First Amendment to Credit Agreement by and among Dermavant Sciences Ltd., Dermavant Holdings Limited, Dermavant Sciences IRL Limited, Dermavant Sciences GmbH, certain subsidiaries of Dermavant Sciences Ltd., XYQ Luxco S.A.R.L. and U.S. Bank National Association, as collateral agent, dated as of May 24, 2024

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any Convertible Debt Securities prior to conversion or exchange).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Assets” means, subject to Section 6.09: (1) any agreement, contract or instrument if and only for so long as and to the extent that the grant of a security interest therein under the Security Documents would result in a breach or default thereunder or abandonment, invalidation or unenforceability thereof (except to the extent the relevant term that would result in such breach, default, abandonment, invalidation or unenforceability (x) is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or equivalent statutes of any jurisdiction) or any other applicable law or (y) is waivable by any Affiliate of any Loan Party), (2) (a) any fee or freehold interest in real property if the greater of the cost and the book value of such interest is less than $750,000 individually, or (b) any

“Financial Milestone” means the initial satisfaction of each of the following events: (a) occurrence of a Qualified IPO or Ultimate Parent Spinout and (b) Parent first achieving a market capitalization in excess of [***] (as measured by the reported closing price of the common stock of Parent on the stock exchange or reporting system upon which the Parent’s common stock is traded or reported).

“Financial Officer” of any Person means the principal financial officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such Person.

“Flow of Funds Memorandum” means a flow of funds memorandum substantially in the form attached to the Disclosure Letter as Exhibit D.

“Foreign Law Security Documents” means the English Law Security Documents, the Irish Law Security Documents and the Swiss Law Security Documents and any other Security Documents that are entered into after the Effective Date and are governed, or purport to

with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The term “guarantee”, when used as a verb, shall mean to provide a guarantee.

“Guarantee” means (a) the guarantee of each Guarantor party hereto contained in Article VIII hereof and (b) each other guarantee, in form and substance satisfactory to the Lender, made by any other Guarantor in favor of the Lender guaranteeing all or part of the Obligations.

“Guidelines” means, together, guideline S-02.123 in relation to interbank loans of 22 September 1986 (Merkblatt “Verrechnungssteuer auf Zinsen von Bankguthaben, deren Gläubiger Bankensind (Interbankguthaben)” vom 22. September 1986), guideline S-02.130.1 in relation to money market instruments and book claims of April 1999 (Merkblatt vom April 1999 betreffend Geldmarktpapiere und Buchforderungen inländischer Schuldner), circular letter No. 34  of  26  July  2011  (1-034-V-2011)  in  relation  to  deposits  (Kreisschreiben  Nr.  34 “Kundenguthaben” vom 26. Juli 2011) and the circular letter No. 15 of 3 October 2017 (1-015-DVS-2017) in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax, Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15 “Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben” vom 3. Oktober 2017), circular letter No. 46 of 24 July 2019 (1-046-VS-2019) in relation to syndicated credit facilities (Kreisschreiben Nr. 46 betreffend steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen vom 24. Juli 2019) and circular letter No. 47 of 25 July 2019 (1-047-V-2019) in relation to bonds (Kreisschreiben Nr. 47 betreffend Obligationen vom 25. Juli 2019), in each case as issued, amended or replaced from time to time, by the Swiss Federal Tax Administration or as substituted or superseded and overruled by any law, statute, ordinance, court decision, regulation or the like as in force from time to time.

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law, including asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

(1)        securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents);

(2)        securities that have a rating equal to or higher than “Baa3” (or equivalent) by Moody’s or “BBB-” (or equivalent) by S&P, or an equivalent rating by any other nationally recognized statistical rating organization, but excluding any debt securities or loans or advances between or among any of the Loan Parties;

(3)          investments in any fund that invests at least 95% in investments of the type described in clauses (1) and (2) above, which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4)          corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Irish Borrower” has the meaning ascribed to such term in the preamble hereto. “Irish Law Security Documents” means the following documents, each in form and substance reasonably satisfactory to the Lender and the Collateral Agent: (a) that certain Irish-law Debenture dated as of the date hereofEffective Date between the Irish Borrower and the Collateral Agent (the “Irish Debenture”), (b) that certain Irish-law Share Charge dated as of the date hereofEffective Date between the English Borrower and the Collateral Agent, and (c) such other documents incidental thereto as the Lender may reasonably determine necessary.

(1)          a bank within the meaning of section 246 of the TCA which is carrying on a bona fide banking business in Ireland for the purposes of section 246(3)(a) of the TCA and whose lending office is located in Ireland; or

(a)        which, by virtue of the law of an Irish Non-Treaty Lender Jurisdiction is resident in the Irish Non-Treaty Lender Jurisdiction for the purposes of tax and that jurisdiction imposes a tax that generally applies to interest receivable in that jurisdiction by companies from sources outside that jurisdiction; or

“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“NovaQuest Funding Agreement” means that certain Funding Agreement dated as of July 10, 2018 between the Swiss Borrower and NovaQuest (as amended by that certain First Amendment to Funding Agreement, dated as of October 11, 2018, the Amendment to Funding Agreement, dated as of March 28, 2024, the Amendment to Funding Agreement, dated as of April 12, 2024, the Amendment to Funding Agreement, dated as of April 29, 2024, the Amendment to Funding Agreement, dated as of May 6, 2024, the Amendment to Funding Agreement, dated as of May 13, 2024, the Amendment to Funding Agreement, dated as of May 20, 2024, the Amendment to Funding Agreement, dated as of May 22, 2024 and the Amendment to NovaQuest Funding Agreement, and as further amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time).

“Obligations” means any principal, premium (including the Premium), interest, penalties, fees (including the Exit Fee), expenses, indemnifications, damages and other liabilities payable under this Agreement or any other Loan Document (other than the WarrantWarrants).

“Officer” means the chairman of the board, the chief executive officer, the chief financial officer or principal accounting officer, the general counsel, the president, any executive vice president, any senior vice president, any vice president, the treasurer, the secretary or any director of the Parent or other applicable Loan Party.

“Officers’ Certificate” means a certificate signed on behalf of the applicable Loan Party by an Officer of such Loan Party.

“Opinion of Counsel” means a written opinion in form and substance reasonably acceptable to the Lender.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced, any Loan Document, the RIPSA or any Revenue Interest, or sold or assigned an interest in any Loan, any Loan Document, the RIPSA or any Revenue Interest).

(d)          a Disposition of equipment or other assets as part of a trade-in for replacement equipment;

(e)         the Disposition of all or substantially all of the assets of any Loan Party in a manner permitted pursuant to Section 6.21 or Section 6.22, as applicable, or any Disposition that constitutes a Change of Control;

(i)          any Disposition of assets or property or the issuance of Equity Interests or other securities, by a Loan Party to another Loan Party (or to an entity that contemporaneously therewith becomes a Loan Party) so long as such issuance of Equity Interests or other securities does not result in a Change of Control in respect of the issuing Loan Party;

(j)         the lease or sublease of any real or personal property (excluding any Intellectual Property or Product Assets) in the ordinary course of business;

(k)         (i) any non-exclusive license, collaboration agreement, strategic alliance or similar arrangement in the ordinary course of business providing for the licensing of Intellectual Property or the development or commercialization of Intellectual Property, (ii) any exclusive license, collaboration agreement, strategic alliance or similar arrangement in the ordinary course of business providing for the licensing of Intellectual Property or the development or commercialization of Intellectual Property in respect of a pharmaceutical product for any treatment indicated for such product in a territory outside of the United States, (iii) any exclusive license, collaboration agreement, strategic alliance or similar arrangement in the ordinary course of business providing for the licensing of Intellectual Property or the development or commercialization of Intellectual Property in respect of a pharmaceutical product for any treatment indicated for such product (other than plaque psoriasis, atopic dermatitis, vitiligo, and primary focal hyperhidrosis) in the United States, or (iv) any exclusive license, collaboration agreement, strategic alliance or similar arrangement, in each case, with a Qualified Party in the ordinary course of business providing for the licensing of Intellectual Property or the development or commercialization of Intellectual Property in respect of a pharmaceutical product for treatment of plaque psoriasis, atopic dermatitis, vitiligo, or primary focal hyperhidrosis in the United States, in each case, that, at the time of the grant thereof, does not, and is not reasonably expected to, materially and adversely affect the applicable Loan Party’s business, condition (financial or otherwise) or prospects or the value of the Collateral, taken as a whole, and including therewith, the lease or sublease of any Product Assets (excluding any Intellectual Property) that are customarily leased or subleased in such license, collaboration agreement, strategic alliance or similar arrangement;

(1)          any Investment in any Loan Party; provided, that any Collateral may be transferred pursuant to this clause (1) only to another Loan Party that complies with the applicable requirements of Section 6.09;

(3)         any Investment by any Loan Party in a Person if as a result of such Investment (a) such Person becomes a Loan Party or (b) such Person, in one transaction or a series of related transactions, is merged, amalgamated or consolidated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, a Loan Party; provided, that any Collateral may be transferred pursuant to this clause (3) only to a Loan Party that complies with the applicable requirements of Section 6.09;

(4)       without limiting the requirements of Section 2.05(b), any Investment in securities or other assets not constituting Cash Equivalents and received in connection with a Permitted Disposition;

(5)        any Investment existing on, or made pursuant to binding commitments existing on, the Effective Date and listed on Schedule 5.28 to the Disclosure Letter or an Investment consisting of any extension, modification or renewal of any such Investment existing on the Effective Date; provided that the amount of any such Investment may be increased as required by the terms of such Investment as in existence on the Effective Date;

(6)          advances to employees not in excess of [***] outstanding at any one time in the aggregate;

(7)         any Investment acquired by any Loan Party (a) in exchange for any other Investment or accounts receivable held by any such Loan Party in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable, (b) as a result of a foreclosure by any Loan Party with respect to any secured Investment or other transfer of title with respect to any secured Investment in default, (c) in settlement of or other resolution of claims or disputes, and, in each case, extensions, modifications and renewals thereof or (d) accepted in connection with a Permitted Disposition;

(7) (A) Liens existing on the Effective Date and set forth on Schedule 6.08 to the Disclosure Letter, including the grant of the security interests in the Product Assets in favor of the RIPSA Collateral Agent on the Effective Date as required under the RIPSA and in favor of NovaQuest as required under the NovaQuest Funding Agreement, which security interests shall be junior to the Liens of the Collateral Agent in the Product Assets and subject at all times to the Senior Lender Intercreditor Agreement, and (B) the grant by Dermavant Sciences, Inc. of a security interest in the Product Assets in favor of the RIPSA Collateral Agent pursuant to the Supplement No. 1 to RIPSA Collateral Agreement, dated as of August 27, 2021, which security interest shall be junior to the Liens of the Collateral Agent in the Product Assets and subject at all times to the Senior Lender Intercreditor Agreement and (C) Liens securing the Obligations, including Liens arising under or relating to the Security Documents;

undertaken to clean up, remove, treat, abate or in any other way address any Hazardous Materials in the environment, prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Materials or perform studies and investigations in connection therewith, as a precondition thereto or to determine the necessity of the activities described therein.

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

“Revenue Interests” has the meaning ascribed to such term in the RIPSA as in effect on the Effective Date without giving effect to any amendment to the RIPSA except as shall have been previously approved in writing by the Lender.

“RIPSA” means the Revenue Interest Purchase and Sale Agreement dated as of the date hereofEffective Date by and among the Swiss Borrower, the RIPSA Collateral Agent and XYQ Luxco S.à r.l., NovaQuest and Marathon Asset Management, L.P., as purchasers (as amendedthe Purchasers (as amended by the Amendment to RIPSA, and as further amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time).

“RIPSA Collateral Agent” means U.S. Bank Trust Company, National Association, as collateral agent on behalf of the purchasers listed on the signature pages of the RIPSA.

the date of this Agreement (or in respect of any subsequent Lender who is a UK Treaty Lender as soon as reasonably practicable following such Lender’s satisfaction of Section 2.07(e)(ii)(x)) and shall promptly deliver a copy of such filing to the Lender. The English Borrower and any other Borrower that is a UK tax resident shall duly complete and file HM Revenue & Customs Form DTTP2 in respect of the Loans (together with any other procedural formalities necessary to qualify for exemption from UK Withholding Tax) as soon as reasonably practicable following the date on which it becomes aware that it may be required to pay interest to the original Lender (or any subsequent Lender who is a UK Treaty Lender) on the Loans.

(f)          The Lender agrees that if any form or certification it previously delivered to the Borrowers or to any tax authority (including, for the avoidance of doubt, any Lender’s HMRC passport scheme reference number under the HMRC treaty passport scheme, in accordance with Section 2.07(e)(ii) or any confirmation under Section 2.07(h) or (i)) expires or becomes obsolete, invalid or inaccurate in any respect, it shall update such form or certification or promptly notify the Parent in writing of its legal inability to do so.

(g)          If a payment made to a Lender under any Loan Document would be subject to withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Parent at the time or times prescribed by Law and at such time or times reasonably requested by the Parent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Parent as may be necessary for the Parent to comply with their obligations under FATCA and to determine that such Lender has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(h)        Each Lender which becomes a party to this Agreement after the Effective Date shall confirm, prior to becoming party to such Agreement, for the benefit of the Borrower and without liability to any Loan Party, which of the following categories it falls in:

(i)          Each Lender shall confirm in writing in this Agreement (or, for any assignee, in the relevant Assignment and Acceptance), on or prior to becoming a party to this Agreement, to the Borrower, and without liability to any Loan Party, which of the following categories it falls in:

(iv)        it will become either an Irish Treaty Lender or an Irish Non-Treaty Lender on completion of certain procedural formalities.

(a)      If the Lender shall have determined that any Change in Law shall (i) subject the Lender to any Taxes with respect to this Agreement or any Loan made by the Lender (other than Taxes that are (A) Indemnified Taxes, (B) Taxes described in any of clauses (b) through (f) of the definition of Excluded Taxes or (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan or against assets of or held by, or deposits with or for the

that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date), and (ii) no Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

(c)          Legality. The making of the Loan and the pledge of Collateral shall not contravene any law, rule or regulation applicable to any Loan Party or the Lender.

(d)          Delivery of Documents. The Lender shall have received on or before the Effective Date the following, each in form and substance satisfactory to the Lender and, unless indicated otherwise, dated the Effective Date and, if applicable, duly executed by the Persons party thereto:

(iii)        financing statements in form appropriate for filing (on Form UCC-1 or otherwise) in such office or offices as may be necessary or, in the sole discretion of the Lender, desirable to perfect the security interests purported to be created by each Security Document (to the extent such security interest can be perfected by the filing of such financing statements);

(iv)        the delivery to the Collateral Agent (or its designee) of any certificates evidencing Equity Interests in each Loan Party (other than the Parent), together with appropriate endorsements;

(v)         the results of searches for any effective UCC financing statements, tax Liens, judgment Liens, bankruptcy filings or other court proceedings, as the Lender shall have reasonably requested, filed against or naming any Loan Party or its property, which results shall not show any such Liens (other than Permitted Liens acceptable to the Lender) or bankruptcy filings or other court proceedings (other than court proceedings acceptable to Lender);

(x)         a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents and the other Transactions to which such Loan Party is or will be a party and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;

(xi)        a certificate of an Officer of each Loan Party, certifying the names and true signatures of the Officers of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such Officers;

(xii)       a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party, other than in the case of the English Borrower and the Irish Borrower, certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing or qualification of such Loan Party in such jurisdictions;

(xiii)      a true and complete copy of the charter or bye-laws, certificate of formation or incorporation, certificate of limited partnership or other publicly filed Governing Document of each Loan Party (as applicable), other than in the case of the Irish Borrower, certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction and it is common practice in such jurisdiction for such document to contain the organizational number;

(xiv)      a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Officer of such Loan Party;

(xxiii)   a certificate of the principal financial or accounting officer of the Parent, certifying as to the solvency of the Loan Parties taken as a whole after giving effect to the Transactions, which certificate shall be in form and substance reasonably acceptable to the Lender;

(xxv)    certificates of an Officer of each Borrower, certifying the names and true signatures of the persons that are authorized to provide Notices of Borrowing and all other notices under this Agreement and the other Loan Documents;

(e)          Material Adverse Effect. No event or development shall have occurred since March 31, 2020 which has had a Material Adverse Effect.

(f)          Approvals. All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the Transactions or the conduct of the Loan Parties’ business shall have been obtained and shall be in full force and effect, including the requisite consent of NovaQuest under the NovaQuest Funding Agreement.

then, and in any such event, the Lender may, by written notice to the Parent, (i) declare all or any portion of the Loans then outstanding to be due and payable, whereupon all or such portion of the aggregate principal of all Loans, all accrued and unpaid interest thereon, all fees (including the Exit Fee) and all other amounts (including the Premium, if any) payable in respect of such principal amount of Loans under this Agreement and the other Loan Documents shall become due and payable immediately, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Loan Party and (ii) exercise any and all of its other rights and remedies under applicable law, hereunder and under the other Loan Documents; provided, however, that upon the occurrence of any Event of Default described in clause (g), (h) or (q) of this Section 7.01, without any notice to any Loan Party or any other

Person or any act by the Lender, all Loans then outstanding, together with all accrued and unpaid interest thereon, all fees (including the Exit Fee) and all other amounts (including the Premium, if any) payable in respect of the Loans under this Agreement and the other Loan Documents shall become due and payable automatically and immediately, without presentment, demand, protest or notice of any kind, all of which are expressly waived by each Loan Party.

The term “Bankruptcy Law” means Title 11, United States Code, or any similar U.S. federal or state law for the relief of debtors (or their non-U.S. equivalents). The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

A Default under clause (d) or (n) above shall not constitute an Event of Default until the Lender notifies the Parent of the Default or after the date on which such Default should reasonably have been known by the defaulting party and the applicable Loan Party does not cure such Default within the time specified in such clause (d) or (n) after receipt of such notice or after such date, as applicable. The Parent shall deliver to the Lender, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any event that is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the applicable Loan Party is taking or proposes to take in respect thereof.

Section 8.01        Guarantee.

(a)         Each Guarantor hereby jointly and severally and irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety on a senior basis to the Lender and Collateral Agent, as applicable, and their respective successors and assigns (i) the full and punctual payment when due, whether at Final Maturity Date, by acceleration, by redemption or otherwise, of all Obligations of the Borrowers under this Agreement, whether for payment of principal of, or premium (including the Premium) or interest on, the Loans, fees (including the loan origination fee or the Exit Fee), indemnification or other monetary obligations of the Borrowers under this Agreement and the other Loan Documents, and (ii) the full and punctual performance of all other obligations of the Loan Parties under this Agreement and the other Loan Documents, on the terms set forth in this Agreement by becoming a party to this Agreement, in each case, to the extent not paid or performed by any other Loan Party (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).

(b)        Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from any Guarantor, and that each Guarantor shall remain bound under this Article VIII notwithstanding any extension or renewal of any Guaranteed Obligation.

(c)        Each Guarantor waives presentation to, demand of payment from and protest to any Borrower of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under this Agreement and

the other Loan Documents or the Guaranteed Obligations. The obligations of the Guarantors hereunder shall not be affected by (i) the failure of the Lender or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against any Borrower or any other Person under this Agreement, any other Loan Document or any other agreement or otherwise; (ii) any extension or renewal of this Agreement, any other Loan Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any other Loan Document or any other agreement; (iv) the release of any security held by the Lender or the Collateral Agent for the Guaranteed Obligations or the Guarantors; or

(v) any change in the ownership of any Guarantor.

(d)         Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of any Borrower, and any right to which it may be entitled to (i) have the assets of such Borrower first be used and depleted as payment of such Borrower’s or the Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by each Guarantor hereunder and (ii) require that such Borrower be sued prior to an action being initiated against such Guarantor.

(e)         Each Guarantor further agrees that the Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by the Lender or the Collateral Agent to any security held for payment of the Guaranteed Obligations.

(f)          Except as expressly set forth herein, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantors herein shall not be discharged or impaired or otherwise affected by (i) the failure of the Lender or the Collateral Agent to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, (ii) any waiver or modification of any thereof, (iii) any default, failure or delay, willful or otherwise, in the performance of the obligations or (iv) any other act or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of the Guarantors or would otherwise operate as a discharge of the Guarantors as a matter of law or equity.

(g)       Each Guarantor agrees that the Guarantee shall remain in full force and effect until payment in full of the Guaranteed Obligations. Each Guarantor further agrees that the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, in respect of any Guaranteed Obligation is rescinded or must otherwise be restored by the Lender or the Collateral Agent upon the bankruptcy or reorganization of any Borrower or otherwise.

(h)         In furtherance of the foregoing and not in limitation of any other right that the Lender or the Collateral Agent has at law or in equity against the Guarantors by virtue hereof, upon the failure of the Borrowers to pay the principal of any Guaranteed

Obligation when and as the same shall become due, whether at maturity or by acceleration, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Lender in accordance with this Agreement, forthwith pay, or cause to be paid, in cash, to the Lender an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations and (ii) all other monetary obligations of the Borrowers then due to the Lender or the Collateral Agent (or both) in respect of the Guaranteed Obligations.

(i)         Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Lender in respect of any Guaranteed Obligations guaranteed hereby. Each Guarantor further agrees that, as between it, on the one hand, and the Lender or the Collateral Agent, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided herein for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided herein, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of this Section 8.01.

(j)        Each Guarantor also agrees to pay any and all costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Lender or the Collateral Agent (or both) in enforcing any rights under this Section 8.01.

(k)         Each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Agreement.

Section 8.02       Limitation on Liability. Each Guarantor hereby confirms that it is its intention that the Guarantee of such Guarantor does not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Lender, the Collateral Agent, the Borrowers and the Guarantors hereby irrevocably agree that, any term or provision of this Agreement to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Agreement, can be guaranteed hereby without rendering the Guarantee, as it relates to such Guarantor, void or voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all Guaranteed Obligations under this Agreement to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective maximum liability of all the Guarantors at the time of such payment.

Section 8.03       Release. A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be automatically released from all obligations under this Article VIII upon the merger, amalgamation or consolidation of any Guarantor with and into any other Loan Party that is the surviving Person in such merger, amalgamation or consolidation or upon the liquidation of such Guarantor following the Disposition of all of its assets to another Loan Party.

Section 8.04       Successors and Assigns. This Article VIII shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the Lender, the Collateral Agent and their respective successors and assigns and, in the event of any transfer or assignment of rights by the Lender or the Collateral Agent, the rights and privileges conferred upon that party in Agreement shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Agreement.

Section 8.05       No Waiver. Neither a failure nor a delay on the part of the Lender or the Collateral Agent in exercising any right, power or privilege under this Article VIII shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Lender and the Collateral Agent herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits that any of them may have under this Article VIII at law, in equity, by statute or otherwise.

Section 8.06       Modification. No modification, amendment or waiver of any provision of this Article VIII, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.

Section 8.07       Benefits Acknowledged . Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 8.08       Irish Guarantee Limitation. Each Guarantee of each Guarantor that that is incorporated, formed or organized in Ireland and becomes party hereto after the Effective Date in accordance with Section 6.26 does not apply to any liability to the extent that it would result in such guarantee constituting unlawful financial assistance within the meaning of Section 82 of the Companies Act 2014 of Ireland.

pursuant to Section 9.09) as the Collateral Agent hereunder and authorizes the Collateral Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Loan Party, (ii) take other actions on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Collateral Agent under such Loan Documents and (iii) exercise such powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Lender acknowledges that it has received a copy of the Senior Lender Intercreditor Agreement, consents to and authorizes the Collateral Agent’s execution and delivery thereof on behalf of itself and the Lender and agrees to be bound by the terms and provisions thereof, including any purchase option contained therein. The Lender further consents to and authorizes the Collateral Agent’s execution and delivery of any intercreditor or subordination agreements from time to time as expressly contemplated by the terms hereof on behalf of itself and the Lender and agrees to be bound by the terms and provisions thereof, including any purchase option contained therein.

(b)       Duties as Collateral Agent. Without limiting the generality of clause (a) above, the Collateral Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders, except as otherwise provided herein), and is hereby authorized, to (i) act as collateral agent for Lender for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (ii) manage, supervise and otherwise deal with the Collateral (solely in accordance with the direction of the Lender (or the Required Lenders, if applicable)), (iii) take such other action as requested by the Lender to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (iv) except as may be otherwise specified in any Loan Document, exercise all remedies given to the Collateral Agent and the Lender with respect to the Collateral, whether under the Loan Documents, applicable law or otherwise, and (v) to execute and deliver the Security Documents; provided, however, that the Collateral Agent hereby appoints, authorizes and directs the Lender to act as collateral sub-agent for Collateral Agent, for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Loan Party with, and cash and Cash Equivalents held by the Lender.

(c)        Limited Duties. Under the Loan Documents, the Collateral Agent (i) is acting solely on behalf of the Lender, with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Collateral Agent”, the terms “agent”, “Collateral Agent” and “collateral agent” and similar terms in any Loan Document to refer to Collateral Agent, which terms are used for title purposes only, and (ii) is not assuming and shall not have any actual or implied obligations, functions, responsibilities, duties, under any Loan Document (regardless of whether a default or Event of Default has occurred or is continuing) other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for the Lender or any other Person, and the Lender, by accepting the benefits of the Loan Documents, hereby waives and agrees not to assert any claim against the Collateral Agent based on the titles, duties and legal relationships expressly disclaimed in clauses (i) and (ii) above.

accordance with the provisions of the Loan Documents, (ii) any action taken (or omitted to be taken) by the Collateral Agent in reliance upon the instructions of the Lender and (iii) the exercise by the Collateral Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon the Lender.

(a)        No Action without Instructions. The Collateral Agent shall not be required to exercise any discretion or take, or omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to instructions from the Lender or counsel to the Lender.

(b)        Right Not to Follow Certain Instructions. Notwithstanding clause (a) above, the Collateral Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, the Collateral Agent receives an indemnification satisfactory to it from the Lender (or, to the extent applicable and acceptable to Collateral Agent, any other Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against the Collateral Agent or (ii) that is, in the opinion of the Collateral Agent or its counsel, contrary to any Loan Document or applicable law.

(c)        Exclusive Right to Enforce Rights and Remedies. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them with respect to the Collateral shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Collateral Agent in accordance with the Loan Documents for the benefit of all the Secured Parties; provided that the foregoing shall not prohibit (i) the Collateral Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Collateral Agent) hereunder and under the other Loan Documents, (ii) the Lender from exercising setoff rights in accordance with this Section 9.03 or (ii) the Lender from filing proofs of claim (and thereafter appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Bankruptcy Law or other Debtor Relief Law), but in the case of this clause (iv) if, and solely if, the Collateral Agent has not filed such proof of claim or other instrument of similar character in respect of the Obligations within fifteen (15) days before the expiration of the time to file the same.

Section 9.04        Delegation of Rights and Duties. The Collateral Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact or other Person (including the Lender), and the Collateral Agent shall, if so requested by the Lender in writing, appoint the Lender or the Lender’s designee as its agent in respect of any Control Agreement to which the Lender or such designee is or is to be a party and so delegate to the Lender or such designee its

(a)          The Collateral Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.07, (ii) rely on the Register, (iii) consult with any of its Affiliates and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party or the Lender) and (iv) rely and act upon any document and information (including those transmitted by electronic transmission) and any telephone message or conversation, in each case believed by it in good faith to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.

(b)          The Collateral Agent shall not be liable for any action taken or omitted to be taken by it under or in connection with any Loan Document, and the Lender, and each Loan Party hereby waive and shall not assert any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of the Collateral Agent (or, as the case may be, such Related Person) each as determined in a final, non-appealable judgment by a court of competent jurisdiction in connection with the duties expressly set forth herein. Without limiting the foregoing, the Collateral Agent:

(i)       shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Lender;

(ii)       shall not be responsible to any Lender or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document;

(iii)       makes no representation or warranty, and shall not be responsible, to the Lender or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Loan Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Loan Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lender) omitted to be transmitted by the Collateral Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by the Collateral Agent in connection with the Loan Documents;

(iv)       shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Loan Party or as to the occurrence or continuation or

possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from any Loan Party, or any Lender describing such Default or Event of Default clearly labeled “notice of default” or otherwise expressly describing such occurrence or continuation as a Default or Event of Default;

(v)      shall have no obligation to file financing statements, amendments to financing statements, or continuation statements, or to perfect or maintain the perfection of the Collateral Agent of the Collateral Agent’s Lien on the Collateral.

and, for each of the items set forth in clauses (b)(i) through (v) above, the Lender, and each Loan Party hereby waive and agree not to assert any right, claim or cause of action it might have against the Collateral Agent based thereon. Whether or not expressly stated in any Security Document, the rights, privileges and immunities of the Collateral Agent set forth herein shall be incorporated therein.

Section 9.06      Collateral Agent Individually. The Collateral Agent and its Affiliates may make loans and other extensions of credit to, acquire stock and stock equivalents of, engage in any kind of business with, any Loan Party or Affiliate thereof as though it were not acting as the Collateral Agent and may receive separate fees and other payments therefor. To the extent the Collateral Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender”, “Required Lenders” and any similar terms shall, except where otherwise expressly provided in any Loan Document, include the Collateral Agent or such Affiliate, as the case may be, in its individual capacity as a Lender or as one of the Required Lenders, respectively.

Section 9.07      Lender Credit Decision. The Lender acknowledges that it shall, independently and without reliance upon the Collateral Agent, or upon any document (including any offering and disclosure materials in connection with the syndication of the Loans) solely or in part because such document was transmitted by the Collateral Agent, conduct its own independent investigation of the financial condition and affairs of each Loan Party and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate. Except for documents expressly required by any Loan Document to be transmitted by the Collateral Agent to the Lender, the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that may come into the possession of the Collateral Agent.

costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Loan Party) that may be incurred by the Collateral Agent in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including preparation for or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to, its rights or responsibilities under any Loan Document.

(b)        The Lender further agrees to indemnify the Collateral Agent (to the extent not reimbursed by any Loan Party), severally and ratably, from and against liabilities that may be imposed on, incurred by or asserted against the Collateral Agent in any matter relating to or arising out of, in connection with or as a result of any Loan Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by the Collateral Agent under or with respect to any of the foregoing; provided, however, that the Lender shall not be liable to Collateral Agent to the extent such liability has resulted primarily from the gross negligence or willful misconduct of the Collateral Agent as determined by a court of competent jurisdiction in a final non-appealable judgment or order.

(c)       The undertaking in this Section 9.08 shall survive repayment or cancellation of the Loans, any foreclosure under, or modification, release or discharge of, any or all of the Security Documents, termination of this Agreement and the resignation or replacement of Collateral Agent.

Section 9.09        Resignation or Removal of Collateral Agent.

(a)       The Collateral Agent may resign at any time by delivering notice of such resignation to the Lender and the Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, on the date such notice shall be effective in accordance with the terms of this Section 9.09. If the Collateral Agent delivers any such notice, the Lender shall have the right to appoint a successor Collateral Agent. If, after 30 days after the date of the retiring Collateral Agent’s notice of resignation, no successor Collateral Agent has been appointed by the Lender that has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Lender, appoint a successor Collateral Agent from among the Lenders.

(b)       The Lender may remove the Collateral Agent at any time by delivering notice of such removal to the Collateral Agent, effective on the date set forth in such notice or, if no such date is set forth therein, on the date such notice shall be effective in accordance with the terms of this Section 9.09. If the Lender delivers any such notice, the Lender shall appoint a successor Collateral Agent that shall have accepted such appointment.

(c)         Effective immediately upon its resignation or removal, (i) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan

Section 9.10       Release of Collateral or Guarantors. Lender hereby consents to the release and hereby directs Collateral Agent to release any Collateral to the extent expressly provided in any Loan Document in accordance with the specific terms and provisions thereof. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Collateral Agent is hereby irrevocably authorized by the Lender (and the Lender hereby expressly consents), and the Collateral Agent hereby agrees, to take any action reasonably requested by the Borrowers to effect the release of any Collateral from the Lien created by the Security Documents: (a) upon Payment In Full of all Obligations or (b) if such Collateral is sold, transferred or otherwise disposed of to any Person other than a Loan Party in a transaction expressly permitted by this Agreement. The Lender hereby directs the Collateral Agent, and Collateral Agent hereby agrees, upon receipt by the Lender and the Collateral Agent of reasonable advance written notice (but in no event less than ten (10) Business Days advance written notice) from the Borrowers accompanied by an Officer’s Certificate stating such release complies with the Loan Documents, to, unless the Lender has provided a written objection to such release to the Collateral Agent and the Borrowers within ten (10) Business Days of receipt of such written notice, execute and deliver such documents and to perform other actions reasonably requested by the Borrowers and, at the Borrowers’ expense, to release the Guarantees and Liens when and as directed in this Section 9.10. Upon request by the Collateral Agent at any time, the Lender will confirm in writing the Collateral Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 9.10 solely to the extent required by this Agreement.

Section 9.11        Additional Secured Parties. The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Lender that is not a Lender party hereto as of the Effective Date as long as, by accepting such benefits, such Lender agrees, as among Collateral Agent and all other Secured Parties, that such Lender is bound by (and, if requested by Collateral Agent (at the direction of the Lender), shall confirm such agreement in a writing in form and substance acceptable to the Lender) this Agreement.

Section 9.12        Credit Bid. The Lender hereby irrevocably authorizes the Collateral Agent, on behalf of all Secured Parties to take any of the following actions upon the instruction of the Lender:

(a)        consent to the Disposition of all or any portion of the Collateral free and clear of the Liens securing the Obligations in connection with any Disposition pursuant to the applicable provisions of Title 11 of the United States Code, including Section 363 thereof;

(b)         credit bid all or any portion of the Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any Disposition of all or any portion of the Collateral pursuant to the applicable provisions of Title 11 of the United States Code, including Section 363 thereof;

(c)         credit bid all or any portion of the Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any Disposition of all or any portion of the Collateral pursuant to the applicable provisions of the Uniform Commercial Code, including Section 9-610 or Section 9-620 of the UCC;

(d)         credit bid all or any portion of the Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any foreclosure or other Disposition conducted in accordance with applicable law following the occurrence of an Event of Default, including by power of sale, judicial action or otherwise; or

(e)         estimate the amount of any contingent or unliquidated Obligations of the Lender;

it being understood that no Lender shall be required to fund any amount (other than by means of offset) in connection with any purchase of all or any portion of the Collateral by Collateral Agent pursuant to the foregoing clauses (b), (c) or (d) without its prior written consent.

Lender agrees that the Collateral Agent is under no obligation to credit bid any part of the Obligations or to purchase or retain or acquire any portion of the Collateral; provided that, in connection with any credit bid or purchase described under clauses (b), (c) or (d) of the preceding paragraph, the Obligations owed to all of the Secured Parties (other than with respect to contingent or unliquidated liabilities as set forth in the next succeeding paragraph) may be, and shall be, credit bid by the Collateral Agent on a ratable basis.

With respect to each contingent or unliquidated claim that is an Obligation, the Collateral Agent is hereby authorized, but is not required, to estimate the amount thereof for purposes of any credit bid or purchase described in the second preceding paragraph so long as the estimation of the amount or liquidation of such claim would not unduly delay the ability of the Collateral Agent to credit bid the Obligations or purchase the Collateral in the relevant Disposition. In the event that the Collateral Agent, in its sole and absolute discretion (at the direction of the Lender), elects not to estimate any such contingent or unliquidated claim or any such claim cannot be estimated without unduly delaying the ability of the Collateral Agent to consummate any credit bid or purchase in accordance with the second preceding paragraph, then any contingent or unliquidated claims not so estimated shall be disregarded, shall not be credit bid and shall not be

A Lender whose Obligations are credit bid under clauses (b), (c) or (d) of the third preceding paragraph shall be entitled to receive interests in the Collateral or any other asset acquired in connection with such credit bid (or in the Capital Stock of the acquisition vehicle or vehicles that are used to consummate such acquisition) on a ratable basis in accordance with the percentage obtained by dividing (x) the amount of the Obligations of such Lender that were credit bid in such credit bid or other Disposition, by (y) the aggregate amount of all Obligations that were credit bid in such credit bid or other Disposition.

(a)       The Lender hereby agrees that (i) if the Collateral Agent notifies in writing such Lender that the Collateral Agent has determined in its sole discretion that any funds received by such Lender from the Collateral Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, an “Erroneous Payment”) and demands in writing the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Collateral Agent may not make any such demand under this clause (a)(i) with respect to an Erroneous Payment unless such demand is made within two (2) Business Days of the date of receipt of such Erroneous Payment by the Lender), such Lender shall promptly, but in no event later than two (2) Business Days after receipt of such written demand, return to the Collateral Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a written demand was made, in same day funds (in the currency so received), together with, if identified in such written demand, interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Collateral Agent in same day funds at a rate determined by the Collateral Agent in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Lender shall not assert any right or claim to the Erroneous Payment, and such Lender hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Collateral Agent for the return of any Erroneous Payments received, including waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Collateral Agent to any Lender under this clause (a) shall be conclusive, absent manifest error.

(b)       Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from the Collateral Agent (or any of its Affiliates) (i) that is in a different amount than, or on a different date from, that specified in a written notice of payment sent by the Collateral Agent (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), (ii) that was not preceded or accompanied by an Erroneous Payment Notice, or (iii) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, an error shall have been presumed to have been made (absent written confirmation from the Collateral Agent to the contrary) with respect to such Erroneous Payment, and to the extent

permitted by applicable law, such Lender shall not assert any right or claim to the Erroneous Payment, and such Lender hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Collateral Agent for the return of any Erroneous Payments received, including waiver of any defense based on “discharge for value” or any similar doctrine. Each Lender agrees that, in each such case, it shall promptly (and, in all events, within one Business Day of its knowledge (or deemed knowledge) of such error) notify the Collateral Agent of such occurrence and, upon demand from the Collateral Agent, it shall promptly, but in all events no later than one Business Day after receipt of such written demand, return to the Collateral Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a written demand was made in same day funds (in the currency so received), together with, if identified in such written demand, interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Collateral Agent in same day funds at a rate determined by the Collateral Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(c)         The Borrowers and each other Loan Party hereby agree that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Erroneous Payment (or portion thereof) for any reason, the Collateral 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 the Borrowers or any other Loan Party.

(d)         Each party’s obligations under this Section 9.13 shall survive the resignation or replacement of the Collateral Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

(a)        Notices Generally. All notices and other communications provided for hereunder shall be in writing and shall be mailed (certified mail, postage prepaid and return receipt requested) or delivered by hand, Federal Express or other reputable overnight courier:

the other parties complying as to delivery with the terms of this Section 10.01. All such notices and other communications shall be effective, (i) if mailed (certified mail, postage prepaid and return receipt requested), when received or three (3) days after being deposited in the mails, whichever occurs first, (ii) if telecopied, when transmitted and confirmation received, or (iii) if delivered by hand, Federal Express or other reputable overnight courier, upon delivery, except that notices to the Lender pursuant to Article II or to the Collateral Agent shall not be effective until received by the Lender or the Collateral Agent, as applicable.

(i)         Each of the Lender and the Loan Parties 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. Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Lender. Any electronic communication system used by the Lender is provided on an as-available basis, and the Lender shall have no liability for any damage caused to any Loan Party or their respective property by any third party provider of such electronic communication system.

(ii)        Unless the Lender otherwise prescribes, (A) 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), and (B) 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 (A), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (A) and (B) above, if such notice, email 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.

(a)       Except as otherwise provided in Section 10.02(f), no amendment, modification or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender and the Parent; provided, that, at any time when there are two or more Lenders pursuant to one or more partial assignments made by the Lender in accordance with Section 10.07, subject to the additional requirements of Sections 10.02(b), 10.02(d) and 10.02(e), no amendment, modification or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Parent.

(b)        No amendment, modification or waiver of any provision of any Loan Document, and no consent to any departure by any Loan Party therefrom, shall:

(i)          extend the scheduled final maturity of any Loan without the written consent of the Lender holding such Loan;

(ii)         reduce the principal amount of any Loan without the written consent of the Lender holding such Loan;

(iii)        increase or reinstate the Commitment of any Lender without the written consent of such Lender;

(iv)        reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.04(b)) without the written consent of the Lender holding such Loan;

(v)        reduce any fee or premium payable under any Loan Document without the written consent of the Lender that is entitled to receive such fee or premium;

(vi)       extend the time for payment of any interest on any Loan without the written consent of the Lender holding such Loan; or

(vii)      extend the time for payment of any fee (including the Exit Fee) or premium (including the Premium) payable under any Loan Document without the written consent of the Lender that is entitled to receive such fee or premium.

(c)       The written consent of one or more Lenders having or holding, as of the relevant date of determination, an aggregate principal amount of Loans outstanding as of such date representing more than 75% of the Loan or aggregate Loans outstanding hereunder as of such date is required in order to release or subordinate the Liens of the Collateral Agent in all or substantially all of the Collateral, or release any Borrower from its obligations hereunder or any Guarantor from its Guarantee or subordinate the rights or claims of any Lender with respect thereto, in each case, except as expressly provided in the Loan Documents; provided, in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Required Lenders pursuant to section 363(k), section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or other sale or disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Loan Documents, only the consent of the Required Lenders will be needed for such release.

(d)        Without the written consent of all Lenders, no amendment, modification or waiver of any provision of any Loan Document, or consent to any departure by any Loan Party therefrom, shall:

(i)         amend, modify or waive any provision of this Section 10.02 or Section 10.07 or the definition of any term used therein;

(ii)       amend, modify or waive any term or condition of this Agreement or any other Loan Document that expressly provides that the consent of all Lenders is required;

(iii)        amend, modify or waive any provision of the definition of “Required Lenders”; or

(iv)      consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document.

(e)        Notwithstanding anything to the contrary herein, no Loan Party, Equity Investor or any of their respective Affiliates that becomes a lender hereunder shall have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and any Loans held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to the Loans of all other Lenders in the aggregate (other than such Loan Party or Equity Investor).

(f)       Notwithstanding anything to the contrary herein, this Agreement and the other Loan Documents may be amended (or amended and restated) by a written instrument signed by the Lender to (x) cure any ambiguity, omission, mistake, defect or inconsistency (as reasonably determined by the Lender) or (y) effect administrative changes of a technical or immaterial nature (including to effect administrative changes of a technical or immaterial nature to the terms, to provide for multiple lenders or to add an administrative agent hereunder to act on behalf of such lenders) and such amendment (or amendments and restatements) shall be deemed approved by the Parent if the Parent shall have received at least five (5) Business Days’ prior written notice of such change and not objected thereto.

(g)        The Borrower shall promptly deliver a copy of any amendment executed pursuant to this Section 10.02 to the Collateral Agent. No amendment shall affect the rights, privileges, immunities or duties of the Collateral Agent without the consent of the Collateral Agent.

Section 10.04     Expenses; Attorneys’ Fees. The Borrowers will pay on demand, all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of the Lender and Collateral Agent, arising from or relating to: ( a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including the preparation of any additional Loan Documents or the review of any of

the agreements, instruments and documents referred to in Article VI), (b) any amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of the Lender’s and the Collateral Agent’s rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against the Lender or the Collateral Agent by any Person that arises from or relates to this Agreement, any other Loan Document, the Lender’s claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the filing of any petition, complaint, answer, motion or other pleading by the Lender or the Collateral Agent, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party, (j) the rating of the Loans by one or more rating agencies in connection with the Lender’s Securitization, and (k) the receipt by the Lender or the Collateral Agent of any advice from professionals with respect to any of the foregoing, but excluding any Taxes (which shall be dealt with under Section 2.07). Notwithstanding the foregoing, the Borrowers shall not be required to reimburse expenses in excess of [***] in connection with all fees and expenses incurred by Lender’s counsel in the United States and [***] in the aggregate in connection with all fees and expenses incurred by Lender’s local counsel or counsels in any Specified Jurisdiction (other than the United States), in each case through and including the Effective Date in connection with the negotiation and structuring of the facilities under the Loan Documents and the RIPSA, without the Parent’s consent (such consent not to be unreasonably withheld, conditioned or delayed). Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrowers agree to pay all broker fees that may become due in connection with the transactions contemplated by this Agreement and the other Loan Documents and (y) if any Loan Party fails to perform any covenant or agreement contained herein or in any other Loan Document, the Lender may itself perform or cause performance of such covenant or agreement, and the expenses of the Lender incurred in connection therewith shall be reimbursed on demand by the Borrowers. The obligations of the Borrowers under this Section 10.04 shall survive the repayment of the Obligations, the discharge of any Liens granted under the Loan Documents or the earlier resignation or removal of the Collateral Agent.

Section 10.05     Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Lender may, and is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, set off and apply any and all deposits in accounts that constitute Collateral (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by the Lender or any of their respective Affiliates to or for the credit or the account of any Loan Party against any and all obligations of the Loan Parties either now or hereafter existing under any Loan Document, irrespective of whether or not the Lender shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured. The Lender agrees to notify such Loan Party promptly after any such set-off and application made by the Lender or any of its respective Affiliates, as applicable, provided that the failure to give such notice shall not affect the validity

of such set-off and application. The rights of the Lender under this Section 10.05 are in addition to the other rights and remedies (including other rights of set-off) which the Lender may have under this Agreement or any other Loan Documents of law or otherwise.

Section 10.06    Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

(a)         This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and the Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder or under the other Loan Documents without the prior written consent of the Lender and any such assignment without the Lender’s prior written consent shall be null and void.

(b)         The Lender may assign to one or more other lenders or other Persons all or a portion of its rights and obligations under this Agreement with respect to any Loan or portion thereof held by it with, so long as no Default has occurred and is continuing, the prior written consent the Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided that no such consent of Parent shall be required in respect of an assignment to an existing Lender or to an Affiliate or a Related Fund of a Lender; provided, further, that (i) such assignment is in an amount which is at least $5,000,000 or a multiple of $100,000 in excess thereof (or the remainder of the Lender’s Commitment), except that such requirements in respect of a minimum amount and multiples in excess thereof shall not apply to an assignment by a Lender to (x) a Lender, an Affiliate of a Lender or a Related Fund of a Lender or (y) a group of new Lenders, each of whom is an Affiliate or Related Fund of each other to the extent the aggregate amount to be assigned to all such new Lenders is at least $5,000,000 or a multiple of $100,000 in excess thereof; (ii) the parties to each such assignment shall execute and deliver to the Lender, for its acceptance, an Assignment and Acceptance, together with the promissory note, if any, subject to such assignment; (iii) no such assignment shall be made to any Loan Party, any Equity Investor or any of their respective Affiliates; (iv) Lender shall give the Swiss Borrower notice of such assignment or transfer (along with confirmation from the proposed assignee or transferee as to whether the assignee or transferee is a Qualifying Bank) at least ten (10) Business Days prior to such assignment or transfer; (v) the Swiss Borrower may make a written objection to such Lender prior to such assignment or transfer based on the Swiss Borrower’s reasonable belief that such assignment or transfer could reasonably be expected to violate the 10 Non-Bank Rule; (vi) if such objection is made, such assignment or transfer shall be effected only with the Swiss Borrower’s consent, not to be unreasonably withheld or delayed (it being unreasonable to withhold consent unless such assignment or transfer could reasonably be expected to violate the 10 Non-Bank Rule, including cases where there is reasonable doubt or uncertainty whether the confirmation of the assignee or transferee being a Qualifying Bank is correct or there is reasonable doubt or uncertainty whether the assignee or transferee could be regarded as several parties by the Swiss Federal Tax Administration) and (vii) Lender shall give the Borrower notice of such assignment or transfer (along with confirmation from the proposed

assignee or transferee in accordance with Section 2.07(i)). Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance and recordation on the Register, which effective date shall be at least three (3) Business Days after the delivery thereof to the Lender (or such shorter period as shall be agreed to by the Lender and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (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, the Lender shall cease to be a party hereto).

(c)         By executing and delivering an Assignment and Acceptance, the assigning Lender 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, the 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information 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 the assigning 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 and the other Loan Documents; and (v) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Lender.

(d)        The Registrar shall without liability, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained, a copy of each Assignment and Acceptance delivered to and, to the extent needed, accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and the principal amount of the Loans (and stated interest thereon) owing to the Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Collateral Agent and the Lender 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 Collateral Agent, Borrowers and any Lender party hereto at any reasonable time and from time to time upon reasonable prior notice. In connection with any amendment requiring the Collateral Agent's consent or direction to the Collateral Agent under the Loan Documents, the Collateral Agent shall be entitled to receive, and may conclusively rely on, a then-current copy of the Register,

and may, in its discretion, act or refuse to act until it is provided to it This Section 10.07(d) shall be construed so that the Loans and Commitment are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Code. Additionally, the parties to each assignment shall execute and deliver to the Parent any tax forms or other documentation required to be delivered pursuant to Section 2.07.

(e)         In the event that the Lender sells participations in a Loan, the Lender shall, acting for this purpose as a non-fiduciary agent on behalf of the Borrowers, maintain, or cause to be maintained, a register, on which it enters the name of all participants in the Loans held by it and the principal amount (and stated interest thereon) of the portion of the Loan that is the subject of the participation (the “Participant Register”). A Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register, which shall be conclusive absent manifest error. The Participant Register shall be available for inspection by the Borrowers and any Lender party hereto at any reasonable time and from time to time upon reasonable prior notice. The Participant Register shall be maintained in registered form within the meaning of Section 5f.103-1(c) of the Treasury Regulations.

(f)         The Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment, the Loans made by it); provided that (i) the Lender’s obligations under this Agreement (including its Commitment hereunder) and the other Loan Documents shall remain unchanged; (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) a participant shall not be entitled to require the Lender to take or omit to take any action hereunder except (A) action directly effecting an extension of the maturity dates or decrease in the principal amount of the Loans, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party.

(g)        Each Borrower agrees that each participant in a Loan that has not become a Lender with respect to the assigned interest shall be entitled to the benefits of Section 2.07 (subject to the requirements and limitations therein, including the requirements under Section 2.07(e) (it being understood that the documentation required from the participant or assignee under Section 2.07(e) shall be provided in the first instance to the Person through whom such participation or assigned interest is held)) to the same extent as if it were a Lender and had acquired the relevant interest in the Loan by assignment under Section 10.07(b); provided that such (1) participant or assignee (i) agrees to be subject to the provisions of Section 2.07 as if it were a Lender that was an assignee under Section 10.07(b) and (ii) shall not be entitled to receive any greater benefit than the applicable Lender would have received if such participation or assignment had been effected as an assignment pursuant to Section 10.07(b) and (2) (i) the participant shall only be entitled to such benefits (including, for the avoidance of doubt, any

requirement to make an increased payment or make any payment for any Indemnified Taxes) if the effect of the participation is to make the participant the beneficial owner of the interest paid by the Borrower; and (i) Section 2.17(l) shall apply mutatis mutandis as if references to an assignment in that Section included a participation.

(h)        The Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of the Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or loans made to the Lender pursuant to a securitization or similar credit facility (a “Securitization”); provided that no such pledge or assignment shall release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto. The Loan Parties shall cooperate with the Lender and its Affiliates to effect the Securitization including by providing such information as may be reasonably requested by the Lender in connection with the rating of its Loans or the Securitization.

Section 10.08      Counterparts; Execution. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. Any counterpart may be executed by facsimile or other electronic transmission, and such facsimile or other electronic transmission shall be deemed an original. The words “execution”, “signed” and “signature” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including “pdf”, “tif” or “jpg”) and other electronic signatures (including DocuSign and AdobeSign). The use of electronic signatures and electronic records (including any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable Law, including the Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable Law, including any state Law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. The foregoing shall apply to each other Loan Document mutatis mutandis. Any communication sent to Collateral Agent under this Credit Agreement that requires a signature must be in the form of a document that is signed in the manner provided above. The Loan Parties, the Lender and the Collateral Agent agree to assume all risks arising out of its use of digital signatures and electronic methods to submit communications to the Collateral Agent, including the risk of the Collateral Agent acting on unauthorized instructions (other than any instructions actually known by the Collateral Agent to be unauthorized or otherwise invalid) and the risk of interception and misuse by third parties; provided that neither any Loan Party nor the Lender assumes any such risks if such Loan Party or the Lender, respectively, incurs any loss, liability or expense as a result of the Collateral Agent’s or any related person’s willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction).

Section 10.09  GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF

THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF THAT WOULD MANDATE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION).

Section 10.11     WAIVER OF JURY TRIAL. EACH LOAN PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH, OR ARISING FROM

ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH LOAN PARTY CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS.EACH LOAN PARTY HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THIS AGREEMENT.

Section 10.12      Consent by the Lender. Except as otherwise expressly set forth herein to the contrary or in any other Loan Document, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”) of the Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party is a party and to which the Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by the Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.

Section 10.13       No Party Deemed Drafter. Each of the parties hereto agrees that no party hereto shall be deemed to be the drafter of this Agreement.

Section 10.14       Reinstatement; Certain Payments. If any claim is ever made upon the Lender for repayment or recovery of any amount or amounts received by the Lender in payment or on account of any of the Obligations, the Lender shall give prompt notice of such claim to the Parent, and if the Lender repays all or part of such amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Lender or any of its property, or (ii) any good faith settlement or compromise of any such claim effected by the Lender with any such claimant, then and in such event each Loan Party agrees that (A) any such judgment, decree, order, settlement or compromise shall be binding upon it notwithstanding the cancellation of any Indebtedness hereunder or under the other Loan Documents or the termination of this Agreement or the other Loan Documents, and (B) it shall be and remain liable to the Lender hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Lender.

(a)         In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless the Lender, the Collateral Agent, the Registrar and all of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution, administration or performance or enforcement of this Agreement, any other Loan Document or of any other document executed

in connection with the transactions contemplated by this Agreement, (ii) the Lender’s furnishing of funds to the Borrowers for the account of the Borrowers under this Agreement or the other Loan Documents, including the management of any such Loans or the Borrowers’ use of the proceeds thereof, (iii) the Lender relying on any instructions of any Borrower or the handling of the Loan Account as herein provided, (iv) the Collateral Agent relying on any instructions of any Borrower and the Lender or the handling of the Collateral as provided herein or in any Security Document, (v) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, (vi) all Environmental Liabilities and Costs relating to: (A) the presence, disposal, Release or threatened Release of any Hazardous Materials on any property owned or occupied by any Loan Party or any of its Subsidiaries, (B) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (C) any violation of Environmental Laws by any Loan Party or any of its Subsidiaries, and (D) any Environmental Actions filed against any Loan Party or its Subsidiaries, or (vii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction. For purposes of this Section 10.15, the terms “Collateral Agent” and “Indemnitees” shall include the Lender or the Lender’s designee acting as an agent of the Collateral Agent pursuant to Section 9.04 hereof.

(b)        The indemnification for all of the foregoing losses, damages, fees, costs and expenses of the Indemnitees set forth in this Section 10.15 are chargeable against the Loan Account. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 10.15 may be unenforceable because it is violative of any law or public policy, each Loan Party shall, jointly and severally, contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.

(c)        To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereby waives, any claim against any other party on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

(d)        The indemnities and waivers set forth in this Section 10.15 shall survive the repayment of the Obligations, discharge of any Liens granted under the Loan Documents or the earlier resignation or removal of the Collateral Agent.

(e)          This Section 10.15 shall not apply with respect to Taxes, other than Taxes arising from any non-Tax claim.

Section 10.16    Joint and Several Liability. Each Borrower shall be jointly and severally liable for all of the Obligations of each other Borrower, regardless of which Borrower

actually receives the proceeds or other benefits of the Loan or the manner in which Borrowers or the Lender accounts therefor in their respective books and records. Each Borrower acknowledges that it will enjoy significant benefits from the business conducted by each other Borrower because of, inter alia, their combined ability to bargain with other Persons including without limitation their ability to receive the Loan under this Agreement and the other Loan Documents which would not have been available to any Borrower acting alone. Each Borrower has determined that it is in its best interest to procure the credit facilities contemplated hereunder, with the credit support of each other Borrower as contemplated by this Agreement and the other Loan Documents. The Lender has advised each Borrower that it is unwilling to enter into this Agreement and the other Loan Documents and make available the credit facilities extended hereby or thereby to any Borrower unless each Borrower agrees, among other things, to be jointly and severally liable for the due and proper payment of the Obligations of each other Borrower. Each Borrower has determined that it is in its best interest and in pursuit of its purposes that it so induce the Lender to extend credit pursuant to this Agreement and the other Loan Documents executed in connection herewith (A) because of the desirability to each Borrower of the loan facility hereunder, (B) because each Borrower may engage in transactions jointly with other Borrowers and (C) because each Borrower may require, from time to time, access to funds provided under this Agreement for general corporate purposes. Each Borrower, individually, expressly understands, agrees and acknowledges, that the loan facility hereunder would not be made available on the terms herein in the absence of the collective credit of all the Borrowers, and the joint and several liability of all the Borrowers. Accordingly, each Borrower acknowledges that the benefit of the accommodations made under this Agreement to the Borrowers, as a whole, constitutes reasonably equivalent value, regardless of the amount of the indebtedness actually borrowed by, advanced to, or the amount of credit provided to, or the amount of collateral provided by, any one Borrower. To the extent that applicable law otherwise would render the full amount of the joint and several obligations of any Borrower hereunder and under the other Loan Documents invalid or unenforceable, such Person’s obligations hereunder and under the other Loan Documents shall be limited to the maximum amount which does not result in such invalidity or unenforceability; provided, that each Borrower’s obligations hereunder and under the other Loan Documents shall be presumptively valid and enforceable to their fullest extent in accordance with the terms hereof or thereof, as if this Section 10.16 were not a part of this Agreement. Each Borrower assumes responsibility for keeping itself informed of the financial condition of each other Borrower, and any and all endorsers and/or guarantors of any instrument or document evidencing all or any part of such other Borrower’s Obligations, and of all other circumstances bearing upon the risk of nonpayment by such other Borrower of their Obligations, and each Borrower agrees that the Lender shall have no duty to advise such Borrower of information known to the Lender regarding such condition or any such circumstances or to undertake any investigation not a part of its regular business routine. If the Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, the Lender shall be under no obligation to update any such information or to provide any such information to such Borrower or any other Person on any subsequent occasion.

Section 10.17      Records. The unpaid principal and premium of and interest on the Loans, the interest rate or rates applicable to such unpaid principal and interest, the duration of such applicability, the Commitment, and the accrued and unpaid fees payable pursuant to Section

2.06 hereof, including the Premium and the Exit Fee, shall at all times be ascertained from the records of the Lender, which shall be conclusive and binding absent manifest error.

Section 10.18    Binding Effect. This Agreement shall become effective when it shall have been executed by each Loan Party and the Lender, and thereafter shall be binding upon and inure to the benefit of each Loan Party, the Lender, and their respective successors and assigns, except that the Loan Parties shall not have the right to assign their rights hereunder or any interest herein without the prior written consent of the Lender, and any assignment by the Lender shall be governed by Section 10.07 hereof.

Section 10.19     Highest Lawful Rate. It is the intention of the parties hereto that the Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby or by any other Loan Document would be usurious as to the Lender under laws applicable to it (including the laws of the United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to the Lender notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in this Agreement or any other Loan Document or any agreement entered into in connection with or as security for the Obligations, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under law applicable to the Lender that is contracted for, taken, reserved, charged or received by the Lender under this Agreement or any other Loan Document or agreements or otherwise in connection with the Obligations shall under no circumstances exceed the maximum amount allowed by such applicable law, any excess shall be canceled automatically and if theretofore paid shall be credited by the Lender on the principal amount of the Obligations (or, to the extent that the principal amount of the Obligations shall have been or would thereby be Paid In Full, refunded by the Lender, as applicable, to the Borrowers); and (ii) in the event that the maturity of the Obligations is accelerated by reason of any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to the Lender may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall, subject to the last sentence of this Section 10.19, be canceled automatically by the Lender, as applicable, as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by the Lender, as applicable, on the principal amount of the Obligations (or, to the extent that the principal amount of the Obligations shall have been or would thereby be Paid In Full, refunded by the Lender to the Borrowers). All sums paid or agreed to be paid to the Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to the Lender, be amortized, prorated, allocated and spread throughout the full term of the Loans until Payment In Full so that the rate or amount of interest on account of any Loans hereunder does not exceed the maximum amount allowed by such applicable law. If at any time and from time to time (x) the amount of interest payable to the Lender on any date shall be computed at the Highest Lawful Rate applicable to the Lender pursuant to this Section 10.19 and (y) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Lender would be less than the amount of interest payable to the Lender computed at the Highest Lawful Rate applicable to the Lender, then the amount of interest payable to the Lender in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate applicable to the Lender until the total amount of interest payable to the

For purposes of this Section 10.19, the term “applicable law” shall mean that law in effect from time to time and applicable to the loan transaction between the Borrowers, on the one hand, and the Lender, on the other, that lawfully permits the charging and collection of the highest permissible, lawful non-usurious rate of interest on such loan transaction and this Agreement, including laws of the State of New York and, to the extent controlling, laws of the United States of America or any other jurisdiction from time to time where a Loan Party may be incorporated, formed or otherwise constituted.

The right to accelerate the maturity of the Obligations does not include the right to accelerate any interest that has not accrued as of the date of acceleration.

Section 10.20   Confidentiality. The Lender agrees (on behalf of itself and each of its affiliates, directors, officers, employees and representatives) to use reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of this nature and in accordance with safe and sound practices of comparable commercial finance companies, any non-public information supplied to it by the Loan Parties pursuant to this Agreement or the other Loan Documents (and which at the time is not, and does not thereafter become, publicly available or available to such Person from another source not known to be subject to a confidentiality obligation to such Person not to disclose such information), provided that nothing herein shall limit the disclosure by the Lender of any such information (i) to its Affiliates and to its and its Affiliates’ respective equity holders (including partners), directors, officers, employees, agents, trustees, counsel, advisors and 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 in accordance with this Section 10.20); (ii) to any other party hereto; (iii) to parties involved in the Lender’s Securitization; or (iv) to any assignee or participant (or prospective assignee or participant) or any party to a Securitization so long as such assignee or participant (or prospective assignee or participant) or party to a Securitization first agrees, in writing, to be bound by confidentiality provisions similar in substance to this Section 10.20; (v) to the extent required by any Requirement of Law or judicial process or as otherwise requested by any Governmental Authority; (vi) to the National Association of Insurance Commissioners or any similar organization, any examiner, auditor or accountant or any nationally recognized rating agency or otherwise to the extent consisting of general portfolio information that does not identify Loan Parties; (vii) in connection with any litigation to which the Lender is a party; (viii) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; or (ix) with the consent of the Parent. The Lender agrees, prior to any disclosure under clause (iv) or (vi) above to (A) any Governmental Authority that does not have supervisory, regulatory or other similar authority with respect to the Lender and that is seeking such disclosure solely in connection with an investigation, action, suit or other proceeding that does not otherwise involve the Lender or (B) any other Person that is not a Governmental Authority, to use reasonable efforts to notify the Parent of any request for the disclosure of any such confidential information so as to provide the Parent with a reasonable opportunity to obtain a protective order or other comparable relief, provided that the failure to so

notify the Parent shall not expose the Lender to any liability. Any confidentiality agreement executed and delivered by the Lender (or any Affiliate thereof) prior to the Effective Date shall be terminated as of the Effective Date.

Section 10.21     Public Disclosure. Each Loan Party agrees that neither it nor any of its Affiliates will now or in the future issue any press release or other public disclosure using the name of the Lender or any of its Affiliates or referring to this Agreement or any other Loan Document without the prior written consent of the Lender, except to the extent that such Loan Party or such Affiliate is required to do so under applicable law (in which event, such Loan Party or such Affiliate will consult with the Lender before issuing such press release or other public disclosure). Each Loan Party hereby authorizes the Lender, after consultation with the Parent, to advertise the closing of the transactions contemplated by this Agreement, and to make appropriate announcements of the financial arrangements entered into among the parties hereto, as the Lender shall deem appropriate, including on a home page or similar place for dissemination of information on the Internet or worldwide web, or in announcements commonly known as tombstones, in such trade publications, business journals, newspapers of general circulation and to such selected parties as the Lender shall deem appropriate.

Section 10.22      Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.

Section 10.23      USA PATRIOT Act. To the extent the Lender is subject to the requirements of the USA PATRIOT Act and hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the entities composing the Loan Parties, which information includes the name and address of each such entity and other information that will allow the Lender to identify the entities composing the Loan Parties in accordance with the USA PATRIOT Act. The Loan Party agrees to take such action and execute, acknowledge and deliver at its sole cost and expense, such instruments and documents as the Lender may reasonably require from time to time in order to enable the Lender to comply with the USA PATRIOT Act.

Section 10.24     Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

Section 10.25    Effect of Payment in Full. When all Obligations hereunder which are accrued and payable have been Paid In Full, this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement.

Section 10.26     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 such parties, each party hereto 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 agrees and consents to, and acknowledges and agrees to be bound by (i) 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 it by any party hereto that is an Affected Financial Institution and (ii) the effects of any Bail-In Action on any such liability, including, if applicable: (x) a reduction in full or in part or cancellation of any such liability, (y) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (z) 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.

Section 10.27     Judgment Currency. This is an international financial transaction in which the specification of a currency and payment in New York is of the essence. Dollars shall be the currency of account in the case of all payments pursuant to or arising under this Agreement or under any other Loan Document, and all such payments shall be made to the Loan Account in New York in immediately available funds. To the full extent permitted by applicable law, the obligations of each Loan Party to the Lender under this Agreement and under the other Loan Documents shall not be discharged by any amount paid in any other currency or in a place other than to the Loan Account in New York to the extent that the amount so paid after conversion under this Agreement and transfer to New York does not yield the amount of Dollars in New York due under this Agreement and under the other Loan Documents. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder in Dollars into another currency (the “Other Currency”), to the full extent permitted by applicable law, the rate of exchange used shall be that at which the Lender could, in accordance with normal procedures, purchase Dollars with the Other Currency on the Business Day preceding that on which final judgment is given. The obligation of each Loan Party in respect of any such sum due from it to the Lender hereunder shall, notwithstanding any judgment in such Other Currency, be discharged only to the extent that, on the Business Day immediately following the date on which the Lender receives any sum adjudged to be so due in the Other Currency, the Lender may, in accordance with normal banking procedures, purchase Dollars with the Other Currency. If the Dollars so purchased are less than the sum originally due to the Lender in Dollars, each Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Lender against such loss, and if the Dollars so purchased exceed the sum originally due to the Lender in Dollars, the Lender agrees to remit to the Loan Parties such excess.

Section 10.28     Waiver of Immunity. To the extent that any Loan Party has or hereafter may acquire (or may be attributed, whether or not claimed) any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service of process or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such Loan Party hereby irrevocably waives and agrees not to plead or claim, to the fullest extent permitted by law, such immunity in respect of (a) its obligations under the Loan Documents, (b) any legal proceedings to enforce such obligations and (c) any legal proceedings to enforce any judgment rendered in any proceedings to enforce such obligations.

Each Loan Party hereby agrees that the waivers set forth in this Section 10.28 shall be to the full extent permitted under the Foreign Sovereign Immunities Act and are intended to be irrevocable for purposes of the Foreign Sovereign Immunities Act.

Section 10.29   Swiss Limitations. Notwithstanding anything to the contrary in this Agreement and the other Loan Documents, the obligations of the Swiss Borrower or any other Loan Party incorporated in Switzerland (collectively the “Swiss Loan Party”) and the rights of the Collateral Agent and Lender under this Agreement and the other Loan Documents are subject to the following limitations:

(a)         If and to the extent a guarantee or security interest granted or any other obligations assumed by a Swiss Loan Party under this Agreement and the other Loan Documents guarantees or secures obligations of its (direct or indirect) parent company (upstream security) or its sister companies (crossstream security) (the “Upstream or Cross-Stream Secured Obligations”) and if and to the extent using the proceeds from the enforcement of such guarantee, security interest or other obligation to discharge the Upstream or Cross-Stream Secured Obligations would constitute a repayment of capital (Einlagerückgewähr/Kapitalrückzahlung), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) under Swiss corporate law, the proceeds from the enforcement of such guarantee, security interest or other obligation to be used to discharge the Upstream or Cross-Stream Secured Obligations shall be limited to the maximum amount of that Swiss Loan Party’s freely disposable shareholder or quotaholder equity at the time of enforcement (the “Maximum Amount”); provided that such limitation is required under the applicable law at that time; provided, further, that such limitation shall not free the Swiss Loan Party from its obligations in excess of the Maximum Amount, but merely postpone the performance date of those obligations until such time or times as performance is again permitted under then applicable law. This Maximum Amount of freely disposable shareholder or quotaholder equity shall be determined in accordance with Swiss law and applicable Swiss accounting principles, and, if and to the extent required by applicable Swiss law, shall be confirmed by the auditors of the Swiss Loan Party on the basis of an interim audited balance sheet as of that time.

(b)        In respect of Upstream or Cross-Stream Secured Obligations, the Swiss Loan Party shall, as concerns the proceeds resulting from the enforcement of the guarantee or security interest granted or other obligations assumed under this Agreement and the other Loan Documents, if and to the extent required by applicable law in force at the relevant time:

(i)          procure that such enforcement proceeds can be used to discharge Upstream or Cross-Stream Secured Obligations without deduction of Swiss Withholding Tax by discharging the liability to such tax by notification pursuant to applicable law rather than payment of the tax;

(ii)         if the notification procedure pursuant to sub-paragraph (i) above does not apply, deduct the Swiss Withholding Tax at such rate (currently thirty-five percent (35%) at the date of this Agreement) as is in force from time to time from any such

(iii)       notify the Collateral Agent that such notification or, as the case may be, deduction has been made, and provide the Collateral Agent with evidence that such a notification of the Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal Tax Administration; and

(iv)        in the case of a deduction of Swiss Withholding Tax, use its best efforts to ensure that any person, which is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such enforcement proceeds, will, as soon as possible after such deduction,

(i)       the passing of any shareholders’ or quotaholders’ resolutions, as may be the case, to approve the use of the enforcement proceeds, which may be required as a matter of Swiss mandatory law in force at the time of the enforcement of the security interest in order to allow a prompt use of the enforcement proceeds;

(iv)       conversion of restricted reserves into profits and reserves freely available for the distribution as dividends (to the extent permitted by mandatory Swiss law);

(v)         to the extent permitted by applicable law, Swiss accounting standards, write-up or realize any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of realization, however, only if such assets are not necessary for the Swiss Loan Party’s business (nicht betriebsnotwendig); and