new Class of Incremental Commitments or (b) an increase to an existing Class of Commitments. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected through the establishment of one or more new term loan commitments (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.26, (i) each Incremental Term Lender of such Class shall make a Loan to the US Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Commitments of any Class are effected through the establishment of one or more new revolving commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.26, (i) each Incremental Revolving Lender of such Class shall make its Incremental Revolving Commitment available to the US Borrower (when borrowed, an “Incremental Revolving Loan” and, collectively with any Incremental Term Loan, an “Incremental Loan”) in an amount equal to its Incremental Revolving Commitment of such Class and (ii) each Incremental Revolving Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Commitment of such Class and the Incremental Revolving Loans of such Class made pursuant thereto. Notwithstanding the foregoing, any Incremental Loans may only be treated as part of the same Class as any other Loans if such Incremental Loans are fungible for United States federal income tax purposes with such other Loans.
(c)    Incremental Loan Request. Each Incremental Loan Request from the US Borrower pursuant to this Section 2.26 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Commitments. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment, nor will the US Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such Incremental Commitment, an “Incremental Revolving Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that the Administrative Agent, each Swing Line Lender and each Issuing Bank shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent such consent, if any, would be required under Section 9.06(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Lender or Additional Lender.
(d)    Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions:

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(i)    subject to Section 1.08(c), (x) if the proceeds of such Incremental Commitments are being used to finance a Limited Condition Acquisition, no Event of Default under Section 7.01(a), Section 7.01(f) or Section 7.01(g) shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments;
(ii)    subject to Section 1.08(c), after giving effect to such Incremental Commitments, the conditions of Section 4.02(a) shall be satisfied (it being understood that all references to “such date” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment); provided that, if the proceeds of any Incremental Term Commitments are being used to finance a Limited Condition Acquisition, (x) the reference in Section 4.02(a) to the accuracy of the representations and warranties shall refer to the accuracy of (1) the representations and warranties that would constitute customary “specified representations” and (2) the representations and warranties in the relevant acquisition agreement governing such Limited Condition Acquisition the breach of which would permit the buyer to terminate its obligations thereunder or decline to consummate such Limited Condition Acquisition and (y) the reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in relevant acquisition agreement governing such Limited Condition Acquisition;
(iii)    after giving pro forma effect to the applicable Incremental Amendment and the Incremental Commitments and Incremental Loans thereunder (including the use of proceeds thereof), the US Borrower shall be in pro forma compliance with the covenants set forth in Section 6.13, recomputed as of the last day of the most recently ended Test Period (it being understood that if no Test Period cited in Section 6.13 has passed, the covenants in Section 6.13 for the first Test Period cited in Section 6.13 shall be satisfied as of the last day of the most recently ended four-fiscal-quarter period ended on or prior to such designation), in each case, (x) with respect to any Incremental Revolving Commitment, assuming a borrowing of the maximum amount of Loans available thereunder, and (y) without netting the cash proceeds of any such Incremental Loans;
(iv)    each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $5,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.26(a)) and each Incremental Revolving Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $5,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.26(a));
(v)    to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (A) customary legal opinions addressed to the Administrative Agent and the Lenders, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting

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from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements, as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of the Foreign Guarantee Agreement, the Brazilian Foreign Guarantee Agreement and the Security Documents and the perfection and priority of the Liens under the Security Documents are preserved and maintained; and
(vi)    such other conditions as the US Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent shall agree.
(e)    Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class shall be as agreed between the US Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans or Revolving Commitments, as applicable, existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (provided that (x) the terms of any Incremental Term Loans and Incremental Term Commitments established pursuant to a Term Loan Increase shall be identical to the terms of the Term Loans of the applicable Class being so increased and (y) the terms of any Incremental Revolving Loans and Incremental Revolving Commitments established pursuant to a Revolving Commitment Increase shall be identical to the terms of the Revolving Loans and Revolving Commitments of the applicable Class being so increased). In any event:
(i)    the Incremental Term Loans:
(A)    shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans;
(B)    shall not mature earlier than the Latest Maturity Date of any Loans or Commitments outstanding at the time of incurrence of such Incremental Term Loans;
(C)    shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans;
(D)    subject to Section 2.26(e)(i)(B) and Section 2.26(e)(i)(C) above and Section 2.26(e)(iii) below, shall have an applicable rate and amortization determined by the US Borrower and the applicable Incremental Term Lenders; and
(E)    may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment;
(ii)    the Incremental Revolving Commitments and Incremental Revolving Loans shall be identical to the Revolving Commitments and the Revolving Loans, other

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than as to their Maturity Date and as set forth in this Section 2.26(e)(ii); provided that, notwithstanding anything to the contrary in this Section 2.26 or otherwise:
(A)    any such Incremental Revolving Commitments or Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans;
(B)    any such Incremental Revolving Commitments or Incremental Revolving Loans shall not mature earlier than the Latest Maturity Date of any Loans or Commitments outstanding at the time of incurrence of such Incremental Revolving Commitments;