第1号执行版本修正案本修正案第1号(本《协议》)于2023年5月3日由STERIS PLC(根据爱尔兰法律成立的公共有限公司)、STERIS Limited(根据英格兰和威尔士法律成立的私人有限公司)、STERIS Corporation、俄亥俄州的一家公司(STERIS Corporation)、STERIS爱尔兰金融有限公司、根据爱尔兰法律成立的上市无限公司(STERIS爱尔兰FinCo)、以及STERIS plc、STERIS Limited和STERIS Corporation签订每个都是借款人)，摩根大通银行，N.A.，作为行政代理(以该身份，“行政代理”)和每个实体作为贷款方(定义如下)。摘要鉴于借款人、不时的担保人、不时的贷款人(“贷款人”)和行政代理是截至2021年3月19日的定期贷款协议(在本协议日期前不时修订、修改、延长、重述、替换或补充的“信贷协议”和经本协议修订的“经修订的信贷协议”)的一方；鉴于信贷协议项下的若干贷款(“贷款”)产生或获准产生利息、手续费或其他金额，利息、费用或其他金额基于洲际交易所基准管理机构根据信贷协议的条款管理的伦敦银行间同业拆借利率；而根据第9节的规定。因此，现在，考虑到本协议所载的前提和相互契诺，并为了其他良好和有价值的代价，本协议各方同意如下：1.界定的术语。此处使用但未另有定义的大写术语应具有经修订的信贷协议中为此类术语提供的含义。2.对信贷协议的修订。(A)现对《信贷协议》进行修改，以删除删节文本(以与以下实例相同的方式在文本上表示：删节文本)，并增加双下划线文本(以与以下示例相同的方式在文本上表示：双下划线文本)，如本合同附件A所示。(B)在修订生效日期，现修订信贷协议附表二，将行政代理的通知信息替换为：摩根大通银行，N.A.131 S迪尔伯恩街，伊利诺伊州芝加哥04楼，60603-5506 2注意：贷款和代理服务电子邮件：jpm.agency.cri@jpmgan.com代理预扣税查询：电子邮件：Agency。Ax.reporting@jpmgan.com Agency Compliance/Financials/Intralinks：电子邮件：covenant.Compliance@jpmchee.com 3.先决条件。本协议的有效性取决于下列各项条件的满足(所有这些条件的满足日期，“修订生效日期”)：(A)行政代理(或其律师)应在本协议生效之日从每一借款人、每一担保人、每一行政代理和每一贷款人那里收到代表该当事各方签署的本协议副本(可包括通过传真或其他电子传输方式(例如，“pdf”)交付本协议的经签署的签名页)。(B)行政代理应在修订生效日期或之前收到根据修订信贷协议须由借款人偿还的所有费用的付款，且发票已在修订生效日期前至少两(2)个工作日提交给借款人(包括向行政代理支付所有合理和有据可查的律师费用)。4.申述及保证。贷款当事人向行政代理声明并保证，自修订生效之日起。5.重申；对贷款文件的引用和效力。(A)自修订生效日期起及之后，除文意另有所指外，信贷协议内凡提及“本协议”、“本协议”或类似含义的词语，以及其他贷款文件中提及的“信贷协议”、“其下”、“其”或类似含义的词语，均指经修订信贷协议。本协议是一份贷款文件。
3(B)贷款文件和借款人在贷款文件下的义务现予批准和确认，并应根据其条款保持完全效力和效力。(C)每一贷款方(I)承认并同意本协议的所有条款和条件，(Ii)确认其在贷款文件下的所有义务，(Iii)同意本协议和所有与本协议相关的文件不起到通知或履行其在贷款文件下的义务的作用。(D)除本协议明确规定外，本协议的执行、交付和效力不应视为放弃任何贷款人或行政代理在任何贷款文件下的任何权利、权力或补救措施，也不构成对任何贷款文件任何规定的放弃。(E)如果本协议的条款与信贷协议或其他贷款文件的条款有任何冲突，应以本协议的条款为准。6.适用法律；司法管辖权；同意送达法律程序文件；放弃陪审团审讯等(A)本协定应按照纽约州的法律解释并受其管辖，而不考虑该协定的法律冲突原则，只要该等原则会导致适用另一州的法律。(B)本合同各方在此同意信贷协议第9.15条所述的内容，如同该条已在本协议中详细说明一样。7.修订；标题；可分割性。除非根据行政代理签署的书面文件，否则不得修改本协议，也不得放弃本协议的任何规定。此处使用的章节标题仅供参考，不是本协议的一部分，不影响本协议的解释或在解释本协议时予以考虑。本协议的任何条款在任何司法管辖区被认定为无效、非法或不可执行，在该司法管辖区内，在该无效、非法或不可执行性范围内无效，而不影响本协议其余条款的有效性、合法性和可执行性，并且特定条款在特定司法管辖区的无效不应使该条款在任何其他司法管辖区失效。双方应努力通过善意谈判，将无效、非法或不可执行的规定替换为经济效果与无效、非法或不可执行的规定尽可能接近的有效规定。8.对应方的执行。本协议可一式两份签署，每份副本应视为正本，但所有副本一起构成同一份文书。通过传真、电子邮件PDF或任何其他电子方式交付本协议签署页的已签署副本，以复制实际已执行签名页的图像，应与交付手动签署的本协议副本一样有效。在与本协议和本协议拟进行的交易相关的任何文件中或与本协议相关的任何文件中或与本协议和本协议所拟进行的交易有关的词语中，“签立”、“签署”、“签署”、“交付”和“交付”一词应被视为包括电子签名、交付或以电子形式保存记录，在任何适用法律(包括《联邦全球和国家商业法》)所规定的范围和范围内，每一项都应与手动签署、实际交付或使用纸质记录保存系统具有相同的法律效力、有效性或可执行性。《纽约州电子签名和记录法案》，或基于《统一电子交易法案》的任何其他类似的州法律；但本条例的任何规定均不得要求行政机关在未经其事先书面同意的情况下接受任何形式或格式的电子签名。9.通知。本合同项下的所有通知应按照信贷协议第9.02节的规定发出。10.某些现有的伦敦银行同业拆息借款。为免生疑问及即使经修订信贷协议有任何相反规定，在任何情况下，根据信贷协议的条款(在本修订生效前)，在信贷协议下未偿还的欧洲货币利率垫款可继续未偿还，直至修订生效日期生效的适用利息期的最后一天为止，而该等欧洲货币利率垫款随后可于该利息期的最后一天转换为定期基准垫款(定义见经修订信贷协议)。[故意将页面的其余部分留空]
[第1号修正案的签名页]本协议的每一方均已使本协议的副本在上文第一次写明的日期正式签署和交付。借款人和担保人：/S/迈克尔·J.托基奇姓名：高级副总裁兼首席财务官斯特里斯有限公司，借款人和担保人：/S/迈克尔·J.托基奇名称：董事作为借款人和担保人/S/迈克尔·J·托基奇姓名：迈克尔·J·托基奇名称：高级副总裁和首席财务官斯特里斯爱尔兰金融有限公司，借款人和担保人：S/迈克尔·J·托维奇姓名：迈克尔·J·托维奇标题：董事[第1号修正案的签名页]姓名：爱德华多·洛佩兹·佩罗名称：爱德华多·洛佩兹·佩罗标题：副总裁
[第1号修正案的签名页]姓名：H.希望沃克姓名：H.希望沃克标题：高级副总裁PNC银行作为贷款人：S/约瑟夫·G·莫兰姓名：约瑟夫·G·莫兰标题：高级副总裁
3.花旗银行作为贷款人：/S/Ciok姓名：Kevin Ciok标题：副总裁三井住友银行，作为贷款人：/S/辛迪·辉姓名：Cindy Hwee标题：董事
美国银行全国协会作为贷款人：/S/汤姆·普利德曼姓名：汤姆·普利德曼姓名：高级副总裁德勤资本有限责任公司作为贷款人：/S/克里斯蒂·Li姓名：克里斯蒂·Li标题：高级副总裁作者：/S/达尼娅·希内迪姓名：达尼亚·希内迪
关键银行全国协会作为贷款人：S/Alyssa Suckow姓名：Alyssa Suckow标题：副总裁汇丰银行美国，N.A.作为贷款人：S/安德鲁·赖斯姓名：安德鲁·赖斯标题：副总裁
[第1号修正案的签名页]Svenska Handelsbanken AB(Publ)，纽约分行，作为贷款人：/S/马克·埃米特姓名：马克·埃米特标题：副总裁作者：S/南希·德阿尔伯特姓名：南希·德阿尔伯特标题：副总裁第五第三银行，全国银行协会，作为贷款人/S/纳撒尼尔·E·谢尔姓名：纳撒尼尔·E·谢尔标题：管理董事
[第1号修正案的签名页]多伦多道明银行纽约分行作为贷款人：S/Mike姓名：Mike姓名：授权签字人富国银行，N.A.作为贷款人：/S/安德里亚S姓名：安德里亚S陈
[第1号修正案的签名页]贷款人：北方信托公司作者：S/安德鲁·D·霍尔茨姓名：安德鲁·D·霍尔茨[第1号修正案的签名页]亨廷顿国家银行作为贷款人：S/K·安德鲁·提贝里-华纳姓名：K·安德鲁·提贝里-华纳标题：副总裁
附件A执行版本执行版本附件A第1号修正案执行版本附件A截至2021年3月19日，STERIS PLC作为借款人，STERIS Limited作为借款人，STERIS Corporation作为借款人，STERIS爱尔兰金融有限公司作为借款人，STERIS爱尔兰金融有限公司作为借款人，各种金融机构作为贷款人，摩根大通大通银行作为行政代理，花旗银行，N.A.和PNC Capital Markets LLC作为辛迪加代理桑坦德银行和三井住友银行作为共同文件代理美国银行全国协会、DNB Capital LLC和KeyBank National Association作为高级管理代理JPMorgan Chase Bank，N.A.，BofA Securities，Inc.，Citibank，N.A.和PNC Capital Markets LLC，
2作为联合首席安排人和联合簿记管理人I目录第1页文章I定义和会计术语........................................................1第1.01节某些定义的术语...................................................................................1第1.02节时间段..................................................................的计算3837第1.03节会计术语....................................................................................第1.04节一般术语.......................................................................................3938第1.05条[已保留].................................................................................................3938第1.06节货币换算..............................................................................第3938条第1.07节.......................................................................................................39第1.08节利率；伦敦银行间同业拆借利率基准通知.....39第II条垫款的数额和条款......第2.01条提升..................................................................................................第2.02节预付款...............................................................................4140第2.03条[已保留].................................................................................................4241第2.04条[已保留].................................................................................................4241第2.05条[已保留].................................................................................................4241第2.06条费用...............................................................................................................42第2.07节终止或减少承诺.....................4342第2.08节垫款的偿还...........................................................................4443第2.09节垫款利息................................................................................4443第2.10节利率决定......................................................................4544第2.11节预付款............................................................的可选转换4847第2.12节可选预付预付款.........................................................4847第2.13节增加的成本.........................................................................................第4948条第2.14条非法....................................................................................................5049第2.15条付款和计算....................................................................第2.16条税项.............................................................................................................51第2.17节分享付款等.............................................................................60第2.18节收益的使用........................................................................................第2.19节债务证据......................................................................................6160第2.20条违约贷款人...................................................................................6261第2.21节缓解.................................................................................................第2.22节增值税..............................................................................................................63第III条生效和结束的条件......第3.01节生效日期...................................................之前的条件第3.02节截止日期......................................................之前的条件6665第四条陈述和保证.....................................................68第4.01节陈述和保证...................................................................68第五条公约.....................................................................................................7372
第二节第5.01节肯定公约.............................................................................第5.02条负面公约..................................................................................7877第5.03条金融契诺.................................................................................8483第5.04节在生效日期至截止日期之间对行政代理及贷款人的诉讼的限制.....................84第六条...................................................................................违约事件8584第6.01节默认......................................................................................事件第八十五条第七条代理人..................................................................................................8786第7.01节授权和操作.........................................................................8786第7.02节单独管理代理...............................................................87第7.03条行政代理人的职责；免责条文......8887第7.04节由管理代理...........................................................提供的可靠性8988第7.05条职责转授.....................................................................................89第7.06节行政代理...........................................................的辞职89第7.07节对行政代理和其他贷款人的不信赖；确认....................................................................................9190第7.08节其他代理.............................................................................................9291第7.09节ERISA的某些事项.................................................................................92第八条保证......................................................................................................93第8.01节担保.......................................................................................................93第8.02节无终止........................................................................................第8.03条担保人.........................................................................的豁免权9493第8.04条代位权...............................................................................................9493第8.05节免责辩护......................................................................................94第8.06节用尽其他不需要的补救措施..............................................95第8.07节加速停顿.....................................................................................95第8.08节释放担保..............................................................................9695第8.09节保证限制....................................................................................96第九条杂项..........................................................................................97969.01条修订等.....................................................................................9796第9.02条公告等...................................................................................................98第9.03条没有放弃；补救措施.............................................................................10099第9.04节费用和费用....................................................................................第9.05条抵销权............................................................................................第9.06节具有约束力的............................................................................................第9.07节作业和参与..................................................................第9.08节机密性............................................................................................107第9.09条[已保留]...................................................................................................第9.10节适用法律...........................................................................................第9.11节在对应..........................................................................中的执行第9.12条司法管辖权等..........................................................................................第109条第9.13条《爱国者法令公告》.......................................................................................第9.14节无咨询或受托责任...................................................110 III第9.15节放弃陪审团审判.............................................................................111110第9.16节货币兑换...........................................................................111第9.17条[已保留]...................................................................................................第9.18节承认和同意受影响金融机构的自救..................................................................................................111
附表一--承付款附表二--行政代理人办公室；通知的某些地址附表4.01(F)-法律诉讼附表5.01(I)-关联交易附表5.02(A)-留置权附表5.02(E)-附属债务附表A-借款通知书表格附件B-转让和承兑表格附件C-1-税务合格证书表格附件C-2-税务合格证书表格C-3-税务合格证书表格C-4-税务合格证书表格D-担保人加入协议格式本定期贷款协议(以下简称《协议》)日期为3月19日，2021是下列公司之一：STERIS plc，一家根据爱尔兰法律成立的上市有限公司(“STERIS plc”)，作为借款人和担保人；STERIS Limited，一家根据英格兰和威尔士法律成立的私人有限公司(前身为STERIS plc，一家根据英格兰和威尔士法律成立的上市有限公司)(“STERIS Limited”)，作为借款人和担保人；STERIS Corporation，一家俄亥俄州公司(“STERIS Corporation”)，作为借款人和担保人；STERIS爱尔兰金融有限公司，一家根据爱尔兰法律成立的上市无限公司(“STERIS爱尔兰FinCo”)，作为借款人和担保人，不时作为本协议当事人的其他担保人(定义如下)，作为本协议当事人的贷款人(定义如下)，以及作为贷款人的行政代理的摩根大通银行(连同根据第七条指定的任何继任者，包括贷款人的任何适用的指定附属公司(包括但不限于摩根大通股份公司)，即“行政代理”)。鉴于，STERIS plc打算根据日期为2021年1月12日的特定协议和合并计划，在STERIS plc、STERIS plc方的某些子公司、目标方和目标方的某些子公司之间(日期为2021年3月1日的协议和合并计划的特定修正案进行修订，并经日期为2021年3月1日的协议和合并计划的某些合并协议和计划修改)，直接或间接地收购特拉华州的Cantel医疗公司(目标)的全部股权。修改、补充或放弃《收购协议》)；鉴于借款人已要求贷款人提供初始本金为750,000,000美元的延迟提取定期贷款信贷安排，且贷款人愿意按本协议所载条款和条件这样做，所得款项将用于(A)为收购协议项下的部分现金购买价格提供资金，(B)为Target及其附属公司的某些现有债务进行再融资、预付、偿还、赎回、解除或抵销，(C)支付借款人或其任何附属公司因交易而产生的全部或部分成本及/或(D)作一般企业用途及营运资金需要。考虑到这一点，双方同意如下：第一条定义和会计术语第1.01节某些定义的术语。在本协议中使用的下列术语应具有以下含义(这些含义同样适用于所定义术语的单数和复数形式)：“承认方”具有第9.18节中规定的含义。
2“收购”一词的含义与本协议的独奏部分所载含义相同。“收购协议”具有本协议摘录中所阐述的含义。“调整后每日简单RFR”指就任何RFR预付款而言，相当于(A)每日简单RFR加(B)0.10%的年利率；但如果如此确定的调整后每日简单RFR将低于下限，则该利率应被视为本协定的下限。“调整后期限SOFR利率”是指，就任何利息期间的任何期限基准预付款而言，相当于(A)该利息期间的期限SOFR利率加上(B)0.10%的年利率；但如果如此确定的调整后期限SOFR利率将低于下限，则该利率应被视为本协议的下限。“行政代理”具有本协议各方陈述中规定的含义。“行政代理人办公室”是指行政代理人的地址和(如适用)附表II所列的帐户，或行政代理人可能不时通知借款人和贷款人的其他地址或帐户。“行政调查问卷”是指行政代理提供的形式的行政调查问卷。“预付款”是指根据第2.01节支付的预付款。“受影响的金融机构”指(A)任何欧洲经济区金融机构或(B)任何英国金融机构。就任何人而言，“附属公司”是指直接或间接控制、由该人控制或与该人共同控制的任何其他人。就本定义而言，术语“控制”(包括术语“控制”、“控制”和“受共同控制”)是指直接或间接拥有直接或间接地指导或导致指导该人的管理层和政策的权力，无论是通过拥有表决权股票、合同还是其他方式。“代理方”具有第9.02(C)节规定的含义。“代理人”统称为行政代理人、联合牵头安排人、每个辛迪加代理人、每个共同文件代理人和每个高级管理代理人。“协议”具有本协议导言中规定的含义。“协议货币”的含义见第9.16节。3“第1号修正案”是指本协议的某些第1号修正案，日期为2023年5月3日，由贷款方、贷款方和作为行政代理人的摩根大通银行进行。“附属文件”的含义如第9.11节所述。“反腐败法”具有第4.01节规定的含义(S)。“适用债权人”的含义见第9.16节。“适用贷款办公室”指，就任何贷款人而言，在其行政调查问卷中或在其成为贷款人所依据的转让和承兑书中指定为其“适用贷款办公室”或类似概念的该贷款人的办事处，或该贷款人不时向借款人和行政代理指定的该贷款人的其他办事处、分支机构、子公司或附属机构。“适用保证金”是指在下列相应标题下所列的年利率，其依据的是自下列日期起生效的水平：债务评级S/穆迪/惠誉适用欧洲货币利率适用保证金期限基准垫款和RFR垫款适用保证金1级A-/A3/A-或更高1.000%0.000%2级bbb+/baa1/bbb+1.125%0.125%3级bbb/baa2/bbb 1.250%0.250%4级bbb-/baa3/bbb-1.500%0.500%5级BB+/BA1/BB+1.750%0.750%6级BB/BA2/BB或低于2.000%1.000%(I)如果S、穆迪和惠誉中的两个或两个以上建立的债务评级应在同一水平内，则适用的保证金应参考该水平确定；(Ii)如果S、穆迪和惠誉均不具有有效的债务评级，则每个评级机构应被视为已建立6级债务评级；。(Iii)如果S、穆迪和惠誉中只有一家具有有效的债务评级，适用的保证金应参考该债务评级所处的水平来确定；(Iv)如果S、穆迪和惠誉建立或被视为已经建立的债务评级各自属于不同的水平，则适用的边际应以三个债务评级中最高的一个为基础，除非三个债务评级中至少有一个债务评级比其他一个或多个债务评级低两个或两个以上，在这种情况下，适用的边际应参考三个债务评级中最高的下一个水平确定；(V)如果S、穆迪和惠誉中只有两个实际上具有债务评级，并且该等债务评级应属于不同的级别，则适用的边际应以两个债务评级中较高的一个为基础，除非两个债务评级中的一个比另一个低两个或两个以上，在这种情况下，适用的边际应参考较低的债务评级的下一个级别确定
4这两个债务评级；及(Vi)如果S、穆迪和惠誉确立或被视为已经建立的债务评级发生变化(除非由于S、穆迪或惠誉评级体系的变化(视情况而定))，该变化应自适用的评级机构首次宣布之日起生效，无论报告实体何时根据本协议或其他规定将该变化通知行政代理和贷款人。适用保证金的每一变化应适用于自该变更生效之日起至下一变更生效日期前一日止的期间。如果S、穆迪或惠誉的评级体系发生变化，或任何该等评级机构将停止对公司债务进行评级的业务，报告实体和贷款人应真诚协商修改本协议中所载“适用保证金”的定义，以反映该评级体系的变化或该评级机构无法进行债务评级的情况，在任何此类修订生效之前，适用保证金应参考在该变更或停止之前最近生效的债务评级来确定。“适用最低金额”是指等于5,000,000美元或超出1,000,000美元的整数倍的金额。“转让和承兑”是指贷款人和受让人签订并由行政代理接受的转让和承兑，实质上以本合同附件B的形式。10.“自救行动”是指适用的决议机构对受影响的金融机构的任何负债行使任何减记和转换权力。“自救立法”是指：(A)就执行欧洲议会和欧盟理事会指令2014/59/EU第55条的任何欧洲经济区成员国而言，欧盟自救立法附表中不时描述的针对该欧洲经济区成员国的实施法律、法规或要求；(B)就英国而言，指英国《2009年联合王国银行法》(经不时修订)和适用于联合王国的任何其他与解决不健全或破产银行有关的法律、法规或规则，投资公司或其他金融机构或其关联公司(通过清算、管理或其他破产程序以外)。“基本利率”是指任何一天的年利率，相当于(A)NYFRB利率加1%的1/2，(B)由北卡罗来纳州摩根大通银行不时公开宣布为其“最优惠利率”的该日的有效利率，以及(C)在该日之前两个美国政府证券营业日(或如果该日不是美国政府证券营业日，在紧接美国政府证券营业日之前)加1.00%，但如果如此确定的基本利率将低于1%，则该利率在计算该利率时应被视为1%。就本定义而言，任何一天的调整期限SOFR利率应以期限SOFR参考利率为基础，在大约5：00 a。当天的芝加哥时间(或CME术语SOFR管理人在术语SOFR参考汇率方法中指定的术语SOFR参考汇率的任何修订发布时间)。由于“最优惠利率”、NYFRB利率或调整后期限SOFR利率的变化而引起的基本利率的任何变化，应自“最优惠利率”、NYFRB利率或调整后期限SOFR利率的变化生效之日起生效。最优惠利率是摩根大通银行根据包括摩根大通银行、S银行的成本和预期收益、一般经济状况和其他因素在内的各种因素而设定的利率，用作某些贷款定价的参考基准，这些贷款的定价可能是该公布的利率，也可能高于或低于该公布的利率。如果根据第2.10节将基本利率用作替代利率，则基本利率应为上述(A)和(B)项中的较大者，并且应在不参考上述(C)项的情况下确定。为免生疑问，如果根据上述规定确定的基本利率将低于1%，则就本协议而言，该利率应被视为1%。“基本利率预付款”是指第2.09(A)(I)节规定的计息预付款。“基准”最初指的是伦敦银行间同业拆借利率调整后的期限SOFR利率；如果基准转换事件、期限SOFR转换事件或提前选择(视情况而定)与LIBO调整后期限SOFR利率或当时的基准发生相关的基准替换日期，则“基准”是指适用的基准替换，前提是该基准替换已根据第2.10节(E)或(H)款的规定替换了该先前基准利率。“基准替换”是指，对于任何可用的基准期，行政代理可以为适用的基准替换日期确定以下顺序中所列的第一个替换：(1)(A)术语SOFR和(B)相关基准替换调整的总和[保留区](2)(A)经调整的每日简单SORFR和(B)相关基准替换调整的总和；及(3)以下各项的总和：(A)行政代理和借款人为适用的相应期限选择替代当前基准的替代基准利率，同时适当考虑(I)有关政府机构对替代基准利率或确定该利率的机制的任何选择或建议，或(Ii)为确定替代基准利率而制定的任何不断演变的或当时盛行的市场惯例。
。第1.06节货币换算。为确定是否符合第V条(第5.03节除外，应根据用于编制与该测试日期有关的适用财务报表的外汇汇率)和第VI条的规定，就美元以外的任何金额而言，金额应被视为在发生或处置该等金额或作出该等未能支付的判决或命令之日前三个工作日内，按该货币对美元的有效即期汇率确定的美元等值金额。第1.07节划分。就贷款文件下的所有目的而言，与特拉华州法律(或不同司法管辖区法律下的任何类似事件)下的任何分割或分割计划有关：(A)如果任何人的任何资产、权利、义务或债务成为另一人的资产、权利、义务或债务，则应被视为已从原始人转移到后继人，以及(B)如果有任何新人存在，该新人应被视为在其存在的第一天由当时其股权持有人组织和收购。第1.08节利率；LIBORBenchmark通知。欧洲货币利率垫款的利率是参考伦敦银行同业拆息(LIBOR)得出的LIBO利率而厘定的。伦敦银行间同业拆借利率旨在代表提供贷款的银行在伦敦银行间市场上相互获得短期借款的利率。2021年3月5日，英国美元LIBOR设置将永久停止；2023年6月30日之后，隔夜和12个月美元LIBOR设置的发布将永久停止；2021年12月31日之后，1个月、3个月和6个月日元LIBOR设置以及1个月、3个月和6个月英镑LIBOR设置将停止提供，或在FCA咨询后，以改变的方法(或“合成”)提供，不再代表它们打算衡量的基本市场和经济现实，其代表性将不会恢复；紧接着2023年6月30日之后，1个月、3个月和6个月期美国国债。将停止提供美元LIBOR设置，或根据FCA对此案的考虑，提供综合基础上的设置，不再代表它们打算衡量的基础市场和经济现实，代表性将不会恢复。不能保证FCA宣布的日期不会改变，也不能保证LIBOR的管理人和/或监管机构不会采取可能影响LIBOR的可用性、组成或特征或发布LIBOR的货币和/或期限的进一步行动。本协议的每一方应咨询其各自的顾问，以随时了解任何此类事态发展。目前，公共和私营部门的行业举措正在进行，以确定新的或替代的参考利率，以取代伦敦银行间同业拆借利率。监管机构已经表示，需要对其中一些利率基准使用替代基准参考利率，因此，这些利率基准可能不再符合适用的法律和法规，可能永久停产，和/或计算基准可能会改变。在发生基准转换事件、期限SOFR转换事件或提前选择加入选举时，第2.10节为基准转换事件、期限转换事件或早期选择加入选举提供了确定替代利率的机制。行政代理将根据第2.10节的规定，及时通知借款人欧洲货币利率Term基准预付款利率所依据的参考利率的任何变化。10)基准利率转换事件、期限SOFR转换事件或提前选择加入选举时，以及(Ii)实施符合第2.10节的变化的任何基准替换参考利率，包括但不限于，任何该等替代、后续或替换参考利率的组成或特征是否将与被替换的伦敦银行间同业拆借利率相似，或产生与被替换的现有利率相同的价值或经济等价性，或具有与伦敦银行间同业拆借利率在任何现有利率中断或不可用之前提供的相同数量或流动性。行政代理及其附属公司和/或其他相关实体可参与影响本协议中使用的任何利率或任何替代、后续或替代利率(包括任何基准替代)和/或任何相关调整的计算的交易，在每种情况下，都可能以对借款人不利的方式进行。行政代理可根据本协议的条款选择合理的信息来源或服务，以确定本协议中使用的任何利率、其任何组成部分或其定义中引用的利率，并且不对借款人、任何贷款人或任何其他个人或实体承担任何类型的损害责任，包括直接或间接、特殊、惩罚性、附带或后果性损害、成本、损失或支出(无论是在侵权、合同或其他方面，也无论是在法律上还是在衡平法上)，对于任何此类信息来源或服务提供的任何此类利率(或其组成部分)的任何错误或计算，行政代理不承担任何责任。第二条垫款的数额和条款第2.01款垫款。只有在符合第3节规定的条件的情况下。一旦贷款人垫付任何款项，贷款人的承诺额将永久性地减少
44点上涨。根据第2.01节借入的预付款和预付或偿还的预付款不得再借入。第2.02节垫款(A)。(A)每次借款应由借款人在(1)拟借款日期之前的第三个美国政府证券营业日(如借款由欧洲货币利率Term基准垫款或(2)拟借款日期(如借款由基本利率垫款组成))在上午11：30(纽约市时间)之前通知行政代理，行政代理应通过电传或其他电子通信将有关通知迅速通知各贷款人。每份借款通知(“借款通知”)均须以书面或电话发出，如以电话方式发出，则须立即以书面形式确认，包括以传真(或其他电子通讯)以实质上以附件A的形式签署，并由负责人员签署，并在其中指明适用借款人的身分及所要求的(I)借款日期(应为营业日)、(Ii)包括借款的预付款类型、(Iii)借款总额、(Iv)借款的初始利息期(如借款由欧洲货币利率期限基准垫款组成)，(V)将借款收益贷记贷方的指示(适用的账户细节应或已经以书面形式提供给行政代理)和(Vi)该通知是否以任何事件的发生为条件，如果该通知是有条件的，则对该事件的描述(有一项理解是，如果该条件不满足，则该借款人可撤销该通知)。每家贷款人应在下午1：30之前在行政代理收到此类资金后，并且完全符合第3.02节规定的条件，行政代理应在适用借款通知交付之日或之前(或行政代理同意的较晚时间)，以借款人指定的即时可用资金形式向行政代理提供此类资金，并向行政代理提交签署的书面文件。(B)尽管第2.02(A)节有任何相反规定，(I)借款人不得选择欧洲货币利率术语基准垫款，前提是贷款人根据第2节暂停提供欧洲货币利率术语基准垫款的义务。10或2.14和欧洲货币汇率，(Ii)根据第2.10节的规定，垫款应作为定期基准垫款或基准利率垫款维持，以及(Iii)定期基准垫款不得作为超过十笔单独借款的一部分未偿还。(C)每份借款通知对适用的借款人具有约束力。如果相关借款通知规定的任何借款由欧洲货币利率术语基准垫款组成，适用的借款人应赔偿各贷款人因未能在借款通知中规定的日期或之前履行第3.02节规定的适用条件而发生的任何合理损失、成本或费用，包括但不限于任何合理损失(不包括预期利润的损失)，因清盘或重新使用该贷款人为提供该笔垫款而取得的存款或其他资金而招致的费用或开支，而该贷款人须支付该笔垫款作为该借款的一部分，而该笔垫款是由于上述不遵守规定而未能在该日期作出的。(D)除非行政代理在任何借款发生前收到贷款人的通知，表示该贷款人将不会向行政代理提供该贷款人的应评税部分，否则行政代理可假定该贷款人已根据第2.02(A)条在借款之日向行政代理提供该部分，行政代理可根据这一假设，在该日期向适用的借款人提供相应的金额。如果借款人和贷款人应向行政代理支付相同或重叠期间的利息，行政代理应立即将借款人在该期间支付的利息金额汇给该借款人。如果贷款人向行政代理支付相应的本金，则就本协议的所有目的而言，该金额应构成贷款人的预付款，作为借款的一部分。借款人的任何付款不应影响该借款人对贷款人未能向行政代理付款的任何索赔。(E)任何贷款人如没有提供作为借款一部分的垫款，并不解除任何其他贷款人根据本条例须在借款当日垫款的义务(如有的话)，但任何其他贷款人如没有在借款当日垫款，则无须对此负责。(F)如果任何出借人向行政代理机构提供资金，用于该出借人在本协议中规定的任何垫款，而行政代理机构由于借款条件未得到满足或根据本协议条款被免除而无法向适用的借款人提供此类资金，则行政代理机构应立即将此类资金(与从该出借人收到的资金相同)退还给该出借人，不计利息。第2.03节
已保留
。第2.04节
已保留
。第2.05节
已保留
。第2.06条费用。
46(A)报告实体应向行政代理、联合牵头安排人及贷款人支付或安排向其账户(或其适用联营公司的账户)支付任何综合集团与行政代理、联合牵头安排人及/或贷款人根据收费函件不时议定的费用，包括(为免生疑问)费用。(B)在不重复根据第2.06(A)节规定应支付的任何费用的情况下，自生效日期后90天(该日期，“自动报价开始日期”)开始，报告实体应根据贷款人各自的承诺，按比例向行政代理支付或促使向行政代理支付贷款人账户不可退还的自动报价费用(“自动报价”)，按以下两者中较早者(包括(I)承诺终止日期及(Ii)截止日期(该较早日期，“滴答费用终止日期”))生效的每日承诺总额的0.175%的年利率计算，自滴答费用开始日期起赚取、到期及支付滴答费用。每季度应在截止到截止日期前的3月、6月、9月和12月的最后一个营业日的第15天和截止截止日期的截止日期内每季度支付一次欠费，并以360天的年限计算。第2.07节终止或减少承诺(A)。(A)强制减少或终止。除非以前终止(包括在为垫款提供任何资金时)，否则承付款应在承付款终止之日全部终止。任何承诺的终止或减少都应是永久性的。(B)自愿减少或终止。借款人可在通知行政代理后终止承诺，或不时永久减少任何承诺；但条件是：(X)行政代理应在终止或减少之日下午1：00(纽约市时间)(或行政代理酌情同意的较晚时间)之前收到任何此类通知，以及(Y)任何此类部分减少应为适用最低金额的本金总额。行政代理将立即将终止或减少任何承诺的任何此类通知通知适用的贷款人。任何承付款的任何减少，均应根据每一贷款人在减少前在此类承付款中所占的比例适用于其承付款。在任何承诺终止生效之日之前应计的所有报价费应在终止生效之日支付。(C)违约贷款人承诺减少额。借款人可以在不少于三个工作日的事先通知行政代理的情况下终止任何违约贷款人的承诺(行政代理应迅速通知其贷款人)，但有一项理解是，尽管终止了承诺，第2.20(D)节的规定将继续适用于任何适用的借款人此后根据本协议47为该违约贷款人的账户支付的所有款项(无论是本金、利息、费用、赔偿或其他金额)；但该项终止不得视为放弃或免除任何借款人、行政代理或任何贷款人对该违约贷款人可能提出的任何索偿。第2.08节垫款的偿还。为了贷款人的利益，每个借款人应在报告实体每个会计季度的最后一个营业日(从截止日期后结束的第一个完整的会计季度开始)，直至到期日(包括到期日)，偿还相当于(X)该借款人在截止日期未偿还的预付款本金金额和(Y)相对于每个适用会计季度的百分比的本金，如下所述：截至到期日应足额支付的预付款余额：截止日期后截止的报告实体的第一个完整会计季度至截止日期后截止的报告实体第四个完整会计季度(包括该季度)的百分比从截止日期后结束的报告实体的第五个完整会计季度至截止日期后的第十二个完整会计季度(包括该第12个完整会计季度)的百分比1.25%来自报告实体在截止日期后结束的第十三个完整会计季度的1.25%以及此后的1.875%2.09部分的预付款利息。(A)表列权益。每一借款人应就每笔垫款的未付本金支付利息，从垫款之日起至付清本金为止，按下列年利率计算：(1)基本利率垫款。在该等期间为基本利率垫款期间，年利率在任何时候均等于(A)不时生效的基本利率和(B)适用保证金的总和，在该等期间及该等垫款全额支付之日，于每年3月、6月、9月及12月的最后一个营业日每季度以欠款形式支付。(2)欧洲货币汇率Term基准预付款。在这样的期间内，这种垫付是欧洲货币利率术语的基准垫付，在这种垫付的每个利息期间的任何时候，年利率都等于(A)的总和
48欧洲货币该利息期间的调整期限SOFR利率，以及(B)适用的保证金，应在该利息期间的最后一天支付，如果该利息期间的持续时间超过三个月，则在该利息期间内的每三个月内发生的每一天，自该利息期间的第一天起每三个月支付一次，并在该欧洲货币利率期限基准垫款被转换或全额支付之日。(3)RFR预付款。每笔RFR预付款应按相当于调整后每日简单RFR加适用保证金的年利率计息，在该预付款的每个RFR利息支付日以拖欠形式支付。(B)违约利息。根据第6.01(A)节的规定，在违约事件发生并持续期间，行政代理应应所需贷款人的请求，要求每个借款人支付利息(“违约利息”)，该利息应自违约事件发生之日起累加：(I)借款人逾期未付的款项，应在第2.09(A)(I)节或第2.09(A)(Ii)或2.09(A)(Iii)节所指的日期支付；根据第2.09(A)(I)或2.09(A)(Ii)或2.09(A)(Ii)或2.09(A)(Iii)及(Ii)条规定须就该逾期款项支付的年利率，按年利率计算，在法律允许的最大范围内，该借款人根据本协议须支付的任何利息、手续费或其他款项到期时仍未支付的款额，自该款额到期之日起计算，直至该款额须全数支付为止，并于该款额应于要求时全数支付之日起支付。根据第2.09(A)(I)节的规定，根据第2.09(A)(I)节的规定，借款人账户的基本利率垫款的年利率在任何时候都高于2%的年利率，但在根据第6.01节加快向借款人账户支付垫款后，违约利息应在本协议项下产生并支付，无论行政代理以前是否要求如此。第2.10节利率决定(A)。(A)除第2.10节(E)至(H)条款另有规定外，行政代理应立即将行政代理为第2.09(A)(I)或2.09(A)(Ii)或2.09(A)(Iii)节的目的而确定的适用利率通知适用的借款人和贷款人。(B)如果就任何欧洲货币利率期限基准预付款而言，(I)行政代理应已确定(该确定应是决定性的，且在没有可证明错误的情况下具有约束力)不存在确定调整后期限SOFR利率的足够和合理的手段(包括但不限于通过内插利率，或因为Libo ScreenTerm Sofr参考利率不可用或未在当前基础上公布)，不存在用于确定该利率期间的LiBO利率；但此时不会发生基准转换事件，或(Ii)被要求的贷款人通知管理代理：(X)在进行借款前的第二个营业日上午11点左右(伦敦时间)，他们无法在伦敦银行间市场获得匹配的存款，其数额足以在利息期间为各自的垫款提供资金，作为该借款的一部分，或(Y)任何一年的Libo利率该等垫款的调整后期限SOFR利率将不能充分和公平地反映所需贷款人的贷款成本，(A)在行政代理通知适用借款人和贷款人导致暂停的情况不再存在之前，借款人应在当时现有利息期间的最后一天(如果该日不是营业日，则在下一个营业日)，(X)预付该预付款，或(Y)将该预付款转换为基本利率预付款，以及(B)贷款人有义务支付或转换为，欧洲货币利率Term基准垫款将暂停，直到行政代理通知适用的借款人和贷款人导致暂停的情况不再存在。(C)如果借款人没有按照第1.01节“利息期”定义中的规定为向借款人提供的任何欧洲货币利率术语基准垫款选择任何利息期限，行政代理机构将立即通知借款人和贷款人，该欧洲货币利率术语基准垫款将在当时现有利息期限的最后一天自动继续，作为欧洲货币利率术语基准垫款的一个月的利息期限。(D)
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如果对于任何RFR垫款，(I)行政代理应在任何时间确定(该确定应是决定性的，且在没有可证明错误的情况下具有约束力)，不存在足够和合理的方法来确定调整后的每日简易RFR或每日简易RFR，或者(Ii)所需贷款人通知行政代理，在任何时候，调整后的每日简易RFR将不能充分和公平地反映该等贷款人支付或维持其RFR垫款的成本，则行政代理应立即通知适用的借款人和贷款人，在(X)行政代理通知适用的借款人和贷款人引起该通知的情况不再存在且(Y)适用的借款人递交了新的借款通知(或转换或继续的通知，视情况而定)之前，任何借款通知(或转换或继续的通知，视情况而定)要求进行RFR借用，或将任何借款转换为RFR借款，或将任何借款转换为RFR借款，或此外，如果任何RFR预付款在借款人收到第2.10(D)节所指的行政代理的通知之日仍未支付，则自该通知之日起至(X)行政代理通知适用的借款人和贷款人，就相关基准而言，导致该通知的情况不再存在，以及(Y)适用的借款人根据第2.02节的条款交付新的借款通知(或转换或延续通知，视情况而定)，任何RFR预付款应转换为基本利率预付款。(E)尽管本合同或任何其他贷款文件有任何相反的规定，但如果基准转换事件或提前选择参加选举(视情况而定)及其相关基准更换日期发生在基准时间之前，则(X)如果基准更换日期是按照基准更换日期的“基准更换”定义第(1)或(2)款确定的，则该基准更换将在本合同项下和任何贷款文件下就该基准设定和随后的基准设定进行更换，而不作任何修改。或本协议或任何其他贷款文件的任何其他一方的进一步行动或同意，以及(Y)如果基准替换
50是根据该基准替换日期的“基准替换”定义第(3)款确定的，则该基准替换将在下午5：00或之后就本合同项下和任何贷款文件中的任何基准设置替换该基准。(纽约市时间)在基准更换之日后的第五个(5)工作日，只要行政代理尚未收到由所需贷款人组成的贷款人发出的反对基准更换的书面通知，则在不对本协议或任何其他贷款文件进行任何修改、采取进一步行动或同意的情况下，将向贷款人提供通知。(F)在实施基准替换时，行政代理将有权不时进行符合更改的基准替换，并且，即使本协议或任何其他贷款文件中有任何相反规定，实施该基准替换符合更改的任何修订都将生效，而无需本协议或任何其他贷款文件的任何其他各方的进一步行动或同意。(G)行政代理将及时通知借款人和贷款人：(I)基准过渡事件、期限SOFR过渡事件或提前选择(视情况而定)及其相关基准更换日期的任何发生，(Ii)任何基准更换的实施，(Iii)任何符合变更的基准更换的有效性，(Iv)根据下文(I)段移除或恢复基准的任何期限，以及(V)任何基准不可用期间的开始或结束。行政代理或贷款人根据第2.10节可能作出的任何决定、决定或选择，包括关于期限、利率或调整、事件、情况或日期的发生或不发生的任何决定，以及采取或不采取任何行动的任何决定，将是决定性的和具有约束力的，且无明显错误，且可凭其合理酌情权作出，且无需征得本合同任何其他方的同意，但根据第2.10节明确要求的情况除外。(H)尽管本协议或任何其他贷款文件中有任何相反规定，并在符合本款下文但书的情况下，如果就当时现行基准的任何设定而言，期限SOFR过渡事件及其相关基准更换日期发生在参考时间之前，则适用的基准更换将为本协议项下或任何贷款文件项下关于该基准设定及随后的基准设定的所有目的取代当时的基准，而不对本协议或任何其他贷款文件作出任何修正，或对本协议或任何其他贷款文件采取进一步行动或同意；但除非行政代理已向出借人和借款人递交定期SOFR通知，否则(H)款无效。
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。(I)即使本协议或任何其他贷款文件有任何相反规定，在任何时间(包括在实施基准替代时)，(I)如果当时的基准是定期利率(包括调整后的期限SOFR或LIBO利率)，并且(A)该基准的任何基调没有显示在屏幕上或发布由行政代理以其合理的酌情决定权不时选择的费率的其他信息服务上，或(B)该基准的管理人的监管主管已提供公开声明或信息发布，宣布该基准的任何基调具有或将不再具有代表性，则管理代理可以在该时间或之后修改用于任何基准设置的“利息期间”的定义，以移除这种不可用或不具代表性的基调，以及(Ii)如果根据上述第(I)款被移除的基调随后被显示在屏幕或基准信息服务上(包括基准替换)，或者(B)不再或不再受到它是或将不再代表基准(包括基准替换)的公告，则管理代理可以在该时间或之后修改所有基准设置的“利息期限”的定义，以恢复该先前移除的期限。(J)在任何借款人收到基准不可用期间开始的通知后，(I)该借款人可撤销在任何基准不可用期间转换或延续欧洲货币利率Term基准垫款的任何请求，否则，该借款人将被视为已将任何此类请求转换为基准利率垫款的请求，且(Ii)该借款人可撤销在任何基准不可用期间转换、转换或延续RFR垫款的任何请求，该借款人将被视为已将任何此类请求转换为转换为基本利率预付款的请求。在任何基准不可用期间或在当时基准的基期不是可用的基期的任何时间，基于当时基准的基本利率的组成部分或该基准的该基期(视情况而定)将不会用于任何基本利率的确定。此外，如果在任何借款人收到关于该欧洲货币汇率的基准不可用期间开始的通知之日，任何欧洲货币期限基准预付款或RFR预付款仍未清偿，则在(A)对于任何期限基准预付款，在适用于该预付款的利息期的最后一天(或如果该日不是营业日的下一个营业日)，该预付款应由行政代理转换为基本利率预付款，并构成基准利率预付款和(B)对于任何RFR预付款，这类垫款应转换为基本利率垫款。(K)在任何违约事件发生和持续期间，在所需贷款人书面选择后，(I)每笔欧洲货币利率期限基准垫款将在当时现有利息期间的最后一天转换为基础利率垫款，以及(Ii)贷款人支付垫款或将垫款转换为欧洲货币利率期限基准垫款的义务应暂停。第2.11节预付款的可选转换。借款人可在任何营业日，在不迟于建议转换日期前第三个营业日上午10：00(纽约市时间)前(或如转换为基本利率垫款，则为提前一个营业日)通知行政代理，并在符合第2.02(B)(Ii)、2.10和2.14节的规定下，将向借款人作出的一种类型的垫款转换为另一种类型的垫款；然而，如果将欧洲货币利率术语基准垫款转换为基准利率垫款的日期不是在该欧洲货币利率术语基准垫款的利息期的最后一天，则应遵守根据第9.04(C)节所欠的任何金额，
52基本利率垫款转入欧洲货币利率Term基准垫款应为适用的最低金额，任何垫款的转换不得导致超过第2.02(B)节允许的更多单独借款。每份此类转换通知应在上述规定的限制范围内，指明(I)转换的日期(应为营业日)，(Ii)待转换的垫款，以及(Iii)如果此类转换为欧洲货币利率Term基准垫款，则每笔此类垫款的初始利息期限。每份转换通知都是不可撤销的，并对发出该通知的适用借款人具有约束力。第2.12节可选择预付款(A)。(A)借款人在向行政代理人发出书面通知，述明建议的提前还款日期和本金总额后，(I)在不迟于建议提前还款的日期(该日期为营业日)上午10时(纽约市时间)内发出通知，如借款由基本利率垫款组成，及(Ii)在不迟于建议提前还款的日期(该日期为营业日)前两个营业日的上午10时(纽约市时间)发出通知，对于由欧洲货币利率术语基准垫款组成的借款，以及(Iii)在该提议的预付款日期(该日期应为营业日)之前至少五个营业日之前(纽约市时间)提供的借款，如果是由欧洲货币利率术语基准垫款组成的借款，并且如果发出了这样的通知，则借款人应全部或按比例提前偿还构成同一借款的一部分的垫款的未偿还本金，如果是任何欧洲货币利率术语基准垫款或RFR垫款，连同预付本金截至预付款之日的应计利息；但是，如果(I)每笔预付款的本金总额应为适用的最低金额，以及(Ii)如果任何欧洲货币利率术语基准预付款是在该欧洲货币利率术语基准预付款的利息期间的最后一天以外的日期支付的，则借款人也应根据第9.04(C)节支付任何欠款，以及(Iii)如果任何RFR预付款是在适用的RFR利息支付日期以外的日期支付的，则借款人还应根据第9.04(D)节支付任何欠款；并进一步规定，除紧接的但书第(Ii)款另有规定外，任何该等通知可述明该通知须以其他信贷安排是否有效或某项特定交易是否完成为条件，而在此情况下，如该条件不获符合，则该借款人可撤销该通知。(B)
已保留
。(C)根据第2.12节规定的所有预付款将不收取保险费或违约金，但对贷款人在欧洲货币汇率情况下发生的违约费用的补偿除外。第2.13节增加了费用(A)。(A)如由于(I)任何法律或规例的引入或任何解释上的任何改变，或(Ii)任何中央银行或其他政府当局，包括但不限于任何欧洲联盟的任何机构或相类似的货币或跨国当局(不论是否具有法律效力)所发出的任何指令、指引或要求已获遵从，则在此日期之后的每种情况下(或就任何贷款人(或行政代理人)而言53)，如较迟，则为该贷款人(或行政代理人)成为贷款人(或行政代理人)的日期，任何贷款人或行政代理人同意支付或支付、资助或维持垫款的成本应有任何增加(就本第2.13节而言，不包括因(I)该贷款人根据第2.16条获得赔偿的税项、(Ii)不含税或(Iii)其他税项)而产生的任何此类增加的费用，则报告实体应应该贷款人或行政代理人的要求(如适用，应向行政代理人提供此类要求的副本)，为贷款人的账户(或其自己的账户，如适用)向行政代理支付或导致支付足以补偿该贷款人或行政代理所增加的费用的额外金额。向报告实体提交的合理详细说明这种增加的费用的证书，在任何情况下都应是决定性的和具有约束力的，没有明显的错误。(B)如任何贷款人合理地裁定遵从任何法律或规例或任何中央银行或其他政府主管当局(包括但不限于欧洲联盟的任何机构或相类的货币或跨国主管当局(不论是否具有法律效力)的任何指示、指引或要求的遵从，在每一情况下均在本条例生效日期后(或就任何贷款人而言，如较迟，则为该贷款人成为贷款人的日期，则指该贷款人成为贷款人的日期)而影响或会影响该贷款人或控制该贷款人的任何法团所规定或预期须维持的资本、保险或流动资金的款额，保险或流动资金是由于或基于该贷款人在本合同项下的放贷承诺(或任何参与)以及其他此类承诺的存在而增加的，适用的借款人应应该贷款人的要求(连同该要求的副本给行政代理)，不时为该贷款人的账户向行政代理支付足以补偿该贷款人或该公司的额外金额，只要该贷款人合理地确定该增加的资本、保险或流动资金可分配给该贷款人的垫款、在本合同项下放贷的承诺。贷款人向借款人和行政代理提交的关于此类金额的证明，在任何情况下都是决定性的和具有约束力的，没有明显的错误。(C)即使本第2.13节有任何相反规定，就本第2.13节而言，(A)《多德-弗兰克华尔街改革和消费者保护法》和根据该法案发布的规则和条例，或与之相关或在其实施过程中发布的规则和条例，以及(B)国际清算银行、巴塞尔银行监管委员会(或任何类似或后续机构，或美国或外国监管机构，在每种情况下，根据巴塞尔协议III)发布的所有请求、规则、指导方针和指示，应被视为在本协议日期之后颁布(或关于任何贷款人，如果晚些时候，贷款人成为贷款人的日期)；但任何贷款人不得根据第2.13(C)节的规定要求赔偿，除非该贷款人在该贷款人为当事一方的类似信贷安排中对处境相似的借款人提出相应的要求。第2.14节违法。尽管本协议有任何其他规定，关于垫款，(A)如果任何贷款人应通知行政代理，任何法律或法规的引入或任何解释或解释的任何变化使其违法，
54或任何中央银行或其他政府当局，包括但不限于欧盟的任何机构或类似的货币或跨国当局，声称该贷款人或其欧洲货币适用贷款办公室履行本协议项下的义务，使欧洲货币利率术语基准垫款或为本协议项下的欧洲货币利率术语基准垫款提供资金或维持，(I)该贷款人的每项欧洲货币利率术语基准垫款将在接到此类通知后自动生效，(I)贷款人提供欧洲货币利率术语基准垫款或将垫款转换为欧洲货币利率术语基准垫款的义务将被暂停，直到行政代理通知借款人和贷款人导致暂停的情况不再存在，以及(B)如果第(A)款所述的情况已经发生，并且如果组成所需贷款人的贷款人通知行政代理，(I)每个贷款人的每个欧洲货币利率术语基准垫款将在接到通知后自动(Ii)每个贷款人提供欧洲货币利率术语基准垫款或将垫款转换为欧洲货币利率术语基准垫款的义务应暂停，直到行政代理通知借款人和每一贷款人导致暂停的情况不再存在为止。第2.15节付款和计算(A)。(A)每一借款人应在不迟于当天下午3：00(纽约市时间)向行政代理人办公室的行政代理人以当天的资金以美元支付其根据本协议应支付的每笔款项。02(C)、2.13、2.14、2.16、2.17或9.04(C)或9.04(D)支付给贷款人各自适用的放款办事处的账户，以及与向贷款人支付任何其他应付给贷款人的任何其他款项有关的类似资金，这些款项应支付给贷款人的适用的放款办公室的账户，在每种情况下均应根据本协议的条款使用。行政代理在接受转让并根据第9.07(F)条将其中所载信息记录在登记册上后，自该转让和接受所规定的生效日期起及之后，应向转让人支付由此转让给转让人的利息的所有款项，但不包括该转让生效日期的金额，以及支付给受让人的该转让生效日期及之后的应计金额的所有款项。借款人支付的所有款项应无条件地用于任何反索赔、抗辩、补偿或抵销。(B)每名借款人现授权每名贷款人，如该借款人欠该贷款人的款项在根据本条例到期时仍未支付，则除非该借款人与该贷款人另有协议，否则可不时从该借款人在该贷款人的任何或所有账户中扣除任何如此到期应付的款额。行政代理对本协议项下利率的每一次决定，在任何情况下都应是决定性的和具有约束力的，没有明显的错误。(D)凡本协议项下的任何付款须于下一个营业日以外的某一天支付，该付款须于下一个营业日支付，而在此情况下，有关时间的延长应计入支付利息或承诺费(视属何情况而定)的计算内；但如延期会导致须在下一个历月支付欧洲货币利率Term基准垫款的利息或本金，则该项付款应于紧接其上一个营业日支付。(E)除非行政代理在根据本合同向贷款人支付任何款项的日期之前收到借款人的书面通知，表示该借款人将不会全额付款，否则行政代理可假定借款人已在该日期向行政代理全额付款，行政代理可根据这一假设，安排在该到期日向每一贷款人分发一笔相当于该贷款人当时到期的金额的款项。如果借款人没有向行政代理全额付款，则在收到通知后，每一贷款人应应要求立即向行政代理偿还该金额及其利息，自该金额分配给该贷款人之日起至该贷款人向该行政代理偿还该金额之日起的每一天，按联邦FundsNYFRB利率计算。第2.16条税项(A)。(A)任何贷款方或代表贷款方根据任何贷款文件承担的任何义务所作的任何及所有付款，均须免收及清楚扣除任何及所有现有或将来的税项，但就每名贷款人及每名代理人而言，不包括(I)对其整体净收入(不论面额如何)、特许经营税及分行利得税征收(或以其计算)的税项，但每种情况只限於该贷款人或该代理人(视属何情况而定)所属的司法管辖区(或其任何政治分部)所施加的范围，由该贷款人的适用放款办事处或该贷款人或该代理人的主要办事处的司法管辖权(或其任何政治分部)，或由于该贷款人或该代理人与征收该税的司法管辖权之间现时或以前的联系所致(但因该贷款人或该代理人已签立、交付、成为当事人、根据任何贷款文件收取款项、收取或完善担保权益、根据任何贷款文件或强制执行任何其他交易、或出售或转让任何预付款或贷款文件的权益而产生的联系除外)，(Ii)美国对任何贷款方向任何贷款人付款征收的备用预扣税，(Iii)因该贷款人未能遵守第2.16(F)条而征收的任何税款，(Iv)根据贷款人成为本协议一方时生效的法律征收的任何美国联邦、卢森堡或荷兰预扣税，或[56取得预付款的权益(或指定新的适用放款办公室)，除非该贷款人(或其转让人，如有)有权在紧接指定新的适用放款办公室或转让之前，根据第2.16节从贷款方获得与该预扣税有关的额外金额，以及(V)根据FATCA征收的任何税项，包括由于该受款人未能遵守第2.16(F)(Iii)条的规定(与任何贷款文件项下的付款有关的所有此等不包括的税项，以下称为“免税”)。如果适用法律要求适用的扣缴义务人从任何贷款人或任何代理人的任何贷款文件下应付的任何款项中扣除任何税款或就该款项扣除任何税款，(A)适用的扣缴义务人应进行此类扣除，以及(B)适用的扣缴义务人应根据适用法律向相关税务机关或其他机关全额支付扣除的金额。如果适用法律要求贷款方从根据任何贷款文件支付给任何贷款人或任何代理人的任何款项中或就该款项扣除任何税项(除(I)需要通过减税方式扣除的税款(在这种情况下，第2.16(G)节和第2.16(H)节的规定适用)或(Ii)不含税项)，则适用贷款方应支付的金额应按需要增加，以便在进行所有必要的扣除(包括适用于根据本第2.16节应支付的额外金额的扣除)后，该贷款人或该代理人(视情况而定)收到的数额相当于如果没有这样的扣除，它将收到的金额。(B)此外，在不重复本第2款规定的任何其他义务的情况下。21)(以下简称“其他税”)。(C)在不重复第2.16节规定的任何其他义务的情况下，报告实体应或应促使适用的贷款方全额赔偿每一贷款人和每一代理人的税款(不包括：(I)由英国法律征收的预扣税，该税款通过根据第2.16(G)节增加支付而得到补偿，或本应得到补偿，但不完全是因为第2.16(G)(Iv)节中的一项排除适用，(Ii)爱尔兰立法征收的预扣税，可通过根据第2.16(H)节增加付款予以补偿，或本应得到补偿，但不完全是因为第2.16(H)(Iv)节中的一项排除适用，(Iii)任何免税或(Iv)为免生疑问，任何通过根据第2.16(A)节增加付款而补偿的税款，以及就向任何贷款方提供的预付款和任何责任(包括但不限于罚款，包括但不限于罚款，利息及开支)，不论该等税项是否由有关政府当局正确或合法地征收或申报。这项赔偿应在该贷款人或该代理人(视属何情况而定)提出书面要求之日起30天内作出。贷款人(向行政代理机构提供副本)或行政代理机构代表其本人或代表贷款人向报告实体提交的关于此种付款或负债金额的证明应是确凿的，不存在可证明的错误。(D)各贷款人应在提出要求后10天内，就(I)属于该贷款人的任何税款(但仅限于任何贷款方尚未就该等税款向该行政代理人作出赔偿，并在不限制贷款方的义务的情况下)和(Ii)因该贷款人未能遵守第9.07(H)节有关维持参与者登记册的规定(在上述两种情况下)而应由该行政代理人就任何贷款文件支付或支付的任何税款，以及由此产生或与之有关的任何合理开支，分别向该行政代理人作出赔偿。有关政府当局是否正确或合法地征收或断言此类税收。由行政代理向任何贷款人提供的合理详细描述此类付款或债务金额的证书应是确凿的，没有可证明的错误。每一贷款人特此授权行政代理在任何时间抵销和运用根据任何贷款文件欠该贷款人的任何和所有款项，或行政代理从任何其他来源应付给贷款人的任何金额，抵销根据本(D)款应支付给行政代理的任何款项。(E)借款方在根据第2.16款支付任何税款或其他税款之日起，应在实际可行的情况下尽快按第9款规定的地址向行政代理提供。(F)除英国立法(第2.16(G)节的规定适用)或爱尔兰立法(第2.16(H)节的规定适用)征收的预扣税外：(I)任何有权就根据任何贷款文件支付的款项获得豁免或减免预扣税的贷款人，应在适用法律规定或该借款人或行政代理人合理要求的时间或时间交付给适用的借款人和行政代理人，或适用的税务当局，由适用法律或任何适用司法管辖区的税务机关规定的正确填写和签署的文件，以及借款人或行政代理合理要求的其他文件，这些文件将允许在没有扣缴或降低预扣费率的情况下支付此类款项，并可能需要确保任何司法管辖区就任何适用税务机关根据本协议向该贷款人支付的任何款项给予任何适用的豁免或降低扣除额或扣缴费率。此外，如果适用的借款人或行政代理人提出合理要求，任何贷款人应提供适用法律规定或该借款人或行政代理人合理要求的其他文件，以使该借款人或行政代理人能够确定该贷款人是否受到备用预扣税的约束，包括英国或爱尔兰法律征收的预扣税或信息报告要求。尽管前两句中有任何相反的规定，完成、签立和提交]定期贷款协议的签字页
，作为贷款人：名称：标题：[定期贷款协议的签字页]，作为贷款人：名称：标题：[定期贷款协议的签字页]_______________,作为贷款方：名称：标题：摘要报告：文字比较Word 11.2.0.54文档比较完成于5/3/2023 10：16：24 PM样式名称：机顶盒选项1智能表比较：活动原始dms：iw：//imanage.stblobal.com/active/52620960/1修改后的dms：iw：//imanage.stblobal.com/active/52620960/7更改：添加232删除210从0移动到0表插入0表删除0表从0移动到0嵌入式图形(Visio，ChemDraw、Images等)0个嵌入的Excel 0格式更改0个更改总数：442个[Reserved]. SECTION 2.06 Fees.
46 (a) The Reporting Entity shall pay, or cause to be paid, to the Administrative Agent, the Joint Lead Arrangers and the Lenders for their account (or that of their applicable Affiliate) such fees as may from time to time be agreed between any of the Consolidated Group and the Administrative Agent, the Joint Lead Arrangers and/or the Lenders, including, for the avoidance of doubt, pursuant to the Fee Letter. (b) Without duplication of any fees payable pursuant to Section 2.06(a), commencing on the date that is 90 days after Effective Date (such date, the “Ticking Fee Start Date”), the Reporting Entity shall pay, or cause to be paid, to the Administrative Agent a non-refundable ticking fee for the account of the Lenders (the “Ticking Fee”), ratably in accordance with their respective Commitments, at a rate per annum equal to 0.175% on the daily aggregate amount of the Commitments as in effect on the Ticking Fee Start Date and from time to time through and including the earlier of (i) the Commitment Termination Date and (ii) the Closing Date (such earlier date, the “Ticking Fee Termination Date”), which Ticking Fee shall be earned, due and payable commencing on the Ticking Fee Start Date. The Ticking Fee shall be payable quarterly in arrears on the 15th day following the last Business Daydate of each offiscal quarter ending March, June, September and December ending prior to the Ticking Fee Termination Date and on the Ticking Fee Termination Date, and shall be calculated on the basis of a year of 360 days. SECTION 2.07 Termination or Reduction of the Commitments(a) . (a) Mandatory Reduction or Termination. Unless previously terminated (including upon any funding of the Advances), the Commitments shall terminate in full upon the Commitment Termination Date. Any termination or reduction of the Commitments shall be permanent. (b) Voluntary Reduction or Termination. A Borrower may, upon notice to the Administrative Agent, terminate the Commitments, or from time to time permanently reduce any of the Commitments; provided that (x) any such notice shall be received by the Administrative Agent not later than 1:00 P.M. (New York City time) (or such later time as the Administrative Agent may agree in its discretion) on the date of termination or reduction, and (y) any such partial reduction shall be in an aggregate principal amount of the Applicable Minimum Amount. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of any of the Commitments. Any reduction of any of the Commitments shall be applied to the Commitments of each Lender according to its proportional share of such Commitments prior to the reduction. All Ticking Fees accrued until the effective date of any termination of any of the Commitments shall be paid on the effective date of such termination. (c) Defaulting Lender Commitment Reductions. A Borrower may terminate the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), it being understood that notwithstanding such Commitment termination, the provisions of Section 2.20(d) will continue to apply to all amounts thereafter paid by any applicable Borrower for the account of such Defaulting Lender under this Agreement 47 (whether on account of principal, interest, fees, indemnity or other amounts); provided that such termination shall not be deemed to be a waiver or release of any claim any of the Borrowers, the Administrative Agent or any Lender may have against such Defaulting Lender. SECTION 2.08 Repayment of Advances. Each Borrower shall repay to the Administrative Agent for the benefit of the Lenders, on the last Business Day of each fiscal quarter of the Reporting Entity (starting with the first full fiscal quarter ended after the Closing Date), through and including the Maturity Date, a principal amount of the Advances equal to the product of (x) the principal amount of Advances of such Borrower outstanding on the Closing Date and (y) the percentage set forth opposite each applicable fiscal quarter as set forth below, with the balance of the Advances due in full on the Maturity Date: Quarter Percentage From the first full fiscal quarter of the Reporting Entity ended after the Closing Date to and including the fourth full fiscal quarter of the Reporting Entity ended after the Closing Date 0.0% From the fifth full fiscal quarter of the Reporting Entity ended after the Closing Date to and including the twelfth full fiscal quarter of the Reporting Entity ended after the Closing Date 1.25% From the thirteenth full fiscal quarter of the Reporting Entity ended after the Closing Date and thereafter 1.875% SECTION 2.09 Interest on Advances. (a) Scheduled Interest. Each Borrower shall pay interest on the unpaid principal amount of each Advance made to it from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum: (i) Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time and (B) the Applicable Margin, payable in arrears quarterly on the last Business Day of each March, June, September and December, during such periods and on the date such Advances are paid in full. (ii) Eurocurrency RateTerm Benchmark Advances. During such periods as such Advance is a Eurocurrency RateTerm Benchmark Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) the
48 EurocurrencyAdjusted Term SOFR Rate for such Interest Period for such Advance, and (B) the Applicable Margin, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurocurrency RateTerm Benchmark Advance shall be Converted or paid in full. (iii) RFR Advances. Each RFR Advance shall bear interest at a rate per annum equal to the Adjusted Daily Simple RFR plus the Applicable Margin, payable in arrears on each RFR Interest Payment Date for such Advance. (b) Default Interest. Upon the occurrence and during the continuance of an Event of Default pursuant to Section 6.01(a), the Administrative Agent shall, upon the request of the Required Lenders, require each Borrower to pay interest (“Default Interest”), which amount shall accrue as of the date of occurrence of the Event of Default, on (i) amounts that are overdue from such Borrower, payable in arrears on the dates referred to in Section 2.09(a)(i) or, 2.09(a)(ii) or 2.09(a)(iii), at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such overdue amount pursuant to Section 2.09(a)(i) or, 2.09(a)(ii) or 2.09(a)(iii) and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder by such Borrower that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances for the account of such Borrower pursuant to Section 2.09(a)(i), provided, however, that following acceleration of the Advances for the account of such Borrower pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder whether or not previously required by the Administrative Agent. SECTION 2.10 Interest Rate Determination(a) . (a) Subject to clauses (e) to (h) of this Section 2.10, the Administrative Agent shall give prompt notice to the applicable Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.09(a)(i) or, 2.09(a)(ii) or 2.09(a)(iii). (b) If, with respect to any Eurocurrency RateTerm Benchmark Advances, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent demonstrable error) that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate (including, without limitation, by means of an Interpolated Rate or because the LIBO ScreenTerm SOFR Reference Rate is not available or published on a current basis) do not exist for ascertaining the LIBO Rate for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time, or (ii) the Required Lenders notify the Administrative Agent that (x) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (y) the LIBO Rate for anythe Adjusted Term SOFR Rate for such Interest Period for such Advances will not adequately and fairly reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm Benchmark Advances for such Interest Period, the Administrative Agent shall forthwith so notify 49 the applicable Borrower and the Lenders, whereupon (A) until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, such Borrower will, on the last day of the then existing Interest Period therefor (or the next succeeding Business Day if such day is not a Business Day), either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency RateTerm Benchmark Advances shall be suspended, until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist. (c) If a Borrower shall fail to select the duration of any Interest Period for any Eurocurrency RateTerm Benchmark Advances made to such Borrower in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Eurocurrency RateTerm Benchmark Advances will automatically, on the last day of the then existing Interest Period therefor, continue as Eurocurrency RateTerm Benchmark Advances with an Interest Period of one month. (d) [Reserved].If, with respect to any RFR Advances (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent demonstrable error), at any time, that adequate and reasonable means do not exist for ascertaining the Adjusted Daily Simple RFR or Daily Simple SOFR or (ii) the Required Lenders notify the Administrative Agent that, at any time, the Adjusted Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining their RFR Advances, then the Administrative Agent shall forthwith so notify the applicable Borrower and the Lenders and, until (x) the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist and (y) the applicable Borrower delivers a new Notice of Borrowing (or notice of Conversion or continuation, as applicable), any Notice of Borrowing (or notice of Conversion or continuation, as applicable) that requests an RFR Borrowing, or the Conversion of any Borrowing to, or continuation of any Borrowing as, an RFR Borrowing shall be ineffective. Furthermore, if any RFR Advance is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.10(d), then from the date of such notice until (x) the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the applicable Borrower delivers a new Notice of Borrowing (or notice of Conversion or continuation, as applicable) in accordance with the terms of Section 2.02, any RFR Advance shall be converted into a Base Rate Advance. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement
50 is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (f) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (g) The Administrative Agent will promptly notify the Borrowers and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (i) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their reasonable discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.10. (h) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (h) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrowers a Term SOFR Notice.[Reserved]. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Adjusted Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such 51 Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (j) Upon any Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (I) such Borrower may revoke any request for a conversion to or continuation of Eurocurrency RateTerm Benchmark Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, such Borrower will be deemed to have converted any such request into a request for a conversion to Base Rate Advances and (II) such Borrower may revoke any request for a conversion to or continuation of RFR Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, such Borrower will be deemed to have converted any such request into a request for a conversion to Base Rate Advances. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Eurocurrency RateTerm Benchmark Advance or RFR Advance is outstanding on the date of any Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to such Eurocurrency Rate, thenTerm Benchmark Advance or RFR Advance, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.10, (A) for any Term Benchmark Advance, on the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), such Advance shall be converted by the Administrative Agent to, and shall constitute, a Base Rate Advance and (B) for any RFR Advance, such Advance shall be converted into a Base Rate Advance. (k) Upon the occurrence and during the continuance of any Event of Default, upon the written election of the Required Lenders, (i) each Eurocurrency RateTerm Benchmark Advance will, on the last day of the then existing Interest Period therefor, be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency RateTerm Benchmark Advances shall be suspended. SECTION 2.11 Optional Conversion of Advances. Each Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 10:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion (or in the case of a Conversion into Base Rate Advances, the Business Day prior) and subject to the provisions of Sections 2.02(b)(ii), 2.10 and 2.14, Convert Advances made to such Borrower of one Type comprising the same Borrowing into Advances of the other Type; provided, however, that any Conversion of Eurocurrency RateTerm Benchmark Advances into Base Rate Advances made on a date other than on the last day of an Interest Period for such Eurocurrency RateTerm Benchmark Advances, shall be subject to any amounts owing pursuant to Section 9.04(c), any Conversion of
52 Base Rate Advances into Eurocurrency RateTerm Benchmark Advances shall be in an Applicable Minimum Amount, and no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion (which shall be a Business Day), (ii) the Advances to be Converted, and (iii) if such Conversion is into Eurocurrency RateTerm Benchmark Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the applicable Borrower giving such notice. SECTION 2.12 Optional Prepayments of Advances(a) . (a) A Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, (i) given not later than 10:00 A.M. (New York City time) on the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Base Rate Advances, and(ii) given not later than 10:00 A.M. (New York City time) at least two Business Days prior to the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Eurocurrency RateTerm Benchmark Advances and (iii) given not later than 11:00 A.M. (New York City time) at least five Business Days prior to the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of RFR Advances, and if such notice is given, such Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to such Borrower in whole or ratably in part, and in the case of any Eurocurrency RateTerm Benchmark Advances or RFR Advances, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of the Applicable Minimum Amount and, (ii) if any prepayment of a Eurocurrency RateTerm Benchmark Advance is made on a date other than the last day of an Interest Period for such Eurocurrency RateTerm Benchmark Advance, such Borrower shall also pay any amount owing pursuant to Section 9.04(c) and (iii) if any prepayment of an RFR Advance is made on a date other than on the RFR Interest Payment Date applicable thereto, such Borrower shall also pay any amount owing pursuant to Section 9.04(d); and provided, further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by such Borrower if such condition is not satisfied. (b) [Reserved]. (c) All prepayments of Advances pursuant to this Section 2.12 will be without premium or penalty, other than compensation for breakage costs incurred by the Lenders in the case of Eurocurrency RateTerm Benchmark Advances and RFR Advances to the extent required by, and as set forth in, Sections 9.04(c) or (d), as applicable. SECTION 2.13 Increased Costs(a) . (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any directive, guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), in each case after the date hereof (or with respect 53 to any Lender (or the Administrative Agent), if later, the date on which such Lender (or the Administrative Agent) becomes a Lender (or the Administrative Agent), as applicable), there shall be any increase in the cost to any Lender or the Administrative Agent of agreeing to make or making, funding or maintaining Advances (excluding for purposes of this Section 2.13 any such increased costs resulting from (i) Taxes as to which such Lender is indemnified under Section 2.16, (ii) Excluded Taxes or (iii) Other Taxes), then the Reporting Entity shall from time to time, upon demand by such Lender or the Administrative Agent (with a copy of such demand to the Administrative Agent, if applicable), pay or cause to be paid to the Administrative Agent for the account of such Lender (or for its own account, if applicable) additional amounts sufficient to compensate such Lender or the Administrative Agent for such increased cost. A certificate describing such increased costs in reasonable detail delivered to the Reporting Entity shall be conclusive and binding for all purposes, absent demonstrable error. (b) If any Lender reasonably determines that compliance with any law or regulation or any directive, guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), in each case promulgated or given after the date hereof (or with respect to any Lender, if later, the date on which such Lender becomes a Lender, as applicable), affects or would affect the amount of capital, insurance or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital, insurance or liquidity is increased by or based upon the existence of such Lender’s commitment to lend (or any participations therein) hereunder and other commitments of this type, the applicable Borrower shall, from time to time upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital, insurance or liquidity to be allocable to the existence of such Lender’s Advances, commitment to lend hereunder. A certificate as to such amounts submitted to such Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent demonstrable error. (c) Notwithstanding anything in this Section 2.13 to the contrary, for purposes of this Section 2.13, (A) the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations issued thereunder or in connection therewith or in implementation thereof, and (B) all requests, rules, guidelines and directions promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar or successor agency, or the United States or foreign regulatory authorities, in each case, pursuant to Basel III) shall be deemed to have been enacted following the date hereof (or with respect to any Lender, if later, the date on which such Lender becomes a Lender); provided that no Lender shall demand compensation pursuant to this Section 2.13(c) unless such Lender is making corresponding demands on similarly situated borrowers in comparable credit facilities to which such Lender is a party. SECTION 2.14 Illegality. Notwithstanding any other provision of this Agreement, with respect to Advances, (a) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful,
54 or any central bank or other governmental authority, including without limitation, any agency of the European Union or similar monetary or multinational authority, asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm Benchmark Advances or to fund or maintain Eurocurrency RateTerm Benchmark Advances hereunder, (i) each Eurocurrency RateTerm Benchmark Advance of such Lender will automatically, upon such notification, be Converted into a Base Rate Advance and (ii) the obligation of such Lender to make Eurocurrency RateTerm Benchmark Advances or to Convert Advances into Eurocurrency RateTerm Benchmark Advances shall be suspended until the Administrative Agent shall notify the Borrowers and such Lender that the circumstances causing such suspension no longer exist and (b) if the circumstances described in clause (a) shall have occurred and, if Lenders constituting the Required Lenders so notify the Administrative Agent, (i) each Eurocurrency RateTerm Benchmark Advance of each Lender will automatically, upon such notification, Convert into a Base Rate Advance and (ii) the obligation of each Lender to make Eurocurrency RateTerm Benchmark Advances or to Convert Advances into Eurocurrency RateTerm Benchmark Advances shall be suspended until the Administrative Agent shall notify the Borrowers and each Lender that the circumstances causing such suspension no longer exist. SECTION 2.15 Payments and Computations(a) . (a) Each Borrower shall make each payment required to be made by it under this Agreement not later than 3:00 P.M. (New York City time) on the day when due in Dollars to the Administrative Agent at the Administrative Agent’s Office in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.13, 2.14, 2.16, 2.17 or, 9.04(c) or 9.04(d)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(f), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the assignor for amounts which have accrued to but excluding the effective date of such assignment and to the assignee for amounts which have accrued from and after the effective date of such assignment. All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender by such Borrower is not made when due hereunder, to charge from time to time against any or all of such Borrower’s accounts with such Lender any amount so due, unless otherwise agreed between such Borrower and such Lender. (c) All computations of interest based on the Base Rate when the Base Rate is based on the “prime rate” shall be made by the Administrative Agent on the basis of a year of 365 days or 366 days, as the case may be, and all other computations of interest based on the Base Rate and all computations of interest based on the LIBO Rate or, Term SOFR, Daily Simple SOFR, the Federal Funds Rate or NYFRB Rate shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding 55 the last day) occurring in the period for which such interest or such fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent demonstrable error. (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurocurrency RateTerm Benchmark Advances to be made in the next following calendar month, such payment shall be made on the immediately preceding Business Day. (e) Unless the Administrative Agent shall have received written notice from a Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent, following prompt notice thereof, forthwith on demand such amount distributed to such Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal FundsNYFRB Rate. (f) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied towards payment of the amounts then due hereunder ratably among the parties entitled thereto, in accordance with the amounts then due to such parties. SECTION 2.16 Taxes(a) . (a) Any and all payments by or on behalf of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes, excluding, in the case of each Lender and each Agent, (i) Taxes imposed on (or measured by) its overall net income (however denominated), franchise Taxes, and branch profits Taxes, in each case only to the extent imposed by the jurisdiction (or any political subdivision thereof) under the laws of which such Lender or such Agent, as the case may be, is organized, by the jurisdiction (or any political subdivision thereof) of such Lender’s Applicable Lending Office or such Lender’s or such Agent’s principal office, or as a result of a present or former connection between such Lender or such Agent and the jurisdiction imposing such Tax (other than connections arising from such Lender or such Agent having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Advance or Loan Document), (ii) backup withholding Tax imposed by the United States on payments by any Loan Party to any Lender, (iii) any Tax that is imposed by reason of such recipient’s failure to comply with Section 2.16(f), (iv) any U.S. federal or Luxembourg or Netherlands withholding Tax imposed pursuant to a law in effect at the time a Lender becomes a party to this Agreement or
56 acquires an interest in the Advance (or designates a new Applicable Lending Office), except to the extent that such Lender (or its assignor, if any) was entitled, immediately before the designation of a new Applicable Lending Office or assignment, to receive additional amounts from the Loan Party with respect to such withholding Tax pursuant to this Section 2.16, and (v) any taxes imposed under FATCA, including as a result of such recipient’s failure to comply with Section 2.16(f)(iii) (all such excluded Taxes in respect of payments under any Loan Document being hereinafter referred to as “Excluded Taxes”). If the applicable Withholding Agent shall be required by applicable law to deduct any Taxes from or in respect of any sum payable under any Loan Document to any Lender or any Agent, (A) the applicable Withholding Agent shall make such deductions and (B) the applicable Withholding Agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If a Loan Party shall be required by applicable law to deduct any Taxes (other than (i) Taxes required to be deducted by way of a Tax Deduction in which case the provisions of Section 2.16(g) and Section 2.16(h) shall apply or (ii) Excluded Taxes) from or in respect of any sum payable under any Loan Document to any Lender or any Agent, the sum payable by the applicable Loan Party shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.16) such Lender or such Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made. (b) In addition, without duplication of any other obligation set forth in this Section 2.16, the Reporting Entity shall, or shall cause the applicable Loan Party to, pay to the relevant Governmental Authority any present or future stamp, court or documentary, intangible, recording, filing Taxes and any other similar Taxes, that arise from any payment made by it under any Loan Document or from the execution, delivery, performance or registration of, or otherwise with respect to, any Loan Document, except to the extent such Taxes are Other Connection Taxes imposed with respect to a sale, an assignment or the designation of a new Applicable Lending Office (other than an assignment or designation made pursuant to Section 2.21) (hereinafter referred to as “Other Taxes”). (c) Without duplication of any other obligation set forth in this Section 2.16, the Reporting Entity shall, or shall cause the applicable Loan Party to, indemnify each Lender and each Agent for the full amount of Taxes (other than (i) withholding Tax imposed by United Kingdom legislation which is compensated for by an increased payment under Section 2.16(g) or would have been so compensated but was not solely because one of the exclusions in Section 2.16(g)(iv) applied, (ii) withholding Tax imposed by Irish legislation which is compensated for by an increased payment under Section 2.16(h) or would have been so compensated but was not solely because one of the exclusions in Section 2.16(h)(iv) applied, (iii) any Excluded Taxes or (iv) for the avoidance of doubt, any Taxes which were compensated by an increased payment under Section 2.16(a)) and Other Taxes imposed on, payable or paid by such Lender or such Agent, as the case may be, in respect of Advances made to any Loan Party and any liability (including, without limitation, penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. This indemnification shall be made within 30 days from the date such Lender or such Agent, as the case may be, makes written demand therefor. A certificate as to the 57 amount of such payment or liability delivered to the Reporting Entity by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent demonstrable error. (d) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Taxes and without limiting the obligation of the Loan Parties to do so) and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.07(h) relating to the maintenance of a Participant Register, in either 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 describing in reasonable detail the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent demonstrable 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 paragraph (d). (e) As soon as practicable after the date of any payment of Taxes or Other Taxes for which any Loan Party is responsible under this Section 2.16, such Loan Party shall furnish to the Administrative Agent, at its address as specified pursuant to Section 9.02, the original or a certified copy of a receipt evidencing payment thereof. (f) Except in connection with withholding tax imposed by United Kingdom legislation (to which the provisions of Section 2.16(g) apply) or by Irish legislation (to which the provisions of Section 2.16(h) apply): (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the applicable Borrower and the Administrative Agent, or the applicable taxing authority, at the time or times prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable laws or by the taxing authorities of any applicable jurisdiction and such other documentation reasonably requested by such Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding and as may be required to secure any applicable exemption from, or reduction in the rate of, deduction or withholding imposed by any jurisdiction in respect of any payments to be made to such Lender hereunder from any applicable taxing authority. In addition, any Lender, if reasonably requested by the applicable Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding, including withholding tax imposed by United Kingdom or Irish legislation, or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such
58 documentation (other than such documentation set forth in Section 2.16(f)(ii) and (iii) 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: (x) any Lender that is a US Person shall deliver to the applicable 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 such Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; and (y) any Lender that is not a US Person (a “Non- US Lender”) shall, to the extent it is legally entitled to do so, deliver to the applicable 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 Non-US Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following is applicable: (A) in the case of a Non-US 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 IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W- 8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed originals of IRS Form W-8ECI; (C) in the case of a Non-US Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect that such Non- US Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E; or (D) to the extent a Non-US Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-US Lender is a partnership and one or more direct or indirect partners of such Non-US Lender are claiming the portfolio interest exemption, such Non-US 59 Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner; (iii) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the applicable Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by such Borrower or the Administrative Agent as may be necessary for such Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for the purposes of this clause 2.16(f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (g) United Kingdom Tax Gross-Up. (i) Each Loan Party shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. (ii) The Reporting Entity shall promptly upon becoming aware that a Loan Party must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the Reporting Entity and such Loan Party. (iii) If a Tax Deduction is required by law to be made by a Loan Party, the amount of the payment due from such Loan Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) A payment shall not be increased under paragraph (iii) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due: (A) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a 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; or
60 (B) the relevant Lender is a Treaty Lender and the Loan Party making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under Section 2.16(g)(vii) or (viii) (as applicable); or (C) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(2) of the definition of Qualifying Lender and: (1) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Borrower making the payment a certified copy of that Direction; and (2) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (D) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(2) of the definition of Qualifying Lender and: (1) the Lender has not given a Tax Confirmation to the relevant Borrower; and (2) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the relevant Borrower, on the basis that the Tax Confirmation would have enabled the relevant Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA. (v) If a Loan Party is required to make a Tax Deduction, such Loan Party shall make such Tax Deduction and any payment required in connection with such Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty days of making either a Tax Deduction or any payment required in connection with such Tax Deduction, the Loan Party making such Tax Deduction shall deliver to the Administrative Agent for the Lender Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) (A) Subject to (B) below, a Treaty Lender and each Loan Party which makes a payment to which such Treaty Lender is entitled shall cooperate in completing any procedural formalities necessary for such Loan Party to obtain authorization to make such payment without a Tax Deduction. 61 (B) (1) A Treaty Lender which is a Lender on the date on which this Agreement is entered into and which (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name on Schedule I; and (2) a New Lender that (x) is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes, and having done so, that Lender shall be under no obligation pursuant to paragraph (vii)(A), or for the avoidance of doubt, Section 2.16(f), above. (viii) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(vii) above and: (A) a Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or (B) a Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but: (1) such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given such Borrower authority to make payments to such Lender without Tax Deduction within 60 days of the date of such Borrower DTTP Filing; and in each case, such Borrower has notified that Lender in writing of either (1) or (2) above, then such Lender and such Borrower shall cooperate in completing any additional procedural formalities necessary for such Borrower to obtain authorization to make that payment without a Tax Deduction. (ix) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(vii) above, no Loan Party shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Advance unless the Lender otherwise agrees. (x) A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender.
62 (xi) Each Lender which becomes a party to this Agreement after the date of this Agreement shall indicate in the Assignment and Acceptance which it executes on becoming a party, and for the benefit of the Administrative Agent and without liability to any Loan Party, which of the following categories it falls in: (A) not a Qualifying Lender (B) a Qualifying Lender (other than a Treaty Lender); or (C) a Treaty Lender. If a New Lender fails to indicate its status in accordance with this Section 2.16(g)(xi) then such New Lender shall be treated for the purposes of this Agreement (including by each Loan Party) as if it is not a 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 Loan Party). For the avoidance of doubt, an Assignment and Acceptance shall not be invalidated by any failure of a Lender to comply with this Section 2.16(g)(xi). (xii) A UK Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a Tax Confirmation to the relevant Borrower by entry into this Agreement. (xiii) A UK Non-Bank Lender shall promptly notify the relevant Borrower and the Administrative Agent if there is any change in the position from that set forth in the Tax Confirmation. (h) Irish Tax Gross-Up. (i) Each Loan Party shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. (ii) The Reporting Entity shall promptly upon becoming aware that a Loan Party must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the Reporting Entity and such Loan Party. (iii) If a Tax Deduction is required by law to be made by a Loan Party, the amount of the payment due from such Loan Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) A payment shall not be increased under paragraph (iii) above by reason of a Tax Deduction on account of Tax imposed by the Revenue Commissioners of Ireland, if on the date on which the payment falls due (A) the payment could have been made to the Lender without a Tax Deduction if the Lender had been an Irish Qualifying Lender but, on 63 that date, the Lender is not or has ceased to be an Irish 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 Irish Tax Treaty, or any published practice or published concession of any relevant tax authority, or (B) the relevant Lender is an Irish Treaty Lender and the Loan Party making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under this Section 2.16(h). (v) If a Loan Party is required to make a Tax Deduction, such Loan Party shall make such Tax Deduction and any payment required in connection with such Tax Deduction within the time allowed and in the minimum amount required by law. (vi) Within thirty days of making either a Tax Deduction or any payment required in connection with such Tax Deduction, the Loan Party making such Tax Deduction shall deliver to the Administrative Agent for the Lender Party entitled to the payment evidence reasonably satisfactory to that Lender Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vii) An Irish Treaty Lender and each Loan Party which makes a payment to which such Irish Treaty Lender is entitled shall cooperate in completing any procedural formalities necessary for such Loan Party to obtain authorization to make such payment without an Irish Tax Deduction. (viii) Each Lender which becomes a party hereto on the day on which this Agreement is entered into confirms that, on such date, it is an Irish Qualifying Lender. Each Lender which becomes a party to this Agreement after the date of this Agreement shall indicate in the Assignment and Acceptance which it executes on becoming a party, and for the benefit of the Administrative Agent and without liability to any Loan Party, whether or not it is an Irish Qualifying Lender. If a New Lender fails to indicate its status in accordance with this Section 2.16(h)(vii) then such New Lender shall be treated for the purposes of this Agreement (including by each Loan Party) as if it is not an Irish 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 Loan Party). For the avoidance of doubt, an Assignment and Acceptance shall not be invalidated by any failure of a Lender to comply with this Section 2.16(h)(vii). (i) (i) Each party hereto may make any deduction it is required to make by FATCA, and any payment required in connection with such deduction, and no party hereto shall be required to increase any payment in respect of which it makes such a deduction or otherwise compensate the recipient of the payment for such deduction; and (ii) Each party hereto shall promptly, upon becoming aware that it must make a deduction as required by FATCA (or that there is any change in the rate or the basis of such deduction), notify the party to whom it is making the payment and, in addition, shall notify the Reporting Entity and the Administrative Agent and the Administrative Agent shall notify the other Finance Parties.
64 (j) In the event that an additional payment is made under Section 2.16(a) or 2.16(c) for the account of any Lender and such Lender, in its sole discretion exercised in good faith, determines that it has received a refund of any tax paid or payable by it in respect of or calculated with reference to the deduction or withholding giving rise to such additional payment, such Lender shall, to the extent that it reasonably determines that it can do so without prejudice to the retention of the amount of such refund, pay to the applicable Borrower such amount as such Lender shall, in its reasonable discretion exercised in good faith, have determined is attributable to such deduction or withholding and will leave such Lender (after such payment) in no worse position than it would have been had such Borrower not been required to make such deduction or withholding. Nothing contained in this Section 2.16(j) shall (i) interfere with the right of a Lender to arrange its tax affairs in whatever manner it thinks fit or (ii) oblige any Lender to disclose any information relating to its tax returns, tax affairs or any computations in respect thereof or (iii) require any Lender to take or refrain from taking any action that would prejudice its ability to benefit from any other credits, reliefs, remissions or repayments to which it may be entitled. (k) Each participant of an interest in any Commitment, Advance or Loan Document hereunder shall be entitled to the benefits of this Section 2.16 (subject to the requirements and limitations herein, including the requirements under Section 2.16(f), (g) and (h) (it being understood that the documentation required under Section 2.16(f) shall be delivered to the participating Lender and the information and documentation required under 2.16(g) and 2.16(h) will be delivered to the applicable Borrower and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment hereunder; provided that such participant (A) agrees to be subject to the provisions of Section 2.21 as if it were an assignee hereunder; and (B) shall not be entitled to receive any greater payment under this Section 2.16, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the participant acquired the applicable participation. (l) Each party’s obligations under this Section 2.16 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 the Loan Documents. (m) For purposes of this Section 2.16, the term “applicable law” includes FATCA. SECTION 2.17 Sharing of Payments, Etc. Subject to Section 2.20 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advances owing to it (other than pursuant to Section 2.02(c), 2.13, 2.14(a), 2.16 or, 9.04(c) or 9.04(d)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery 65 together with an amount equal to such Lender’s ratable share (according to the proportion of (a) the amount of such Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. It is acknowledged and agreed that the foregoing provisions of this Section 2.17 reflect an agreement entered into solely among the Lenders (and not any Borrower or any Loan Party) and the consent of any Borrower or any Loan Party shall not be required to give effect to the acquisition of a participation by a Lender pursuant to such provisions or with respect to any action taken by the Lenders or the Administrative Agent pursuant to such provisions. The provisions of this Section 2.17 shall not be construed to apply to (A) any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant permitted hereunder. SECTION 2.18 Use of Proceeds . The proceeds of the Advances shall be available, and each applicable Borrower agrees that such proceeds shall be applied, to finance, in part, the Acquisition, including the refinancing, prepayment, repayment, redemption, repurchase, settlement upon conversion, discharge or defeasance of certain existing Debt of the Target and its Subsidiaries (as elected by the Reporting Entity in its sole discretion) (it being understood and agreed that proceeds of the Advances may be held by the Borrowers in cash or cash equivalents or used to pay down borrowings under the Revolving Credit Agreement pending application or reborrowing under the Revolving Credit Agreement in respect of any such refinancing, prepayment, repayment, redemption, repurchase, settlement, discharge or defeasance to be effected after the Closing Date), to pay all or a portion of the Transaction Costs and/or for general corporate purposes and working capital needs. SECTION 2.19 Evidence of Debt(a) . (a) The Register maintained by the Administrative Agent pursuant to Section 9.07(g) shall include (i) the date and amount of each Borrowing made hereunder by each Borrower, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from each Borrower hereunder and each Lender’s share thereof. (b) Entries made reasonably and in good faith by the Administrative Agent in the Register pursuant to subsection (a) above shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from each Borrower to each Lender under this Agreement, absent demonstrable error; provided, however, that the failure of the Administrative Agent to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit, expand or otherwise affect the obligations of any Borrower under this Agreement. SECTION 2.20 Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender (it being understood that
66 the determination of whether a Lender is no longer a Defaulting Lender shall be made as described in Section 2.20(c)): (i) such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to Section 2.06(b) to the extent it is a Defaulting Lender on the date such fee accrues (for the avoidance of doubt fees attributable to funded Advances shall be payable); (ii) [Reserved]; (iii) to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitment and the outstanding Advances of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all or all affected Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase or extend the Commitment of such Defaulting Lender, postpone the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of, or stated rate of interest on, any amount owing to such Defaulting Lender or of the stated rate at which any fees payable to such Defaulting Lender hereunder are calculated (in each case, other than as permitted by Section 9.01(a)(iii)), or alter the terms of this proviso, will require the consent of such Defaulting Lender; and (iv) the Reporting Entity may, or may cause the applicable Borrower to, at its sole expense and effort, require such Defaulting Lender to assign and delegate its interests, rights and obligations under this Agreement pursuant to Section 9.07. (b) [Reserved]. (c) If the Borrowers and the Administrative Agent agree in writing in their discretion 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, such Lender will cease to be a Defaulting Lender and will be a Non- 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 such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. (d) Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 6.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.05 shall be applied at such time or times as follows: first, to the payment of any amounts owing by such Defaulting Lender to the 67 Administrative Agent hereunder; second, to the funding of any Advance; third, as the Reporting Entity may request, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, to the payment of any amounts owing to a 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 sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. 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 otherwise pursuant to this Section 2.20(d) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. SECTION 2.21 Mitigation(a) . (a) Each Lender shall promptly notify the applicable Borrower and the Administrative Agent of any event of which it has knowledge that will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith judgment, otherwise materially disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by any Loan Party to pay any amount pursuant to Section 2.13 or 2.16 or (ii) the occurrence of any circumstance described in Section 2.12 (and, if any Lender has given notice of any such event described in clause (i) or (ii) and thereafter such event ceases to exist, such Lender shall promptly so notify such Loan Party and the Administrative Agent). In furtherance of the foregoing, each Lender will (at the request of such Loan Party) designate a different funding office if, in the judgment of such Lender, such designation will avoid (or reduce the cost to such Loan Party of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith judgment, be otherwise materially disadvantageous to such Lender. The Reporting Entity hereby agrees to, or to cause the applicable Loan Party to, pay all reasonable costs and expenses incurred by any Lender in connection with any such designation. (b) Notwithstanding any other provision of this Agreement, if any Lender fails to notify the applicable Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to Section 2.13 within 180 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from such Borrower for any amount arising prior to the date which is 180 days before the date on which such Lender notifies such Borrower of such event or circumstance. SECTION 2.22 VAT. Notwithstanding anything in Section 2.16 to the contrary: (a) All amounts expressed to be payable under a Loan Document by any Loan Party to a Lender Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Lender Party to any Loan Party under a Loan Document and such Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Lender Party (in addition to and at the same time as paying any other consideration for such supply or, if later,
68 on presentation of a valid VAT invoice) an amount equal to the amount of the VAT (and such Lender Party must promptly provide an appropriate VAT invoice to that Loan Party). (b) If VAT is or becomes chargeable on any supply made by any Lender Party (the “Supplier”) to any other Lender Party (the “Recipient”) under a Loan Document, and any Loan Party other than the Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Loan Document requires any Loan Party to reimburse or indemnify a Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Section 2.22 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the Person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC or as implemented by a European Member State, or equivalent provisions in any other jurisdiction). (e) In relation to any supply made by a Lender Party to any Loan Party under a Loan Document, if reasonably requested by such Lender Party, that Loan Party must promptly provide such Lender Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Lender Party’s VAT reporting requirements in relation to such supply. 69 ARTICLE III CONDITIONS TO EFFECTIVENESS AND CLOSING SECTION 3.01 Conditions Precedent to Effective Date. This Agreement shall become effective as of the first date on which only the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waived in accordance with Section 9.01): (a) The Administrative Agent (or its counsel) shall have received from each Borrower and each Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed such a counterpart. (b) All fees and reasonable out-of-pocket expenses of the Administrative Agent, Joint Lead Arrangers and Lenders (including the invoiced fees and expenses of counsel to the Administrative Agent) that are required to be reimbursed or paid on or prior to the Effective Date under the Fee Letter or the other Loan Documents effective on the Effective Date shall be paid, to the extent invoiced by the relevant person at least three Business Days prior to the Effective Date. (c) The Administrative Agent (or its counsel) shall have received on or before the Effective Date: (i) Certified copies of the resolutions (or extracts thereof) or similar authorizing documentation of the governing bodies of each Borrower authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of each Borrower, but only where such concept is applicable (it being understood that no such certificate will be provided by STERIS Irish FinCo, STERIS plc or any Borrower that is an entity organized under the laws of England and Wales); (iii) A customary certificate of STERIS plc, STERIS Corporation and each other Borrower (i) attaching the charter, by-laws and/or other organizational documents of STERIS plc, STERIS Corporation and each other Borrower and (ii) certifying the names and true signatures of the officers and/or directors of STERIS plc, STERIS Corporation and each other Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; and (iv) A favorable opinion letter of Jones Day and other legal counsel to STERIS plc, STERIS Corporation and each other Borrower reasonably satisfactory to the Administrative Agent, in each case in form and substance reasonably acceptable to the
70 Administrative Agent (and covering STERIS plc, STERIS Corporation and each other Borrower); and (v) A customary solvency certificate in form and substance reasonably acceptable to the Administrative Agent signed by the chief financial officer of STERIS plc confirming that as of the Effective Date (a) the fair value of the assets of the Reporting Entity and its Subsidiaries on a consolidated basis will exceed its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the assets of the Reporting Entity and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) the Reporting Entity and its Subsidiaries on a consolidated basis will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d) the Reporting Entity and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the business in which it is engaged, as such business is now conducted and is proposed to be conducted following the Effective Date. (d) (i) The Administrative Agent shall have received, on or prior to the Effective Date, so long as requested no less than ten Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case relating to each Borrower and (ii) to the extent a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to such Borrower at least ten Business Days prior to the Effective Date, a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation (a “Beneficial Ownership Certification”) in relation to such Borrower, shall have received at least three Business Days prior to the Effective Date such Beneficial Ownership Certification (provided that, unless written notice is given to the Administrative Agent and such Borrower by such Lender at least three Business Days prior to the Effective Date specifying that this condition has not been satisfied and specifying the details thereof, the condition set forth in this clause (ii) shall be deemed to be satisfied with respect to such Lender). SECTION 3.02 Conditions Precedent to Closing Date. The Commitments shall be available on and as of the first date on which only the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waived in accordance with Section 9.01): (a) The Effective Date shall have occurred prior to (or shall occur concurrently with) the Closing Date. (b) All fees and reasonable out-of-pocket expenses of the Administrative Agent, Joint Lead Arrangers and Lenders (including the invoiced fees and expenses of counsel to the Administrative Agent) that are required to be reimbursed or paid on or prior to the Closing Date under the Fee Letter or the other Loan Documents effective on the Closing Date shall be paid, to the extent invoiced by the relevant person at least three Business Days prior to the Closing Date. 71 (c) [Reserved]. (d) The following representations and warranties shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) on and as of the Closing Date, except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) as of such earlier date: (i) such representations and warranties made by the Target (or its Affiliates) in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that STERIS plc (or any of its Subsidiaries) has the right to terminate its respective obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement as a result of any inaccuracy of such representations in the Acquisition Agreement (determined without regard to whether any notice is required to be delivered by STERIS plc) and (ii) the Specified Representations. (e) [Reserved]. (f) The Joint Lead Arrangers shall have received the Required Financial Statements; provided that (i) STERIS plc’s filing with the Securities and Exchange Commission of any (x) audited Required Financial Statements with respect to STERIS plc and its Subsidiaries on Form 10-K or (y) unaudited Required Financial Statements with respect to STERIS plc and its Subsidiaries on Form 10-Q, in each case, will satisfy the requirements of this clause (f) with respect to clauses (a) or (c), as applicable, of the definition of Required Financial Statements and (ii) the Target’s filing with the Securities and Exchange Commission of any (x) audited Required Financial Statements with respect to the Target and its subsidiaries on Form 10-K or (y) unaudited Required Financial Statements with respect to the Target and its subsidiaries on Form 10-Q, in each case, will satisfy the requirements of this clause (f) with respect to clauses (b) or (d), as applicable, of the definition of Required Financial Statements. The Joint Lead Arrangers hereby acknowledge receipt of each of the financial statements for (i) STERIS plc for the fiscal years ended March 31, 2019 and 2020 and the fiscal quarters ended June 30, 2020 and September 30, 2020, and (ii) the Target for the fiscal years ended July 31, 2020, 2019 and 2018 and the fiscal quarter ended October 31, 2020. (g) The Joint Lead Arrangers shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of STERIS plc and its consolidated Subsidiaries as of and for the fiscal year ended March 31, 2020 and the nine-month period ended December 31, 2020, prepared so as to give effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting.
72 (h) Since January 12, 2021, there has not occurred any Effect (as defined in the Acquisition Agreement as in effect on January 12, 2021) that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) The First Effective Time shall have occurred or substantially concurrently with the occurrence of the Closing Date, shall occur, in all material respects in accordance with the terms and conditions of the Acquisition Agreement, provided that no amendment, modification or waiver of any term thereof or any condition to STERIS plc’s obligation (or obligation of any Subsidiary of STERIS plc) to consummate the Acquisition thereunder or consent granted thereunder will be made or granted by STERIS plc or its Subsidiaries, as the case may be, without the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Administrative Agent (other than any such amendment, modification or waiver or consent that is not materially adverse to any interest of the Lenders in their capacities as such, it being understood that any (i) increase in the purchase price (other than an increase composed entirely of equity (or the proceeds of equity) of STERIS plc) or (ii) decrease of more than 10% of the purchase price before giving effect to any purchase price adjustment, in each case, other than any pricing adjustments expressly contemplated under the Acquisition Agreement, will require the consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, with any decrease of the purchase price (including any decrease of less than 10% of the purchase price before giving effect to any purchase price adjustment) to be allocated ratably to reduce (x) the Bridge Facility and the Commitments on a pro rata basis and (y) the equity consideration to be used to finance the Acquisition (unless the Administrative Agent consents to an alternative allocation)), and STERIS plc shall have delivered to the Administrative Agent a customary certificate as to the satisfaction of the conditions set forth in this Section 3.02(i). (j) Prior to or substantially contemporaneously with the availability of the Advances on the Closing Date, the Existing Target Credit Agreement shall be terminated with all principal, interest and accrued and unpaid invoiced fees and expenses thereunder then outstanding being repaid in full, and STERIS plc shall have delivered to the Administrative Agent customary evidence of such termination. (k) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. Without limiting the foregoing, the failure of any representation or warranty (other than the representations specified in Section 3.02(d) on the Closing Date) to be true and correct at any time when made or deemed made on or prior to the Effective Date or the Closing Date will not constitute the failure of a condition precedent to the effectiveness of this Agreement on the Effective Date or the obligations of each Lender to make the Advances on the Closing Date. ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.01 Representations and Warranties. Each Borrower represents and warrants on the Effective Date and the Closing Date as follows: 73 (a) Each Loan Party is duly organized or incorporated, validly existing and in good standing (to the extent that such concept exists) under the laws of its jurisdiction of organization or incorporation, except (other than with respect to any Borrower, to which this exception shall not apply) to the extent such failure would not be reasonably expected to have a Material Adverse Effect. (b) The execution, delivery and performance by each Loan Party of this Agreement and the other Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby (including the Acquisition), (i) are within such Loan Party’s organizational powers, (ii) have been duly authorized by all necessary organizational action and (iii) do not contravene (A) such Loan Party’s charter or by-laws or other organizational documents or (B) any law, regulation or contractual restriction binding on or affecting such Loan Party and (iv) will not result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Consolidated Group, except, in the case of clause (iii)(B) and (iv), as would not be reasonably expected to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrowers and each Guarantor of this Agreement or, except as has been, or shall be, made or obtained or as would not reasonably be expected to have a Material Adverse Effect, for the consummation of the transactions (including the Acquisition) contemplated hereby. (d) This Agreement and the other Loan Documents have been duly executed and delivered by the Loan Parties party thereto. This Agreement and the other Loan Documents are legal, valid and binding obligations of each Loan Party party thereto, enforceable against each such Loan Party in accordance with their terms, except as affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) Each of the financial statements set forth in clauses (a) and (c) of the definition of Required Financial Statements presents fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Reporting Entity and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, except as may be indicated in the notes thereto and subject to year-end audit adjustments and the absence of footnotes in the case of unaudited financial statements. (f) There is no action, suit, investigation, litigation or proceeding (including, without limitation, any Environmental Action), affecting the Consolidated Group pending or, to the knowledge of the Borrowers, threatened before any court, governmental agency or arbitrator that would reasonably be expected to be adversely determined, and if so determined, (a) would reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Consolidated Group taken as a whole (other than the litigation set forth on Schedule 4.01(f) attached hereto) or (b) would adversely affect the legality, validity and enforceability of any material provision of this Agreement in any material respect.
74 (g) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets of the Borrowers and of the Consolidated Group, on a Consolidated basis, subject to the provisions of Section 5.02(a) will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (h) Each of the Loan Parties and their Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by them, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan which would reasonably be expected to have a Material Adverse Effect. (j) Except as would not reasonably be expected to have a Material Adverse Effect, (i) as of the last annual actuarial valuation date prior to the Effective Date, no Plan was in at-risk status (as defined in Section 430(i)(4) of the Internal Revenue Code), and (ii) since such annual actuarial valuation date there has been no material adverse change in the funding status of any Plan that would reasonably be expected to cause such Plan to be in at-risk status (as defined in Section 430(i)(4) of the Internal Revenue Code). (k) Except as would not reasonably be expected to have a Material Adverse Effect, (i) none of the Borrowers nor any ERISA Affiliate (A) is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan or has incurred any such Withdrawal Liability that has not been satisfied in full or (B) has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA) or has been determined to be in “endangered” or “critical” status (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA), and (ii) no Multiemployer Plan is reasonably expected to be insolvent or in “endangered” or “critical” status. (l) (i) The operations and properties of the Consolidated Group comply in all respects with all applicable Environmental Laws and Environmental Permits except to the extent that the failure to so comply, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ii) all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without any ongoing obligations or costs except to the extent that such non-compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and (iii) no circumstances exist that would be reasonably expected to (A) form the basis of an Environmental Action against a member of the Consolidated Group or any of its properties that, either individually or in the aggregate, would have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that, either individually or in the aggregate, would have a Material Adverse Effect. (m) (i) None of the properties currently or formerly owned or operated by a member of the Consolidated Group is listed or proposed for listing on the NPL or on the CERCLIS 75 or any analogous foreign, state or local list or, to the best knowledge of the Borrowers, is adjacent to any such property other than such properties of a member of the Consolidated Group that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ii) there are no, and never have been any, underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed of on any property currently owned or operated by any member of the Consolidated Group or, to the best knowledge of the Borrowers, on any property formerly owned or operated by a member of the Consolidated Group that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by a member of the Consolidated Group that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by a member of the Consolidated Group or, to the best knowledge of the Borrowers, on any adjoining property that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (n) No member of the Consolidated Group is undertaking, and no member of the Consolidated Group has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by a member of the Consolidated Group have been disposed of in a manner that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (o) No member of the Consolidated Group is an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (each as defined in the Investment Company Act of 1940, as amended). Neither the making of any Advances nor the application of the proceeds or repayment thereof by the Borrowers, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (p) The Advances and all related obligations of the Loan Parties under this Agreement (including the Guaranty) rank at least pari passu with all other unsecured obligations of the Loan Parties that are not, by their terms, expressly subordinate to the obligations of the Loan Parties hereunder. (q) The proceeds of the Advances will be used in accordance with Section 2.18. (r) No member of the Consolidated Group or any of their respective officers or directors (a) has violated or is in violation of, in any material respect, or has engaged in any conduct or dealings that would be sanctionable under any applicable anti-money laundering law or
76 Sanctions or (b) is an Embargoed Person; provided that if any member of the Consolidated Group (other than the Borrowers) becomes an Embargoed Person pursuant to clause (b)(iii) of the definition thereof as a result of a country or territory becoming subject to any applicable Sanctions program after the Effective Date, such Person shall not be an Embargoed Person so long as (x) the Borrowers are, as applicable, taking reasonable steps to either obtain an appropriate license for transacting business in such country or territory or to cause such Person to no longer reside, be organized or chartered or have a place of business in such country or territory and (y) such Person’s residing, being organized or chartered or having a place of business in such country or territory would not be reasonably expected to have Material Adverse Effect. The Consolidated Group (i) has adopted and maintains policies and procedures designed to ensure compliance and are reasonably expected to continue to ensure compliance with any Sanction imposed by the United States and (ii) will use commercially reasonable efforts to adopt and maintain policies and procedures designed to ensure compliance with any applicable Sanction other than those imposed by the United States. (s) No member of the Consolidated Group is in violation, in any material respects, of any applicable law, relating to anti-corruption (including the FCPA and the United Kingdom Bribery Act of 2010 (“Anti-Corruption Laws”)) or counter-terrorism (including United States Executive Order No. 13224 on Terrorist Financing, effective September 24, 2011, the Patriot Act, the United Kingdom Terrorism Act of 2000, the United Kingdom Anti-Terrorism, Crime and Security Act of 2011, the United Kingdom Terrorism (United Nations Measures) Order of 2006, the United Kingdom Terrorism (United Nations Measures) Order of 2009 and the United Kingdom Terrorist Asset-Freezing etc. Act of 2010). The Consolidated Group (i) has adopted and maintains policies and procedures that are designed to ensure compliance and are reasonably expected to continue to ensure compliance with the FCPA and (ii) will use commercially reasonable efforts to adopt and maintain policies and procedures designed to ensure compliance with the United Kingdom Bribery Act of 2010. (t) [Reserved]. (u) [Reserved]. (v) [Reserved]. (w) Both on the Effective Date and immediately after the consummation of the transactions to occur on the Closing Date, including the Acquisition, the making of each Advance to be made on the Closing Date and the application of the proceeds of such Advances, (a) the fair value of the assets of the Reporting Entity and its Subsidiaries on a consolidated basis will exceed its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the assets of the Reporting Entity and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) the Reporting Entity and its Subsidiaries on a consolidated basis will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d) the Reporting Entity and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the business in which it is engaged, as 77 such business is now conducted and is proposed to be conducted following the Effective Date and the Closing Date, as applicable. (x) Since March 31, 2020, there has been no Material Adverse Change. (y) [Reserved]. (z) No Borrower or Guarantor is an EEA Financial Institution. ARTICLE V COVENANTS SECTION 5.01 Affirmative Covenants. From and after the making of the Advances on the Closing Date, so long as any Advance shall remain unpaid, the Reporting Entity will: (a) Compliance with Laws, Etc. Comply, and cause each member of the Consolidated Group to comply, with all applicable laws, rules, regulations and orders (such compliance to include, without limitation, compliance with ERISA and Environmental Laws), except to the extent that the failure to so comply, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) Payment of Taxes, Etc. Pay and discharge, or cause to be paid and discharged, before the same shall become delinquent, all Taxes, assessments and governmental charges levied or imposed upon a member of the Consolidated Group or upon the income, profits or property of a member of the Consolidated Group, in each case except to the extent that (i) the amount, applicability or validity thereof is being contested in good faith and by proper proceedings or (ii) the failure to pay such Taxes, assessments and charges, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (c) Maintenance of Insurance. Maintain, and cause each member of the Consolidated Group to maintain, insurance with responsible and reputable insurance companies or associations (or pursuant to self-insurance arrangements) in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which any member of the Consolidated Group operates. (d) Preservation of Existence, Etc. Do, or cause to be done, all things necessary to preserve and keep in full force and effect its and each other Loan Party’s (i) existence and (ii) rights (charter and statutory) and franchises; provided, however, that any Loan Party may consummate any merger or consolidation permitted under Section 5.02(b); and provided, further, that no Loan Party shall be required to preserve any such right or franchise if the management of the Borrowers shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Loan Party and that the loss thereof is not disadvantageous in any material respect to the Lenders. (e) Visitation Rights. At any reasonable time and from time to time during normal business hours (but not more than once annually if no Event of Default has occurred and
78 is continuing), upon reasonable notice to the Borrowers, permit the Administrative Agent or any of the Lenders, or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account, and visit the properties, of the Consolidated Group, and to discuss the affairs, finances and accounts of the Consolidated Group with any of the members of the senior treasury staff of the Borrowers or any other Loan Party. (f) Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Consolidated Group sufficient to permit the preparation of financial statements in accordance with GAAP. (g) Maintenance of Properties, Etc. Cause all of its and the Consolidated Group’s properties that are used or useful in the conduct of its business or the business of any member of the Consolidated Group to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, and cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrowers may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, except, in each case, where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. (h) Guaranties. (w) Subject to clause (y) below, cause any member of the Consolidated Group (other than any Loan Party) that becomes an obligor in respect of any Existing STERIS Notes, the Term Loan Agreement, the Revolving Credit Agreement, the Bridge Facility, the Securities or other Material Indebtedness, to guarantee the Guaranteed Obligations pursuant to a joinder hereto substantially in the form of Exhibit D or any other form agreed by the Administrative Agent, within the later of (I) 60 days thereof and (II) the Closing Date (or such later date as the Administrative Agent may agree in its discretion). (x) Upon the occurrence of a Guaranty Trigger Event, cause, within the later of (I) 60 days of the Guaranty Trigger Date and (II) the Closing Date (or such later date as the Administrative Agent may agree in its discretion), (i) subject to clause (y) below, Synergy and its wholly-owned Subsidiaries that are Material Subsidiaries organized in England and Wales, (ii) subject to clause (z) below, each other wholly-owned Subsidiary that is a Material Subsidiary of the Reporting Entity (other than Synergy and its Subsidiaries) that is or becomes a Domestic Subsidiary (other than a Receivables Subsidiary), (iii) subject to clause (y) below, each Material Subsidiary of the Reporting Entity organized under the laws of Ireland or England and Wales (other than STERIS Dover) that is or becomes a direct or indirect parent of STERIS Corporation and (iv) any New PubCo, in each case, to guarantee the Guaranteed Obligations pursuant to a joinder hereto substantially in the form of Exhibit D or any other form agreed by the Administrative Agent (it being understood that any such joinder entered into pursuant to clause (iv) shall also join such New PubCo hereto as the “Reporting Entity”). 79 (y) In no event shall Synergy or its Subsidiaries organized in England and Wales or any Subsidiary of the Reporting Entity organized under the laws of Ireland or England and Wales that is or becomes a direct or indirect parent of STERIS Corporation be required to provide a guaranty hereunder if the Reporting Entity is treated as a United States corporation for United States federal tax purposes. If the Reporting Entity is treated as a United States corporation for United States federal tax purposes, any guarantees from Synergy or its Subsidiaries or any Subsidiary of the Reporting Entity organized under the laws of Ireland or England and Wales that is or becomes a direct or indirect parent of STERIS Corporation shall terminate automatically and each such guarantee will be void ab initio. (z) To the extent that a Guaranty Trigger Period is then in effect and the target or any subsidiary of the target in a Material Acquisition constitutes a wholly- owned Domestic Subsidiary that is a Material Subsidiary upon consummation of such Material Acquisition, use reasonable best efforts to cause such target and any such subsidiary of such target to guarantee the Guaranteed Obligations pursuant to a joinder hereto substantially in the form of Exhibit D or any other form agreed by the Administrative Agent within the later of (I) 60 days of the consummation of such Material Acquisition and (II) the Closing Date (or such later date as the Administrative Agent may agree in its discretion). (i) Transactions with Affiliates. Conduct, and cause each member of the Consolidated Group to conduct, all material transactions otherwise permitted under this Agreement with any of their Affiliates (excluding the members of the Consolidated Group) on terms that are fair and reasonable and no less favorable to the Reporting Entity or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate; provided that the restrictions of this Section 5.01(i) shall not apply to the following: (i) the payment of dividends or other distributions (whether in cash, securities or other property) with respect to any Equity Interests in a member of the Consolidated Group, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in such Person or any option, warrant or other right to acquire any such Equity Interests in such Person; (ii) payment of, or other consideration in respect of, compensation to, the making of loans to and payment of fees and expenses of and indemnities to officers, directors, employees or consultants of a member of the Consolidated Group and payment, or other consideration in respect of, directors’ and officers’ indemnities; (iii) transactions pursuant to any agreement to which a member of the Consolidated Group is a party on the date hereof and set forth in Schedule 5.01(i); (iv) transactions with joint ventures for the purchase or sale of property or other assets and services entered into in the ordinary course of business and in a manner consistent with past practices;
80 (v) [Reserved]; (vi) transactions approved by a majority of Disinterested Directors of the Borrowers or of the relevant member of the Consolidated Group in good faith; or (vii) any transaction in respect of which the Borrowers deliver to the Administrative Agent (for delivery to the Lenders) a letter addressed to the board of directors of the Borrowers (or the board of directors of the relevant member of the Consolidated Group) from an accounting, appraisal or investment banking firm that is in the good faith determination of the Borrowers qualified to render such letter, which letter states that such transaction is on terms that are no less favorable to the Borrowers or the relevant member of the Consolidated Group, as applicable, than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate. (j) Reporting Requirements. Furnish to the Administrative Agent for further distribution to the Lenders: (i) within 45 days after the end of each of the first three quarters of each fiscal year of the Reporting Entity, a Consolidated balance sheet of the Consolidated Group as of the end of such quarter and Consolidated statements of income and cash flows of the Consolidated Group for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified by the Chief Financial Officer, the Controller or the Treasurer of the Reporting Entity as having been prepared in accordance with GAAP (subject to the absence of footnotes and year-end audit adjustments); (ii) within 90 days after the end of each fiscal year of the Reporting Entity, a copy of the annual audit report for such year for the Consolidated Group, containing a Consolidated balance sheet of the Consolidated Group as of the end of such fiscal year and Consolidated statements of income and cash flows of the Consolidated Group for such fiscal year, in each case accompanied by an unqualified opinion or an opinion reasonably acceptable to the Required Lenders by Ernst & Young LLP or other independent public accountants of recognized national standing; (iii) simultaneously with each delivery of the financial statements referred to in subclauses (j)(i) and (j)(ii) of this Section 5.01, a certificate of the Chief Financial Officer, the Controller or the Treasurer of the Reporting Entity that no Default or Event of Default has occurred and is continuing (or if such event has occurred and is continuing the actions being taken by the Reporting Entity to cure such Default or Event of Default), including, if such covenant is tested at such time, setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03; (iv) as soon as possible and in any event within five days after any Responsible Officer shall have obtained knowledge of the occurrence of each Default continuing on the date of such statement, a statement of the Chief Financial Officer, the Controller or the Treasurer of the applicable Borrower setting forth details of such Default and the action that the Borrowers have taken and propose to take with respect thereto; 81 (v) promptly after the sending or filing thereof, copies of all reports that the Reporting Entity sends to any of its securityholders, in their capacity as such, and copies of all reports and registration statements that members of the Consolidated Group file with the Securities and Exchange Commission or any national securities exchange (excluding routine reports filed with the New York Stock Exchange and any reports filed with the Regulatory News Service to satisfy London Stock Exchange Requirements); (vi) promptly after a Responsible Officer obtains knowledge of the commencement thereof, notice of all actions, suits, investigations, litigations and proceedings before any court, governmental agency or arbitrator affecting the Consolidated Group of the type described in Section 4.01(f)(b); and (vii) such other information respecting the Consolidated Group as any Lender through the Administrative Agent may from time to time reasonably request. (k) Repayment of Target Debt. On or prior to the date that is 120 days after the Closing Date, (i) settle any and all Existing Target Notes for which the holder thereof exercises its conversion privilege in connection with the occurrence of a Make-Whole Fundamental Change (as defined in the indenture governing such Existing Target Notes) triggered by the Acquisition in accordance with the terms of the indenture governing such Existing Target Notes; provided that nothing herein shall require the settlement of any Existing Target Notes prior to the expiration of any applicable Observation Period (as defined in the indenture governing the Existing Target Notes) and (ii) to the extent that less than all Existing Target Notes are settled pursuant to clause (i) above, repurchase in accordance with the indenture governing the Existing Target Notes any Existing Target Notes surrendered for repurchase under Section 15 of the indenture governing the Existing Target Notes in connection with the occurrence of a Fundamental Change (as defined in the indenture governing such Existing Target Notes) triggered by the Acquisition. (l) OFAC and FCPA. The Loan Parties shall ensure and shall cause each member of the Consolidated Group and their respective officers and directors (in their capacity as officers and directors, as applicable, of members of the Consolidated Group) to ensure that, to their knowledge, the proceeds of any Advances shall not be used by such Persons (i) to fund any activities or business of or with any Embargoed Person, or in any country or territory, that at the time of such funding is the target of any Sanctions, to the extent such activity or business is prohibited by Sanctions, (ii) in any other manner that would result in a violation of any Sanctions by the Agents, Lenders, the Reporting Entity or any member of the Consolidated Group or (iii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws. Information required to be delivered pursuant to subsections (i), (ii) and (v) of Section 5.01(j) above shall be deemed to have been delivered if such information, or one or more annual or quarterly or other reports or proxy statements containing such information, shall have been posted and available on the website of the Securities and Exchange Commission at http://www.sec.gov. Information required to be furnished pursuant to this Section 5.01 may also be furnished by electronic communications pursuant to procedures approved by the Administrative Agent. The Borrowers hereby acknowledge that the Administrative Agent and/or the Joint Lead
82 Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar secure electronic system (the “Platform”). SECTION 5.02 Negative Covenants. From and after the making of the Advances on the Closing Date, so long as any Advance shall remain unpaid, the Reporting Entity will not and will not permit any member of the Consolidated Group to: (a) Liens, Etc. Create, assume or suffer to exist any Lien upon any of its property or assets (other than Unrestricted Margin Stock), whether now owned or hereafter acquired; provided that this Section shall not apply to the following: (i) Liens for taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (ii) other statutory, common law or contractual Liens incidental to the conduct of its business or the ownership of its property and assets that (A) were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and (B) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (iii) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) pledges or deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (v) Liens on property or assets to secure obligations owing to any member of the Consolidated Group; (vi) (A) purchase money Liens on fixed or capital assets or for the deferred purchase price of property; provided that such Lien is limited to the purchase price and only attaches to the property being acquired, constructed or improved and, for the avoidance of doubt, proceeds thereof; provided further that purchase money Liens in favor of any lender may be cross-collateralized with respect to other obligations of such type owing to such lender and (B) capital or finance leases; (vii) easements, zoning restrictions or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any member of the Consolidated Group; (viii) Liens existing on the Effective Date and, to the extent securing obligations in excess of $25,000,000, set forth on Schedule 5.02(a) hereto; 83 (ix) any Lien granted to the Administrative Agent, for the benefit of the Lenders; (x) Liens on Receivables Related Assets of a Receivables Subsidiary in connection with the sale of such Receivables Related Assets pursuant to Section 5.02(f)(iii) hereof; (xi) in addition to the Liens permitted herein, additional Liens, so long as the aggregate principal amount of all Debt and other obligations secured by such Liens, when taken together with, without duplication, the principal amount of all Debt of Subsidiaries that are not Guarantors incurred pursuant to Section 5.02(e)(viii) below, does not exceed an amount equal to 10% of the Consolidated Total Assets at the time such Debt or other obligation is created or incurred; (xii) Permitted Encumbrances; (xiii) any Lien existing on any property or asset prior to the acquisition thereof by any member of the Consolidated Group or existing on any property or assets of any Person at the time such Person becomes a Subsidiary after the Effective Date; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, and (ii) such Lien does not apply to any other property or assets of any member of the Consolidated Group (other than Persons who become members of the Consolidated Group in connection with such acquisition); (xiv) Liens arising in connection with any margin posted related to Hedge Agreements entered other than for speculative purposes; (xv) any extension, renewal or replacement (or successive renewals or replacements) in whole or in part of any Lien referred to in clauses (vi), (viii), (xi) and (xiii) of this Section 5.02(a); provided that (x) the principal amount of the obligations secured thereby shall be limited to the principal amount of the obligations secured by the Lien so extended, renewed or replaced (and, to the extent provided in such clauses, extensions, renewals and replacements thereof), (y) such Lien shall be limited to all or a part of the assets that secured the obligation so extended, renewed or replaced and (z) in the case of any extension, renewal or replacement (or successive renewals or replacements) in whole or in part of any Lien referred to in clause (xi) of this Section 5.02(a) such extension, renewal or replacement (or successive renewals or replacements) shall utilize basket capacity under such clause (xi) prior to any excess amount not permitted thereunder being permitted under this clause (xv); (xvi) Liens on the products and proceeds (including, without limitation, insurance condemnation and eminent domain proceeds) of and accessions to, and contract or other rights (including rights under insurance policies and product warranties) derivative of or relating to, property subject to Liens under any of the paragraphs of this Section 5.02(a); and
84 (xvii) Liens on the proceeds of Specified Indebtedness deposited with a trustee or paying agent or otherwise segregated or held in trust or under an escrow or other funding arrangement with respect to a Pending Transaction prior to the consummation of such Pending Transaction. (b) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (other than Unrestricted Margin Stock) (whether now owned or hereafter acquired) to, any Person, except that: (i) any member of (x) the Consolidated Group other than the Borrowers may merge or consolidate with or into or (y) the Consolidated Group may convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets to, in each case of clause (x) and (y), any other member of the Consolidated Group; (ii) any Borrower may merge or consolidate with or into any other Person (including, but not limited to, any member of the Consolidated Group) so long as (A) such Borrower is the surviving entity or (B) the surviving entity shall succeed, by agreement, including an agreement where such succession occurs by operation of law, in any case reasonably satisfactory in substance to the Administrative Agent (and such agreement shall be provided to the Administrative Agent prior to the closing of such merger or consolidation), to all of the businesses and operations of such Borrower and shall assume all of the rights and obligations of such Borrower under this Agreement and the other Loan Documents; (iii) any member of the Consolidated Group (other than the Borrowers) may merge or consolidate with or into another Person, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets so long as (A) the consideration received in respect of such merger, consolidation, conveyance, transfer, lease or other disposition is at least equal to the fair market value of such assets as determined in good faith by the Reporting Entity and (B) no Material Adverse Effect would reasonably be expected to result from such merger, consolidation, conveyance, transfer, lease or other disposition; and (iv) any member of the Consolidated Group (other than the Borrowers) may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets to another Person to effect (A) a transaction permitted by Section 5.02(f) (other than clause (vii)(ii) thereof) or (B) a merger or consolidation with or into such Person where such merger or consolidation results in such Person or the entity into which such Person is merged or consolidated becoming a member of the Consolidated Group; provided, in the cases of clauses (i), (ii) and (iii) hereof, that no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. 85 (c) Accounting Changes. Change the Reporting Entity’s fiscal year-end from March 31 of each calendar year. (d) Change in Nature of Business. Make any material change in the nature of the business of the Consolidated Group, taken as a whole, from that carried out by STERIS plc and its Subsidiaries on the Effective Date; it being understood that this Section 5.02(d) shall not prohibit (i) the Transactions or (ii) members of the Consolidated Group from conducting any business or business activities incidental or related to such business as carried on as of the Effective Date or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto. (e) Subsidiary Indebtedness. Permit any member of the Consolidated Group that is not a Borrower or a Guarantor to incur Debt of any kind; provided that this Section shall not apply to any of the following (without duplication): (i) Debt incurred under the Loan Documents; (ii) Debt of any member of the Consolidated Group to any member of the Consolidated Group; provided that such Debt shall not have been transferred to any other Person (other than to any member of the Consolidated Group); (iii) Debt outstanding on the Effective Date and, to the extent in respect of obligations in excess of $25,000,000, set forth on Schedule 5.02(e) (it being understood that any Debt in excess of $25,000,000 outstanding on the Effective Date that is otherwise permitted under another clause of Section 5.02(e) need not be set forth on Schedule 5.02(e) in order to be so permitted under such other clause) and any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part); provided that the outstanding principal amount of any such Debt may only be increased (x) to the extent of any accrued interest, premiums, fees, costs and expenses incurred in connection with the extension, renewal, refinancing, refunding, replacement or restructuring of such Debt or (y) to the extent any such increase is permitted to be incurred under any other clause of this Section 5.02(e); (iv) (i) Debt of any member of the Consolidated Group incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including capital or finance leases and any Debt assumed in connection with the acquisition of any such assets (provided that such Debt is incurred or assumed prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part); provided that the aggregate principal amount of Debt permitted by this clause (iv) shall not exceed $100,000,000 at any time outstanding;
86 (v) Debt under or related to Hedge Agreements entered into for non-speculative purposes; (vi) letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Debt) in the ordinary course of business; (vii) Debt of Receivables Subsidiaries in respect of Permitted Receivables Facilities in an aggregate principal amount at any time outstanding not to exceed $250,000,000; (viii) (i) any other Debt (not otherwise permitted under this Agreement), and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this clause (viii), provided that, the aggregate principal amount of (1) all Debt incurred under this clause (viii) and (2) without duplication, all Debt and other obligations secured by Liens incurred under Section 5.02(a)(xi) shall not exceed 10% of Consolidated Total Assets at the time such Debt is incurred (except that Debt incurred in reliance on clause (ii) of this Section 5.02(e)(viii) will in any event be permitted (but will utilize basket capacity under this clause (viii)) so long as the principal amount of such Debt does not exceed the principal amount of the Debt extended, renewed, refinanced, refunded, replaced or restructured plus any accrued interest, premiums, fees, costs and expenses incurred in connection with the extension, renewal, refinancing, refunding, replacement or restructuring of such Debt); (ix) Debt owed to any officers or employees of any member of the Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding; (x) guarantees of any Debt permitted pursuant to this Section 5.02(e); (xi) Debt in respect of bid, performance, surety bonds or completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such bid, performance, surety or completion obligations; (xii) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations; (xiii) Debt in connection with overdue accounts payable, which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; 87 (xiv) Debt arising or incurred as a result of or from the adjudication or settlement of any litigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group; provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 6.01(f); (xv) Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; and (xvi) (i) Debt of any Person which becomes a Subsidiary after the Effective Date or is merged with or into or consolidated or amalgamated with any member of the Consolidated Group after the Effective Date and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person; provided that (A) such Debt existed at the time such Person became a Subsidiary or of such merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof and (B) immediately after such Person becomes a Subsidiary or such merger, consolidation, amalgamation or acquisition, (x) no Default shall have occurred and be continuing and (y) the Reporting Entity shall be in compliance with Section 5.03 on a pro forma basis; and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the outstanding principal amount of any such Debt may only be increased (x) to the extent of any accrued interest, premiums, fees, costs and expenses incurred in connection with the extension, renewal, refinancing, refunding, replacement or restructuring of such Debt or (y) to the extent any such increase is permitted to be incurred under any other clause of this Section 5.02(e). (f) Dispositions. Convey, sell, assign, transfer or otherwise dispose of (each, a “Disposition”) any of its property or assets outside the ordinary course of business, other than to any member of the Consolidated Group, except for: (i) Dispositions of assets and property that are (i) obsolete, worn, damaged, uneconomic or otherwise deemed by any member of the Consolidated Group to no longer be necessary or useful in the operation of such member of the Consolidated Group’s current or anticipated business or (ii) replaced by other assets or property of similar suitability and value; (ii) Dispositions of cash and Cash Equivalents; (iii) Dispositions of accounts receivable (i) in connection with the compromise or collection thereof, (ii) deemed doubtful or uncollectible in the reasonable discretion of any member of the Consolidated Group, (iii) obtained by any member of the Consolidated Group in the settlement of joint interest billing accounts, (iv) granted to settle collection of accounts receivable or the sale of defaulted accounts arising in connection with the
88 compromise or collection thereof and not in connection with any financing transaction or (v) in connection with a Permitted Receivables Facility; (iv) any other Disposition (not otherwise permitted under this Agreement) of any assets or property; provided that after giving effect thereto, the Reporting Entity would be in pro forma compliance with the covenants set forth in Section 5.03; (v) Dispositions by any member of the Consolidated Group of all or any portion of any Subsidiary that is not a Material Subsidiary; (vi) leases, licenses, subleases or sublicenses by any member of the Consolidated Group of intellectual property in the ordinary course of business; (vii) Dispositions arising as a result of (i) the granting or incurrence of Liens permitted under Section 5.02(a) or (ii) transactions permitted under Section 5.02(b) (other than Section 5.02(b)(iii)) of this Agreement; (viii) any Disposition or series of related Dispositions that does not individually or in the aggregate exceed $10,000,000; (ix) Dispositions constituting terminations or expirations of leases, licenses and other agreements in the ordinary course of business; and (x) contributions of assets in the ordinary course of business to joint ventures entered into in the ordinary course of business. SECTION 5.03 Financial Covenants. From and after the making of the Advances on the Closing Date, as of the last day of the first fiscal quarter of the Reporting Entity ended on or after the Closing Date and on the last day of each fiscal quarter of the Reporting Entity ending thereafter (provided that compliance with the financial covenants shall not be a condition to the occurrence of the Closing Date): (a) The Reporting Entity will not permit the ratio of (x) Consolidated Total Debt at such time to (y) Consolidated EBITDA for the four consecutive fiscal quarter period ending as of such date to exceed 3.50 to 1.00; provided, that the ratio referenced in this Section 5.03(a) shall be increased by 0.25 to 1.00 after a Material Acquisition for a period of four fiscal quarters after the date of such Material Acquisition; and (b) The Reporting Entity will not permit the ratio of Consolidated EBITDA to Consolidated Interest Expense for the period of four fiscal quarters ending on such date, to be less than 3.00:1.00. SECTION 5.04 Limitations on Actions of Administrative Agent and Lenders Between the Effective Date and the Closing Date. During the period from and including the Effective Date to and including the earlier of the Commitment Termination Date and the Closing Date, and notwithstanding (a) that any representation made on the Effective Date was incorrect, (b) any provision to the contrary in any Loan Document or (c) that any condition to the occurrence 89 of the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (i) cancel any of its Commitments (except as set forth in Section 2.07), (ii) rescind, terminate or cancel the Loan Documents, or (iii) refuse to participate in making its Advances when required to do so under this Agreement; provided in each case that the applicable conditions precedent to the making of such Advances set forth in Section 3.02 have been satisfied, and provided further that subsequent to the making of the Advances on the Closing Date, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing. Notwithstanding the foregoing or anything to the contrary provided herein, Sections 5.01, 5.02, 5.03 and 6.01 shall not become effective until immediately after the making of the Advances on the Closing Date. ARTICLE VI EVENTS OF DEFAULT SECTION 6.01 Events of Default. From and after the making of the Advances on the Closing Date, if any of the following events (“Events of Default”) shall occur and be continuing: (a) any Loan Party, as applicable, shall fail (i) to pay any principal of any Advance when the same becomes due and payable or (ii) to pay any interest on any Advance or make any payment of fees or other amounts payable under this Agreement within five Business Days after the same becomes due and payable; or (b) any representation or warranty made by a Loan Party herein or in any other Loan Document or by a Loan Party (or any of its officers or directors) in connection with this Agreement or in any certificate or other document furnished pursuant to or in connection with this Agreement, if any, in each case shall prove to have been incorrect in any material respect when made or deemed made; or (c) (i) a Borrower shall fail to perform or observe any term, covenant or agreement contained in Sections 5.01(d)(i), 5.01(j)(iv), 5.02(a), 5.02(b), 5.02(d), 5.02(e), 5.02(f) or 5.03 or (ii) a Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(e) or clauses (i)-(iii) or (v)-(vii) of Section 5.01(j) if such failure shall remain unremedied for 10 Business Days after written notice thereof shall have been given to such Borrower by the Administrative Agent or any Lender, or (iii) a Borrower or any other Loan Party shall fail to perform or observe any other term, covenant or agreement contained in any Loan Document, if any, in each case on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to such Borrower by the Administrative Agent or any Lender; or (d) a Borrower, any Guarantor or any Significant Subsidiary shall fail to pay any principal of or premium or interest on any Material Indebtedness of such Borrower, or such Guarantor or such Significant Subsidiary, respectively, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and
90 such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or (e) any Loan Party or any Significant Subsidiary shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Loan Party or any Significant Subsidiary seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days; or the Loan Party or any Significant Subsidiary shall take any corporate action to authorize any of the actions set forth above in this Section 6.01(e); or (f) any one or more judgments or orders for the payment of money in excess of the greater of (x) $150,000,000 and (y) 3% of Consolidated Total Assets shall be rendered against a Loan Party or any Significant Subsidiary and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that, for purposes of determining whether an Event of Default has occurred under this Section 6.01(f), the amount of any such judgment or order shall be reduced to the extent that (A) such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (B) such insurer, which shall be rated at least “A” by A.M. Best Company, has been notified of, and has not disputed the claim made for payment of, such judgment or order; or (g) (i) any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), directly or indirectly, of Voting Stock of the Reporting Entity (or other securities convertible into or exchangeable for such Voting Stock) representing 50% or more of the combined voting power of all Voting Stock of the Reporting Entity (on a fully diluted basis), unless such Reporting Entity becomes a direct or indirect wholly-owned Subsidiary of a holding company and the direct or indirect holders of Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Reporting Entity’s Voting Stock immediately prior to that event (such new holding company, a “New PubCo”); or (ii) during any period of up to 24 consecutive 91 months, a majority of the members of the board of directors of the Reporting Entity shall not be Continuing Directors; or (h) one or more of the following shall have occurred or is reasonably expected to occur, which in each case would reasonably be expected to result in a Material Adverse Effect: (i) any ERISA Event with respect to any Plan; (ii) the partial or complete withdrawal of the Reporting Entity or any ERISA Affiliate from a Multiemployer Plan; or (iii) the insolvency or termination of a Multiemployer Plan; or (i) this Agreement (including the Guaranty set forth in Article VIII) shall cease to be valid and enforceable against the Loan Parties (except to the extent it is terminated in accordance with its terms) or a Loan Party shall so assert in writing; then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrowers; provided, however, that in the event of an Event of Default under Section 6.01(e), (A) the Commitment of each Lender shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrowers. ARTICLE VII THE AGENTS SECTION 7.01 Authorization and Action. Each of the Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. SECTION 7.02 Administrative Agent Individually. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender, as any other Lender and may exercise the same as though it were not the Administrative Agent
92 and the term “Lender” or “Lenders” as applicable, shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. SECTION 7.03 Duties of Administrative Agent; Exculpatory Provisions. The Administrative Agent shall have no duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 6.01 and 9.01) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall not be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrowers or a Lender. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set 93 forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each of the Finance Parties hereby exempts the Administrative Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Finance Party. A Finance Party which cannot grant such exemption shall notify the Administrative Agent accordingly and, upon request of the Administrative Agent, either act in accordance with the terms of this Agreement and/or any other Loan Document as required pursuant to this Agreement and/or such other Loan Document or grant a special power of attorney to a party acting on its behalf, in a manner that is not prohibited pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and/or any other applicable laws. SECTION 7.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person or Persons (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page). The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Advance. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. SECTION 7.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub- agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
94 SECTION 7.06 Resignation of Administrative Agent(a) . (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrowers (such consent not to be unreasonably withheld or delayed, and only so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and consented to by the Borrowers and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, with the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrowers and such Person remove such Person as Administrative Agent and, with the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and consented to by the Borrowers and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as a successor Administrative Agent is appointed as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 2.16(l) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by each Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article VII and Section 9.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents 95 and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. SECTION 7.07 Non-Reliance on Administrative Agent and Other Lenders; Acknowledgments. (a) Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. (b) (i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid 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 from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 7.07(b) shall be conclusive, absent manifest error. (ii) Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent
96 (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid 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 from time to time in effect. (iii) The Borrowers and each other Loan Party from time to time party hereto hereby agree that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by a Borrower or any other Loan Party. (iv) Each party’s obligations under this Section 7.07(b) shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations under any Loan Document. SECTION 7.08 Other Agents. None of the Lenders identified on the facing page or signature pages of this Agreement as an “arranger”, “book runner”, “syndication agent”, “co- documentation agent” or “senior managing agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. SECTION 7.09 Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and Joint Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more benefit plans in connection with the Advances or the Commitments; 97 (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84- 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96- 23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances or the Commitments and this Agreement, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Advances or the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Advances or the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I or PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances or the Commitments and this Agreement, or; (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and Joint Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that none of the Administrative Agent or any Joint Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto). ARTICLE VIII GUARANTY SECTION 8.01 Guaranty. Subject to Section 5.01(h)(y), each Guarantor, on a joint and several basis, absolutely, unconditionally and irrevocably guarantees to the Administrative Agent for the ratable benefit of the Lender Parties (defined below) (the “Guaranty”), as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at
98 stated maturity, upon acceleration, demand or otherwise, and at all times thereafter, of all existing and future indebtedness and liabilities, whether for principal, interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding), premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of the Reporting Entity and Borrowers to the Lenders and the Administrative Agent (collectively, the “Lender Parties”) arising under this Agreement or any other Loan Document, including all renewals, extensions and modifications thereof (collectively, the “Guaranteed Obligations”). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty (other than payment in full in cash). SECTION 8.02 No Termination. Except as permitted under Section 8.08, this Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than contingent indemnification obligations not yet due and payable) and any other amounts payable under this Guaranty are indefeasibly paid and performed in full and the Commitments have terminated. SECTION 8.03 Waiver by the Guarantors. Each Guarantor waives notice of the acceptance of this Guaranty and of the extension or continuation of the Guaranteed Obligations or any part thereof. Each Guarantor further waives presentment, protest, notice, dishonor or default, demand for payment and any other notices to which the Guarantor might otherwise be entitled other than any notice required hereunder. SECTION 8.04 Subrogation. No Guarantor shall exercise any right of subrogation, reimbursement, exoneration, indemnification or contribution, any right to participate in any claim or remedy of the Lender Parties or any similar right with respect to any payment it makes under this Guaranty with respect to the Guaranteed Obligations until all of the Guaranteed Obligations (other than contingent indemnification obligations not yet due and payable) have been paid in full in cash and the Commitments have terminated. If any amount is paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Lender Parties and shall forthwith be paid to the Lender Parties to reduce the amount of the Guaranteed Obligations, whether matured or unmatured. SECTION 8.05 Waiver of Defenses. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and to the extent not prohibited by applicable law, the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability against the Borrowers of this Agreement or any agreement or other instrument relating thereto; 99 (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligation of the Borrowers under or in respect of this Agreement or any other amendment or waiver of or any consent to departure from this Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrowers or any other member of the Consolidated Group or otherwise; (c) any taking, exchange, release or non-perfection of any collateral or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty for all or any of the Guaranteed Obligations; (d) any manner of application of collateral, if any, or assets, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral or other assets for all or any of the Guaranteed Obligations; (e) any change, restructuring or termination of the corporate structure or existence of a Borrower or other member of the Consolidated Group; (f) any failure of the Administrative Agent or any Lender to disclose to a Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrowers now or hereafter known to the Administrative Agent or such Lender (each Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (g) the release or reduction of liability of any other Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, a Borrower, any Guarantor or any other guarantor or surety (other than defense of payment in full in cash). This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of a Borrower or any other Loan Party or otherwise, all as though such payment had not been made. SECTION 8.06 Exhaustion of Other Remedies Not Required. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety. Each Guarantor waives diligence by the Lender Parties and action on delinquency in respect of the Guaranteed Obligations or any part thereof, including, without limitation, any provision of law requiring the Lender Parties to exhaust any right or remedy or to take any action against a Borrower, any other guarantor or any other Person or property before enforcing this Guaranty against such Guarantor. SECTION 8.07 Stay of Acceleration. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed, upon any action or proceeding, of a Borrower or any other
100 Person, or otherwise, all such amounts shall nonetheless be payable by the Guarantors immediately upon demand by the Administrative Agent as and to the extent that the Administrative Agent has the right to demand such amounts pursuant to Section 6.01 hereof. SECTION 8.08 Release of Guarantees. (a) Upon a Guaranty Termination Date, each Guarantor (other than STERIS Corporation, STERIS Limited, STERIS Irish FinCo and the Reporting Entity) shall automatically without delivery of any instrument or performance of any act by any party be released from this Guaranty (for so long as such ratings are maintained at such levels or higher), in each case except to the extent that any such entity remains an obligor in respect of any Existing STERIS Notes, the Term Loan Agreement, the Revolving Credit Agreement, the Bridge Facility, the Securities or other Material Indebtedness, in which case the Guaranty of such entity shall remain in effect until such indebtedness is repaid or such entity shall cease to be a guarantor thereof. (b) A Guarantor (other than STERIS Corporation, STERIS Limited, STERIS Irish FinCo and the Reporting Entity) that was required to guarantee the Guaranteed Obligations pursuant to Section 5.01(h)(w) shall automatically without delivery of any instrument or performance of any act by any party be released from its obligations hereunder when the applicable indebtedness with respect to which such Guarantor was an obligor is repaid or such entity shall cease to be a guarantor thereof, in each case except to the extent a Guaranty Trigger Period is then in effect, in which case the Guaranty of such entity shall remain in effect until the Guaranty Termination Date. (c) A Guarantor (other than STERIS Corporation, STERIS Limited, STERIS Irish FinCo and the Reporting Entity) shall automatically without delivery of any instrument or performance of any act by any party be released from its obligations hereunder (i) upon the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Reporting Entity, (ii) at such time that such Guarantor is no longer (x) a Material Subsidiary of STERIS Corporation that is a Domestic Subsidiary, (y) a Material Subsidiary of Synergy that is organized under the laws of England and Wales (or in the case of Synergy itself, no longer a Material Subsidiary that is organized under the laws of England and Wales) or (z) a Material Subsidiary of the Reporting Entity and a direct or indirect parent of STERIS Corporation that is organized under the laws of Ireland or England and Wales; provided that if the Reporting Entity desires such entity to remain a Guarantor, the Reporting Entity shall notify the Administrative Agent in writing and such entity shall remain a Guarantor, or (iii) upon the occurrence of the applicable circumstances set forth in Section 5.01(h)(y), in which case the applicable guarantee will be void ab initio as set forth therein. (d) In connection with any release pursuant to this Section 8.08, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such release. Any execution and delivery of documents pursuant to this Section 8.08 shall be without recourse to or warranty by the Administrative Agent. 101 SECTION 8.09 Guaranty Limitations. Anything herein to the contrary notwithstanding, the maximum liability of each Guarantor hereunder shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable foreign, federal and state bankruptcy, insolvency or receivership laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and each Guarantor’s obligations hereunder. This Guaranty does not apply to any liability to the extent that it would result in this Guaranty constituting unlawful financial assistance within the meaning of section 678 and 679 of the Companies Act 2006 or under section 82 of the Companies Act 2014 of Ireland (as the case may be) or constituting a breach of section 239 of the Companies Act 2014 of Ireland and, with respect to any Person that becomes a Guarantor after the date of this Agreement, shall be subject to any limitations set forth in the joinder hereto pursuant to which such Person shall become a Guarantor. ARTICLE IX MISCELLANEOUS SECTION 9.01 Amendments, Etc. (a) Subject to Section 2.10(e) and (f), no amendment or waiver of any provision of this Agreement, nor consent to any departure by a Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Loan Parties and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing, do any of the following: (i) waive any of the conditions specified in Section 3.01 or 3.02 unless signed by each Lender directly and adversely affected thereby; (ii) increase or extend the Commitments of any Lender or modify the currency in which a Lender is required to make extensions of credit under this Agreement, unless signed by such Lender; (iii) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated, or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of a Borrower to pay Default Interest; (iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that, in each case, shall be
102 required for the Lenders or any of them to take any action hereunder, unless signed by all Lenders; (vi) amend this Section 9.01, unless signed by all Lenders; or (vii) release all or substantially all of the Guarantors from the Guaranty (except as contemplated by Section 8.08) unless signed by all Lenders; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement. Notwithstanding the foregoing, the Administrative Agent and the Borrowers may amend any Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document other than the Administrative Agent and the Borrowers. (b) If, in connection with any proposed amendment, waiver or consent requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and adversely affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other entity (which is reasonably satisfactory to the Borrowers and the Administrative Agent) shall agree, as of such date, to purchase at par for cash the Advances and other Guaranteed Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date, and (ii) each Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement all principal, interest, fees and other amounts then accrued but unpaid to such Non- Consenting Lender by such Borrower to and including the date of termination. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. SECTION 9.02 Notices, Etc(a) . (a) All notices and other communications provided for hereunder shall be in writing (including telecopier) and mailed (including email as permitted under Section 9.02(b)), telecopied or delivered, if to a Borrower or the Administrative Agent, to the address, telecopier number or if applicable, electronic mail address, specified for such Person on Schedule II; or, as to a Borrower or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrowers and the Administrative Agent. All such notices and communications shall, when mailed or telecopied, be effective three Business Days after being deposited in the mails, postage prepaid, or upon confirmation of receipt (except that if electronic confirmation of receipt is received at a time that the recipient is not open for business, the applicable notice or communication shall be effective at the opening of business on the next Business Day of the recipient), respectively, except that notices 103 and communications to the Administrative Agent pursuant to Article II, III or VII shall not be effective until received by the Administrative Agent. Delivery by telecopier or other electronic communication of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof. (b) Electronic Communications. Notices and other communications to the Borrowers, any other Loan Party and the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Reporting Entity (in the case of the Borrowers and other Loan Parties) and the Administrative Agent (in the case of the Lenders), provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. (c) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of a Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Platform, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrowers, any
104 Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). (d) Each Lender agrees that notice to it (as provided in the next sentence) specifying that any communication has been posted to the Platform shall constitute effective delivery of such information, documents or other materials to such Lender for purposes of this Agreement. Each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Lender acknowledges that it will receive Borrower Materials that may contain material non-public information with respect to a Borrower or its securities for purposes of United States federal or state securities laws. (e) If any notice required under this Agreement is permitted to be made, and is made, by telephone, actions taken or omitted to be taken in reliance thereon by the Administrative Agent or any Lender shall be binding upon the Borrowers notwithstanding any inconsistency between the notice provided by telephone and any subsequent writing in confirmation thereof provided to the Administrative Agent or such Lender; provided that any such action taken or omitted to be taken by the Administrative Agent or such Lender shall have been in good faith and in accordance with the terms of this Agreement. (f) With respect to notices and other communications hereunder from a Borrower to any Lender, such Borrower shall provide such notices and other communications to the Administrative Agent, and the Administrative Agent shall promptly deliver such notices and other communications to any such Lender in accordance with subsection (b) above or otherwise. SECTION 9.03 No Waiver; Remedies. No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by applicable law. SECTION 9.04 Costs and Expenses(a) . (a) The Reporting Entity agrees to pay, or cause to be paid, upon demand, all reasonable and documented out-of-pocket costs and expenses of each Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including (i) all due diligence, syndication (including printing and distribution), duplication and messenger costs and (ii) the reasonable and documented fees and expenses of a single primary counsel (and a local counsel in each relevant jurisdiction) for the Administrative Agent with respect thereto and with respect to advising the Agents as to their respective rights and responsibilities under this Agreement. The Reporting Entity further agrees to pay, or cause to be paid, upon demand, all reasonable and documented out-of-pocket costs and expenses of the Agents and the Lenders, if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable and documented fees and expenses of a single primary 105 counsel and an additional single local counsel in any local jurisdictions for the Agents and the Lenders and, in the case of an actual or perceived conflict of interest where the Administrative Agent notifies the Borrowers of the existence of such conflict, one additional counsel, in connection with the enforcement of rights under this Agreement. (b) The Reporting Entity agrees to, and to cause the applicable Borrowers to, indemnify and hold harmless each Agent and Lender and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, penalties, liabilities and expenses (provided that the obligations of each Borrower and the Reporting Entity to the Indemnified Parties in respect of fees and expenses of counsel shall be limited to the reasonable fees and expenses of one counsel for all Indemnified Parties, taken together (and, if reasonably necessary, one local counsel in any relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest, of one additional counsel for all Indemnified Parties, taken together (and, if reasonably necessary, one local counsel in any relevant jurisdiction) (all such claims, damages, losses, penalties, liabilities and reasonable expenses being, collectively, the “Losses”)) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with (i) this Agreement, any of the transactions contemplated hereby or the actual or proposed use of the proceeds of the Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of the Consolidated Group or any Environmental Action relating in any way to the Consolidated Group, in each case whether or not such investigation, litigation or proceeding is brought by the Borrowers, their directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent Losses (A) are found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party or any of its Affiliates (including any material breach of its obligations under this Agreement), (B) result from any dispute between an Indemnified Party and one or more other Indemnified Parties (other than against an Agent or Joint Lead Arranger acting in such a role) or (C) result from the claims of one or more Lenders solely against one or more other Lenders (and not claims by one or more Lenders against any Agent acting in its capacity as such except, in the case of Losses incurred by any Agent or any Lender as a result of such claims, to the extent such Losses are found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct (including any material breach of its obligations under this Agreement)) not attributable to any actions of a member of the Consolidated Group and for which the members of the Consolidated Group otherwise have no liability. The Borrowers further agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrowers or any of their shareholders or creditors for or in connection with this Agreement or any of the transactions contemplated hereby or the actual or proposed use of the proceeds of the Advances, except to the extent such liability is found in a final nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct (including any material breach of its obligations under this Agreement). In no event, however, shall any Indemnified Party be liable on any theory of liability for any
106 special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). Notwithstanding the foregoing, this Section 9.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) IfWith respect to Term Benchmark Advances, if any payment of principal of, or Conversion of, any Eurocurrency RateTerm Benchmark Advance is made by a Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of (i) a payment or Conversion pursuant to Section 2.08, 2.10(e), 2.12 or 2.14, (ii) acceleration of the maturity of the Advances pursuant to Section 6.01, (iii) a payment by an assignee to any Lender other than on the last day of the Interest Period for such Advance upon an assignment of the rights and obligations of such Lender under this Agreement pursuant to Section 9.07 as a result of a demand by such Borrower pursuant to Section 9.07(b) or (iv) for any other reason, such Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional reasonable losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or as a result of any inability to Convert or exchange in the case of Section 2.10 or 2.14, including, without limitation, any reasonable loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 9.04(c) shall be delivered to such Borrower and shall be conclusive absent manifest error. Such Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) With respect to RFR Advances, if any payment of principal of any RFR Advance is made by a Borrower to or for the account of a Lender other than on the RFR Interest Payment Date for such Advance, as a result of (i) a payment pursuant to Section 2.08, 2.10(e),2.12 or 2.14, (ii) acceleration of the maturity of the Advances pursuant to Section 6.01, (iii) a payment by an assignee to any Lender other than on the RFR Interest Payment Date for such Advance upon an assignment of the rights and obligations of such Lender under this Agreement pursuant to Section 9.07 as a result of a demand by such Borrower pursuant to Section 9.07(b) or (iv) for any other reason, such Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional reasonable losses, costs or expenses that it may reasonably incur as a result of such payment or as a result of any inability to exchange in the case of Section 2.10 or 2.14, including, without limitation, any reasonable loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 9.04(d) shall be delivered to such Borrower and shall be conclusive absent manifest error. Such Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (de) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of each Borrower contained in Sections 2.13, 2.16 and 107 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. SECTION 9.05 Right of Setoff. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the applicable Borrower against any and all of the obligations of such Borrower now or hereafter existing under this Agreement, whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify such Borrower after any such setoff and application is made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and their Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that such Lender and their Affiliates may have. SECTION 9.06 Binding Effect. This Agreement became effective on the Effective Date and, thereafter, has been and shall continue to be binding upon and inure to the benefit of, and be enforceable by, the Loan Parties, the Administrative Agent and each Lender and their respective successors and permitted assigns, except that the Loan Parties shall have no right to assign their rights hereunder or any interest herein without the prior written consent of each Lender, and any purported assignment without such consent shall be null and void. SECTION 9.07 Assignments and Participations. (a) Each Lender may, with the consent of (x) the Borrowers, such consent not to be unreasonably withheld or delayed and (y) the Administrative Agent, which consent shall not be unreasonably withheld or delayed, assign to one or more Persons (other than natural persons, Defaulting Lenders, Disqualified Lenders or the Reporting Entity or its Affiliates) all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or the Advances owing to it); provided that (A) the consent of the Borrowers shall not be required while an Event of Default has occurred and is continuing; provided that notwithstanding this clause (A), such consent shall be required in any event on or prior to the Closing Date, (B) with respect to any assignment made after the Closing Date, the consent of the Borrowers shall be deemed given if the Borrowers shall not have objected within 10 Business Days following receipt of written notice of such proposed assignment, and (C) in the case of an assignment to any other Lender or an Affiliate of any Lender, no such consent shall be required from (x) the Administrative Agent or (y) the Borrowers with respect to assignments by any Lender to its Affiliate or to another Lender; provided that notwithstanding this clause (y) such Borrower consent shall be required in any event on or prior to the Closing Date, provided that in each such case prior notice thereof shall have been given to the Borrowers and the Administrative Agent.
108 (b) Upon demand by the Borrowers (with a copy of such demand to the Administrative Agent) (w) any Defaulting Lender, (x) any Lender that has made a demand for payment pursuant to Section 2.13 or 2.16, (y) any Lender that has asserted pursuant to Section 2.10(b) or 2.14 that it is impracticable or unlawful for such Lender to make Eurocurrency RateTerm Benchmark Advances or (z) any Lender that fails to consent to an amendment or waiver hereunder for which consent of all Lenders (or all affected Lenders) is required and as to which the Required Lenders shall have given their consent, will assign to one or more Persons designated by the Borrowers all of its rights and obligations under this Agreement (including, without limitation, all of its Commitment or the Advances owing to it). (c) In each such case, (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment or Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, unless otherwise agreed by the Borrowers and the Administrative Agent; (C) [Reserved]; (D) each such assignment made as a result of a demand by the Borrowers pursuant to Section 9.07(b) shall be arranged by the Borrowers with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that, in the aggregate, cover all of the rights and obligations of the assigning Lender under this Agreement; (E) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrowers pursuant to Section 9.07(b), (1) unless and until such Lender shall have received one or more payments from one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, and from the Reporting Entity or one or more assignees in an aggregate amount equal to all other amounts accrued to such Lender under this Agreement (including, without limitation, any amounts owing under Section 2.13, 2.16 or, 9.04(c) or 9.04(d)) and (2) unless and until the Reporting Entity shall have paid (or caused to be paid) to the Administrative Agent a processing and recordation fee of $3,500; provided, however, that the 109 Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (F) the parties to each such assignment (other than, except in the case of a demand by the Borrowers pursuant to Section 9.07(b), the Borrowers) shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance and, if such assignment does not occur as a result of a demand by the Borrowers pursuant to Section 9.07(b) (in which case the Reporting Entity shall pay or cause to be paid the fee required by subclause (E)(3) of Section 9.07(c)), a processing and recordation fee of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (d) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement, except that such assigning Lender shall continue to be entitled to the benefit of Sections 9.04(a) and (b) with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (e) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) and such other
110 documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon any Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) [Reserved]; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (f) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrowers. (g) The Administrative Agent, acting solely for this purpose as the agent of the Borrowers, shall maintain at its address referred to in Section 9.02(a) a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments and Advances of, and principal amount (and stated interest) of the Advances owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent demonstrable error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (h) Each Lender may sell participations to one or more banks or other entities (other than the Borrowers or any of their Affiliates, any Defaulting Lender, any Disqualified Lender or any natural person) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it) without the consent of the Administrative Agent or the Borrowers; provided, however, that: (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment) shall remain unchanged; 111 (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) such Lender shall remain the Lender of any such Advance for all purposes of this Agreement; (iv) the Borrowers, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement; and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement, or any consent to any departure by the Borrowers herefrom or therefrom, except, after the Closing Date, as to matters requiring the approval of all the Lenders pursuant to Section 9.01. Each Lender shall promptly notify the Borrowers after any sale of a participation by such Lender pursuant to this Section 9.07(h); provided that the failure of such Lender to give notice to the Borrowers as provided herein shall not affect the validity of such participation or impose any obligations on such Lender or the applicable participant. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Advances or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent demonstrable error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (i) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Information relating to the Borrowers received by it from such Lender as more fully set forth in Section 9.08 and subject to the requirements of Section 9.08 (it being understood that, notwithstanding anything to the contrary set forth in such agreement, the Borrowers shall be third party beneficiaries of such agreement).
112 (j) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation and the Advances owing to it) to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any central bank having jurisdiction over such Lender. (k) Notwithstanding the foregoing, the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of loans, or disclosure of confidential information, to, or the restrictions on any exercise of rights or remedies of, any Disqualified Lender. The list of Disqualified Lenders may be provided on a confidential basis to Lenders and to potential assignees and participants. SECTION 9.08 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (provided that the Administrative Agent or Lender, as applicable, agrees that it will, to the extent practicable and other than with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, notify the Borrowers promptly thereof, unless such notification is prohibited by law, rule or regulation), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or any action or proceeding relating to this Agreement or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap or derivative or similar transaction under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any similar organization, (g) with the consent of the Borrowers, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Borrowers or (i) with respect to the existence of this Agreement and information about this Agreement, to market data collectors, similar service providers to the lending industry and service 113 providers to the Administrative Agent or any Lender in connection with the administration of this Agreement, the other Loan Documents, and the Commitments and Advances. For purposes of this Section, “Information” means this Agreement and the other Loan Documents and all information received from the Consolidated Group relating to the Consolidated Group or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Consolidated Group. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information but in any case reasonable care. SECTION 9.09 [Reserved]. SECTION 9.10 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York; provided that the interpretation of (i) Company Material Adverse Effect and whether a Company Material Adverse Effect has occurred under the Acquisition Agreement, (ii) the accuracy of the representations and warranties set forth in Section 3.02(d)(i) and whether as a result of any inaccuracy thereof STERIS plc (or any of its Subsidiaries) has the right to terminate their respective obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement and (iii) whether the Acquisition has been consummated in accordance with the Acquisition Agreement (including any determination as to the occurrence of the First Effective Time), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law (as defined in the Acquisition Agreement) of any other state. SECTION 9.11 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.02), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopier, facsimile or in a pdf or similar file shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable; provided, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of any Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the reasonable request of the Administrative Agent, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, each Borrower and each Loan Party hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout,
114 restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrowers and the other Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) each other party hereto may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim against any other party hereto or any Related Party of any such Person for any losses, claims (including intraparty claims), demands, damages, penalties or liabilities of any kind arising solely from reliance by any party hereto on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page, including any losses, claims (including intraparty claims), demands, damages, penalties or liabilities of any kind arising as a result of the failure of any Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. SECTION 9.12 Jurisdiction, Etc(a) . (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any federal court of the United States of the Southern District of New York sitting in the city of New York in the Borough of Manhattan (or in the event such courts lack subject matter jurisdiction, any New York State court sitting in the city of New York in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in any such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. The Loan Parties hereby appoint STERIS Corporation, 5960 Heisley Road, Mentor, Ohio 44060-1834, or 115 should it subsequently have its principal place of business in The City of New York, at such principal place of business notified to the Administrative Agent, as their agent for service of process, and agree that service of any process, summons, notice or document by hand delivery or registered mail upon such agent shall be effective service of process for any suit, action or proceeding brought in any court referenced in Section 9.12(b). SECTION 9.13 Patriot Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Patriot Act. The Loan Parties shall provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lenders in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act. SECTION 9.14 No Advisory or Fiduciary Responsibility. In its capacity as an Agent or a Lender, (a) no Agent or Lender has any responsibility except as set forth herein and (b) no Agent or Lender shall be subject to any fiduciary duties or other implied duties (to the extent permitted by law to be waived). Each of the Borrowers agrees that it will not take any position or bring any claim against any Agent or any Lender that is contrary to the preceding sentence. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof), the Borrowers acknowledge and agree that: (i) the arranging and other services regarding this Agreement provided by the Agents and the Lenders are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the one hand, and the Agents and the Lenders, on the other hand; (ii) each Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor or agent for the Borrowers or any of their Affiliates, or any other Person; and (iii) the Agents, the Lenders and each of their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and no Agent or Lender has any obligation to disclose any of such interests to the Borrowers or their Affiliates. SECTION 9.15 Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance or enforcement thereof. SECTION 9.16 Conversion of Currencies. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.
116 The obligations of the Loan Parties in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss with respect to such Borrower. The obligations of each Borrower contained in this Section 9.16 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder. SECTION 9.17 [Reserved]. SECTION 9.18 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the parties hereto, each party hereto (for purposes of this Section 9.18, the “Acknowledging Party”) acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority, and each Acknowledging Party agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to the Acknowledging Party by any party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to the Acknowledging Party or otherwise conferred on the Acknowledging Party, and that such shares or other instruments of ownership will be accepted by the Acknowledging Party in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. [SIGNATURE PAGES FOLLOW][Signature Page to Term Loan Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. STERIS PLC, as a Borrower and as a Guarantor By: Name: Title: STERIS LIMITED, as a Borrower and as a Guarantor By: Name: Title: STERIS CORPORATION, as a Borrower and as a Guarantor By: Name: Title: STERIS IRISH FINCO UNLIMITED COMPANY, as a Borrower and as a Guarantor By: Name: Title:
[Signature Page to Term Loan Agreement] JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender By: Name: Title: [Signature Page to Term Loan Agreement][], as a Lender By: Name: Title:
[Signature Page to Term Loan Agreement][], as a Lender By: Name: Title: [Signature Page to Term Loan Agreement][], as a Lender By: Name: Title:
[Signature Page to Term Loan Agreement] _______________, as a Lender By: Name: Title: Summary report: Litera Compare for Word 11.2.0.54 Document comparison done on 5/3/2023 10:16:24 PM Style name: STB Option 1 Intelligent Table Comparison: Active Original DMS: iw://imanage.stbglobal.com/ACTIVE/52620960/1 Modified DMS: iw://imanage.stbglobal.com/ACTIVE/52620960/7 Changes: Add 232 Delete 210 Move From 0 Move To 0 Table Insert 0 Table Delete 0 Table moves to 0 Table moves from 0 Embedded Graphics (Visio, ChemDraw, Images etc.) 0 Embedded Excel 0 Format changes 0 Total Changes: 442