# embedding_metadata

key: chroma:document
string_value:
as	set	forth	in	the	Quarterly	Report	on	Form	10-Q	statement	of	the	Company	filed	with	the	SEC	for	such	fiscal	quarter	(it	being	understood
and	agreed	that	such	management’s	discussion	and	analysis	shall	relate	to	the	Company	and	its	Consolidated	Subsidiaries,	
provided
	that	if
the	Company	no	longer	files	such	Form	10-Q	with	the	SEC,	the	Company	shall	deliver	to	the	Administrative	Agent	a	statement	containing
such	management’s	discussion	and	analysis	in	a	form	that	would	otherwise	be	required	in	such	Form	10-Q
)
.
(b)
Annual	Financial	Statements
.		Within	90	days	after	the	close	of	each	fiscal	year	of	the	Company,	(i)	the	consolidated
balance	sheet	of	the	Company	and	its	Consolidated	Subsidiaries	as	at	the	end	of	such	fiscal	year	and	the	related	consolidated	statements
of	income	and	statement	of	cash	flows	for	such	fiscal	year,	setting	forth	comparative	figures	for	the	preceding	fiscal	year	and	audited	by
PricewaterhouseCoopers	LLP	or	other	independent	certified	public	accountants	of	recognized	national	standing,	accompanied	by	an
opinion	of	such	accounting	firm	(which	opinion	shall	be	without	a	“going	concern”	or	like	qualification	or	exception	and	without	any
qualification	or	exception	as	to	scope	of	audit),	and	(ii)	management’s	discussion	and	analysis	meeting	the	requirements	of	Item	303	of
Regulation	S-K	under	the	Securities	Act	as	set	forth	in	the	Annual	Report	on	Form	10-K	of	the	Company	filed	with	the	SEC	for	such	fiscal
year	(it	being	understood	and	agreed	that	such	management’s	discussion	and	analysis	shall	relate	to	the	Company	and	its	Consolidated


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string_value:
Subsidiaries,	provided	that	if	the	Company	no	longer	files	such	Form	10-K	with	the	SEC,	the	Company	shall	deliver	to	the	Administrative
Agent	a	statement	containing	such	management’s	discussion	and	analysis	in	a	form	that	would	otherwise	be	required	in	such	Form	10-K
)
.
(c)
Budget
.		No	later	than	the	90th	day	of	each	fiscal	year	of	the	Company,	a	budget	(including	budgeted	statements	of
income,	sources	and	uses	of	cash	and	balance	sheets	for	the	Company	and	its	Subsidiaries	on	a	consolidated	basis)	for	each	of	the	four
fiscal	quarters	of	such	fiscal	year	prepared	in	detail.
(d)
Officer’s	Certificates
.		At	the	time	of	the	delivery	of	the	financial	statements	provided	for	in	Sections	9.01	(a)	and	(b),	a
compliance	certificate	from	an	Authorized	Officer	of	the	Company	in	the	form	of	Exhibit	K	certifying	on	behalf	of	the	Company	that,	to	the
best	of	such	officer’s	knowledge,	no	Default	or	Event	of	Default	has	occurred	and	is	continuing	or,	if	any	Default	or	Event	of	Default	has
occurred	and	is	continuing,	specifying	the	nature	and	extent	thereof,	and	which	certificate	shall	set	forth	(i)	in	reasonable	detail	the
calculations	required	to	establish	whether	the	Company	and	its	Subsidiaries
139


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were	in	compliance	with	the	provisions	of	Section	10.07	(setting	forth,	for	the	purposes	of	such	certificate,	calculations	setting	forth	the
Fixed	Charge	Coverage	Ratio	for	such	period	irrespective	of	whether	a	Compliance	Period	exists	at	such	time)	at	the	end	of	such	fiscal
quarter	or	fiscal	year,	as	the	case	may	be	and	(ii)	
in	respect	of	any	
Indebtedness	incurred	pursuant	to	Section	10.04(
n)	during	such	period,
calculations	required	by	clause	(vii)	thereof
changes	to	the	name,	type	of	entity	or	
jurisdiction	of	organization	of	any	Credit	Party
.
(e)
Notice	of	Default,	Litigation	and	Material	Adverse	Effect
.		Promptly,	and	in	any	event	within	five	Business	Days	after
any	Responsible	Officer	of	the	Company	obtains	knowledge	thereof,	notice	of	(i)	the	occurrence	of	any	event	which	constitutes	a	Default	or
an	Event	of	Default,	(ii)	any	litigation	or	governmental	investigation	or	proceeding	pending	against	the	Company	or	any	of	its	Subsidiaries
(x)	which,	either	individually	or	in	the	aggregate,	has	had,	or	
c
w
ould	reasonably	be	expected	to	have,	a	Material	Adverse	Effect	or	(y)	that
purports	to	affect	the	legality,	validity	or	enforceability	of	any	Credit	Document,	or	(iii)	any	other	event,	change	or	circumstance	that	has
had,	either	individually	or	in	the	aggregate,	a	Material	Adverse	Effect.
(f)
Beneficial	Ownership	Certification
.			
Promptly	upon	the	reasonable	request	of	the	Administrative	Agent	or	any	Lender,
provide	the	Administrative	Agent	or	such	Lender,	as	the	case	may	be,	any	information	or	documentation	requested	by	it	for	purposes	of


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string_value:
complying	with	the	Beneficial	Ownership	Regulation.
[Reserved].
(g)
Environmental	Matters
.		Promptly	after	any	Responsible	Officer	of	the	Company	obtains	knowledge	thereof,	notice	of
one	or	more	of	the	following	environmental	matters	to	the	extent	that	such	environmental	matters,	either	individually	or	when	aggregated
with	all	other	such	environmental	matters,	could	reasonably	be	expected	to	have	a	Material	Adverse	Effect:
[Reserved].
(i)
any	pending	or	threatened	in	writing	Environmental	Claim	against	the	Company	or	any	of	its	Subsidiaries	or
against	or	relating	to	any	Real	Property	owned,	leased	or	operated	
by	the	Company	or	any	of	its	Subsidiaries
;
(ii)
any	condition	or	occurrence	on	or	arising	from	any	Real	Property	owned,	leased	or	operated	by	the
Company	or	any	of	its	Subsidiaries	that	(a)	results	in	noncompliance	by	the	Company	or	any	of	its	Subsidiaries	with	any
applicable	Environmental	Law	or	(b)	could	reasonably	be	expected	to	form	the	basis	of	an	Environmental	Claim	against	the
Company	or	any	of	its	Subsidiaries	or	against	or	relating	to	any	such	Real	Property;
(iii)
any	condition	or	occurrence	on	any	Real	Property	owned,	leased	or	operated	by	the	Company	or	any	of	its
Subsidiaries	that	could	reasonably	be	expected	to	cause	such	Real	Property	to	be	subject	to	any	restrictions	on	the	ownership,
lease,	occupancy,	use	or	transferability	by	the	Company	or	any	of	its	Subsidiaries	of	such	Real	Property	under	any
Environmental	Law;	and
(iv)
the	taking	of	any	removal	or	remedial	action	
to	the	extent	required	by	
any	Environmental	Law	or	any


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any	Environmental	Law	or	any
Governmental	Authority	in	response	to	the	Release	or	threatened	Release	of	any	Hazardous	Material	on	any	Real	Property
owned,	leased	or	operated	by	the	Company	or	any	of	its	Subsidiaries.
All	such	notices	shall	describe	in	reasonable	detail	the	nature	of	the	claim,	investigation,	condition,	occurrence	or	removal	or
remedial	action	and	the	Company’s	or	such	Subsidiary’s	response	thereto.
140


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string_value:
(h)
Borrowing	Base	Certificate
.		(i)	On	the	Effective	Date,	(ii)	unless	clause	(iii)	below	applies,	not	later	than	5:00	P.M.
(New	York	City	time)	on	or	before	the	20th	day	(or,	solely	with	respect	to	the	first	three	fiscal	months	of	the	Company	after	the	Effective
Date,	the	25th	day)	of	each	fiscal	month	thereafter,	(iii)	during	any	period	in	which	a	Weekly	Borrowing	Base	Period	is	in	effect,	not	later
than	5:00	P.M.	(New	York	City	time)	on	or	before	the	third	Business	Day	of	each	week,	(iv)	at	the	time	of	the	consummation	of	any	Asset
Sale	(other	than	a	sale	of	Inventory	in	the	ordinary	course	of	business)	involving	Eligible	Accounts,	Eligible	Inventory,	and/or	Eligible
Machinery	and	Equipment	and/or	Eligible	Real	Property	with	an	aggregate	value	in	excess	of	$25,000,000
	and
,
	
(v)	within	five	Business
Days	after	any	Recovery	Event	involving	Eligible	Inventory,	Eligible	Machinery	and	Equipment	and/or	Eligible	Real	Property	with	an
aggregate	value	of	$25,000,000	or	more,	
and	(vi)	at	the	time	of	the	consummation	by	(A)	any	U.S.	Credit	Party	of	any	Asset	Sale	to,	or
Investment	in,	any	Subsidiary	that	is	not	a	U.S.	Credit	Party,	(B)	any	Dutch	Credit	Party	of	any	Asset	Sale	to,	or	Investment	in,	any
Subsidiary	that	is	not	a	Dutch	Credit	Party	or	(C)	any	UK	Credit	Party	of	any	Asset	Sale	to,	or	Investment	in,	any	Subsidiary	that	is	not	a


key: chroma:document
string_value:
UK	Credit	Party,	in	each	case	in	reliance	on	Section	10.06(g)(ii)	involving	Eligible	Accounts,	Eligible	Inventory,	Eligible	Machinery	and
Equipment	and/or	Eligible	Real	Property	with	an	aggregate	value	in	excess	of	$25,000,000,
	
a	borrowing	base	certificate	setting	forth	each
Borrowing	Base	(in	each	case	with	supporting	calculations	in	reasonable	detail)	substantially	in	the	form	of	
Exhibit	O
	(each,	a	“
Borrowing
Base	Certificate
”),	which	shall	be	prepared	(A)	as	of	April	30,	2015	in	the	case	of	the	initial	Borrowing	Base	Certificate	and	(B)	as	of	the
last	day	of	the	preceding	fiscal	month	of	the	Company	in	the	case	of	each	subsequent	Borrowing	Base	Certificate	(or,	if	any	such
Borrowing	Base	Certificate	is	delivered	more	frequently	than	monthly,	as	of	the	last	Business	Day	of	the	week	preceding	such	delivery);
provided
	that	any	Borrowing	Base	Certificate	delivered	pursuant	to	preceding	clauses	(iv)
	and
,
	
(v
)	and	(vi
)	shall	be	prepared	on	a	pro
forma	basis	to	include	or	exclude,	as	applicable,	any	Eligible	Accounts,	Eligible	Inventory,	Eligible	Machinery	and	Equipment	or	Eligible
Real	Property	the	subject	of	any	such	event.	Notwithstanding	the	foregoing,	(w)	the	Company	may,	at	any	time,	provide	(or	shall,	at	the
request	of	the	Administrative	Agent,	provide	on	the	date	of	such	request)	a	Borrowing	Base	Certificate	updating	the	Borrowing	Base	with
respect	to	Eligible	Cash	and	Cash	Equivalents	as	of	the	date	of	delivery	of	such	Borrowing	Base	Certificate,	(x)	the	Company	may,	within


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string_value:
10	Business	Days	of	any	Real	Property	becoming	Eligible	Real	Property,	update	the	Borrowing	Base	with	respect	to	such	Eligible	Real
Property,	(y)	the	Company	may,	within	10	Business	Days	of	the	execution	of	any	Belgian	law	register	pledge	agreement	and	perfection	of
the	Liens	granted	thereunder	under	Belgian	law,	update	the	Borrowing	Base	with	respect	to	Eligible	In-Transit	Inventory	in-transit	to
Belgium	and	Eligible	Inventory	within	Belgium,	and	(z)	the	Company	may,	up	to	four	times	per	calendar	year,	provide	a	second	Borrowing
Base	Certificate	during	a	fiscal	month	updating	the	Borrowing	Base	as	of	the	third	Business	Day	preceding	such	delivery;	
provided
	that	if
the	Company	elects	to	provide	a	Borrowing	Base	Certificate	more	frequently	than	once	during	a	fiscal	month,	that	frequency	must	be
continued	for	the	next	30	days.	Each	Borrowing	Base	Certificate	delivered	pursuant	to	this	Agreement	shall	include	such	supporting
information	as	may	be	reasonably	requested	from	time	to	time	by	the	Administrative	Agent.
(i)
Notice	of	Dominion	Period	or	Compliance	Period
.		Promptly,	and	in	any	event	within	two	Business	Days	after	any
Responsible	Officer	of	the	Company	obtains	knowledge	thereof,	notice	of	the	commencement	of	a	Dominion	Period	or	a	Compliance
Period.
(j)
Field	Examinations;	Appraisals.
		The	Company	shall	provide	(i)	an	Acceptable	Appraisal	in	respect	of	the	Inventory	of
the	Borrowers	and	(ii)	an	Acceptable	Field	Examination	in	respect	of	the	Inventory	and	the	Accounts	and	related	accounts	of	the
Borrowers,	
at	the	request	of	the	Administrative	Agent,
	
in	each	case	
no	more	than


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string_value:
in	each	case	
no	more	than
	
one	time	during	each	fiscal	year	of	the	Company	(or	(A)
at	any	time	during	an	Additional	Appraisal/Exam	Period,	at	the	request	of	the	Administrative	Agent,	
no	more	than
	two	times	in	each	fiscal
year	of	the	Company	(
provided
	that	no	Acceptable	Appraisal	or	Acceptable	Field	Examination,	as	applicable,	may	be	required	pursuant	to
this	clause	(A)	if	an	Acceptable	Appraisal	in	respect	of	Inventory	or	an	Acceptable	Field	Examination,	respectively,	has	been	provided
within	the	prior
141


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six	months)	and	(B)	at	any	time	that	any	Event	of	Default	exists,	as	often	as	the	Administrative	Agent	may	reasonably	require).	At	the
request	of	the	Administrative	Agent	at	any	time	during	an	Additional	Appraisal/Exam	Period	(which	request	shall	not	be	made	more	than
one	time	during	each	fiscal	year	of	the	Company),	the	Company	shall	provide	an	Acceptable	Appraisal	in	respect	of	the	Eligible	Machinery
and	Equipment	of	the	U.S.	Borrowers;	
provided
	that	any	time	that	any	Event	of	Default	exists,	the	Company	shall	provide	an	Acceptable
Appraisal	in	respect	of	the	Eligible	Machinery	and	Equipment	of	the	U.S.	Borrowers	as	often	as	the	Administrative	Agent	may	reasonably
require.	For	the	avoidance	of	doubt,	the	Company	shall	be	permitted	to	deliver	an	Acceptable	Appraisal	in	respect	of	Eligible	Machinery
and	Equipment	of	the	U.S.	Borrowers	at	its	option	at	any	time.	At	the	request	of	the	Administrative	Agent	at	any	time	during	an	Additional
Appraisal/Exam	Period	(which	request	shall	not	be	made	more	than	one	time	during	each	fiscal	year	of	the	Company),	the	Company	shall
assist	the	Administrative	Agent	in	procuring	an	Acceptable	Appraisal	in	respect	of	the	Eligible	Real	Property	of	the	U.S.	Borrowers;
provided
	that	any	time	that	any	Event	of	Default	exists,	the	Company	shall	assist	the	Administrative	Agent	in	procuring	an	Acceptable
Appraisal	in	respect	of	the	Eligible	Real	Property	of	the	U.S.	Borrowers	as	often	as	the	Administrative	Agent	may	reasonably	require.	Each
such	appraisal	and	field	examination	shall	be	at	the	sole	cost	and	expense	of	the	Company.
(k)
Other	Reporting


key: chroma:document
string_value:
(k)
Other	Reporting
.		Upon	the	request	of	the	Administrative	Agent,	as	soon	as	available,	but	in	any	event	(x)	no	later	than
20	days	after	the	end	of	each	fiscal	month	of	the	Company	ending	after	the	Effective	Date	and	(y)	at	any	time	that	an	Event	of	Default	shall
be	continuing,	a	detailed	aged	trial	balance	for	such	period	showing	Accounts	listed	in	the	Borrowing	Base	and	a	detailed	summary	of	all
Accounts	listed	in	the	Borrowing	Base	indicating	which	Accounts	are	30,	60	and	90	days	past	due	and	listing	the	names	of	all	Account
Debtors,	accompanied	by	such	supporting	detail	and	documentation	as	shall	be	reasonably	requested	by	the	Administrative	Agent.
(l)
Patriot	Act
.		Promptly	following	the	Administrative	Agent’s	or	any	Lender’s	request	therefor,	all	documentation	and
other	information	that	the	Administrative	Agent	or	such	Lender	reasonably	requests	in	order	to	comply	with	its	ongoing	obligations	under
the	applicable	“know	your	customer”	and	anti-money	laundering	rules	and	regulations,	including	the	Patriot	Act.
[Reserved].
(m)
Cancellation	of	Insurance
.		Promptly	(but	in	any	event	within	three	Business	Days	of	receipt	thereof)	inform	the
Administrative	Agent	if	any	Credit	Party	receives	notice	of	cancellation	of	any	insurance	policy	required	to	be	maintained	pursuant	to
Section	9.03.
[Reserved].
(n)
Change	in	Name
.	(i)	10	days	(or	such	lesser	time	as	
agreed	by	the	Administrative	Agent
)	prior	written
notice	of	any	change	in	the	legal	name	of	any	Credit	Party	and	with	respect	to	such	new	name,	the	Company	and	the	applicable	Credit


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string_value:
Party	shall	take	all	action	reasonably	requested	by	the	Collateral	Agent	to	ensure	the	security	interests	of	the	Collateral	Agent	in	the
Collateral	intended	to	be	granted	pursuant	to	the	applicable	Security	Documents	is	at	all	times	fully	perfected	and	in	full	force	and
effect,	subject	to	the	limitations	set	forth	in	this	Agreement	and	the	applicable	Security	Documents,	and	(ii)	10	days	(or	such	lesser
time	as	agreed	by	the	Administrative	Agent)	prior	written	notice	of	any	change	in	the	
jurisdiction	of	organization	of	any	Credit	Party
and	with	respect	to	such	new	jurisdiction	of	organization,	the	Company	and	the	applicable	Credit	Party	shall	take	all	action	reasonably
requested	by	the	Collateral	Agent	to	ensure	the	security	interests	of	the	Collateral	Agent	in	the	Collateral	intended	to	be	granted
pursuant	to	the	applicable	Security	Documents	is	at	all	times	fully	perfected	and	in	full	force	and	effect,	subject	to	the	limitations	set
forth	in	this	Agreement	and	in	the	applicable	Security	Documents.
(n)
[Reserved].
142


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string_value:
(o)
Other	Information
.		From	time	to	time,	such	other	information	or	documents	(financial	or	otherwise)	with	respect	to
the	Company	or	any	of	its	Subsidiaries	as	the	Administrative	Agent	or	any	Lender	may	reasonably	request
,	including	with	respect	to	the
Beneficial	Ownership	Regulation	or	Patriot	Act
.
Financial	information	required	to	be	delivered	pursuant	to	Sections	9.01(a)	and	(b)	(in	each	case,	solely	to	the	extent	such
financial	information	is	included	in	materials	filed	with	the	SEC)	shall	be	deemed	to	have	been	delivered	to	the	Administrative	Agent	on
the	date	on	which	such	information	is	available	via	the	EDGAR	system	of	the	SEC	on	the	Internet;	
provided
	that,	in	each	case,	the
Company	shall	(i)	to	the	extent	such	information	required	to	be	provided	under	Section	9.01(b)	is	not	included	in	materials	filed	with	the
SEC,	separately	deliver	to	the	Administrative	Agent	an	audit	report	and	the	opinion	of	PricewaterhouseCoopers	LLP	or	other	independent
certified	public	accountants	of	national	recognized	standing	satisfying	the	requirements	set	forth	in	Section	9.01(b)(i)	and	(ii)	if	such
information	is	not	available	via	the	EDGAR	system	of	the	SEC	on	the	Internet,	promptly	deliver	
paper
email
	
copies	of	any	such	documents
to	the	Administrative	Agent	if	the	Administrative	Agent	or	any	Lender	requests	the	Company	to	furnish	such	
paper	
copies	until	written
notice	to	cease	delivering	such	
paper	
copies	is	given	by	the	Administrative	Agent.
9.02.
Books,	Records	and	Inspections
.		The	Company	will,	and	will	cause	each	of	its	Subsidiaries	to,	keep	proper	books	of


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string_value:
record	and	accounts	in	which	full,	true	and	correct	in	all	material	respects	entries	are	made	sufficient	to	prepare	financial	statements	in
conformity	with	GAAP.		The	Company	will,	and	will	cause	each	of	its	Subsidiaries	to,	permit	officers	and	designated	representatives	of	the
Administrative	Agent	and,	upon	the	occurrence	and	during	the	continuance	of	an	Event	of	Default,	any	Lender	which	is	accompanying	the
Administrative	Agent,	(a)	to	visit	and	inspect,	under	guidance	of	officers	of	the	Company	or	such	Subsidiary,	any	of	the	properties	of	the
Company	or	such	Subsidiary,	(b)	to	examine	the	books	of	account	of	the	Company	or	such	Subsidiary	and	discuss	the	affairs,	finances	and
accounts	of	the	Company	or	such	Subsidiary	with,	and	be	advised	as	to	the	same	by,	its	and	their	officers	and	independent	accountants
and	(c)	to	verify	Eligible	Accounts,	Eligible	Inventory,	Eligible	Machinery	and	Equipment	and/or	Eligible	Real	Property,	all	upon
reasonable	prior	notice	and	at	such	reasonable	times	and	intervals	and	to	such	reasonable	extent	as	the	Administrative	Agent	may
reasonably	request;	
provided
	that,	unless	a	Default	or	an	Event	of	Default	has	occurred	and	is	continuing,	the	Company	shall	only	be
required	to	reimburse	the	Expenses	of	the	Administrative	Agent	for	one	such	visit	per	calendar	year.
9.03.
Maintenance	of	Property;	Insurance
.		(a)		The	Company	will,	and	will	cause	each	of	its	Subsidiaries	to,	(i)	keep	all
property	necessary	to	the	business	of	the	Company	and	its	Subsidiaries	in	good	working	order	and	condition
	in	all	material	respects
,


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string_value:
in	all	material	respects
,
ordinary	wear	and	tear	excepted	and	subject	to	the	occurrence	of	casualty	and	condemnation	events,	(ii)	maintain	with	financially	sound
and	reputable	insurance	companies	insurance	
on	all
in
	
such	
property
amounts
	
and	against	
all	
such	risks	as	is	
consistent	and	in	accordance
with	industry	practice	for
customarily	maintained	by
	companies	similarly	situated	owning	similar	properties	and	engaged	in	similar
businesses	as	the	Company	and	its	Subsidiaries,	and	(iii)	furnish	to	the	Administrative	Agent,	upon	its	request	therefor,	full	information	as
to	the	insurance	carried.		
(b)
The	Company	will,	and	will	cause	each	of	the	Credit	Parties	to,	at	all	times	keep	its	property	insured	
in
favor	of	the	Collateral	Agent
,	and	all	policies	and	certificates	(or	certified	copies	thereof	including	any	endorsements)	with	respect	to
such	insurance	(and	any	general	liability	insurance	and	marine	cargo	insurance	maintained	by	the	Company	and/or	such	Credit
Parties)	(i)	shall	be	endorsed	to	the	Collateral	Agent’s	satisfaction	
for	the	benefit	of	the	
Collateral	Agent	by	naming	the	Collateral
Agent	as	lender	loss	payee,	mortgagee	and/or	additional	insured,	as	applicable,	(ii)	shall	provide	that	the	respective	insurers
irrevocably	waive	any	and	all	rights	of	subrogation	with	respect	to	the	Collateral	Agent	and	the	other	Secured	Creditors,	and	(iii)	such
certificates	shall	be	deposited	with
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the	Collateral	Agent.		The	Company	will,	and	will	cause	each	of	the	Credit	Parties	to,	use	commercially	reasonable	efforts	to	obtain
endorsements	to	its	insurance	policies	stating	that	such	insurance	policies	shall	not	be	canceled	without	at	least	30	days’	(or	10	days’
in	the	case	of	non-payment	of	premium)	prior	written	notice	thereof	by	the	respective	insurer	to	the	Collateral	Agent.
(b)
[Reserved].
(c)
If	at	any	time	the	improvements	on	any	Mortgaged	Property	are	located	in	an	area	identified	as	a	special	flood	hazard
area	by	the	Federal	Emergency	Management	Agency	or	any	successor	thereto	or	other	applicable	agency,	the	Company	will,	and	will
cause	the	applicable	Credit	Party	to,	at	all	times	keep	and	maintain	flood	insurance	in	an	amount	reasonably	satisfactory	to	the
Administrative	Agent	but	in	no	event	less	than	the	amount	sufficient	to	comply	with	the	Flood	Insurance	Laws.
(d)
If	the	Company	or	any	of	its	Subsidiaries	shall	fail	to	maintain	insurance	in	accordance	with	this	Section	9.03,	or	if	the
Company	or	any	of	its	Subsidiaries	shall	fail	to	so	endorse	and	deposit	all	certificates	with	respect	thereto,	the	Administrative	Agent	shall
have	the	right	(but	shall	be	under	no	obligation)	to	procure	such	insurance	and	the	Company	and	the	other	U.S.	Borrowers	jointly	and
severally	agree	to	reimburse	the	Administrative	Agent	for	all	out-of-pocket	costs	and	expenses	of	procuring	such	insurance.
9.04.
Existence;	Franchises
.		The	Company	will,	and	will	cause	each	of	its	Subsidiaries	to,	do	or	cause	to	be	done,	all


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things	necessary	to	preserve	and	keep	in	full	force	and	effect	its	existence	and	its	rights,	franchises,	licenses,	permits,	copyrights,
trademarks	and	patents;	
provided
,	
however
,	that	nothing	in	this	Section	9.04	shall	prevent	(i)	sales	of	assets,	Divisions	and	other
transactions	by	the	Company	or	any	of	its	Subsidiaries	not	prohibited	by	this	Agreement,	(ii)	the	withdrawal	by	the	Company	or	any	of	its
Subsidiaries	of	its	qualification	as	a	foreign	Business	in	any	jurisdiction	if	such	withdrawal	could	not,	either	individually	or	in	the
aggregate,	reasonably	be	expected	to	have	a	Material	Adverse	Effect,	or	(iii)	the	termination	or	suspension	of	any	
existence,
	rights,
franchises,	licenses,	permits,	copyrights,	trademarks	and	patents	if	such	termination	or	suspension,	either	individually	or	in	the	aggregate,
could	not	reasonably	be	expected	to	have	a	Material	Adverse	Effect.
9.05.
Compliance	with	Laws,	etc
.		(a)		The	Company	will,	and	will	cause	each	of	its	Subsidiaries	to,	comply	with	all
applicable	statutes,	regulations	and	orders	of,	and	all	applicable	restrictions	imposed	by,	all	Governmental	Authorities	in	respect	of	the
conduct	of	its	business	and	the	ownership	of	its	property
	(including	applicable	statutes,	regulations,	orders	and	restrictions	relating	to
Environmental	Laws)
,	except	such	non-compliances	as	could	not,	either	individually	or	in	the	aggregate,	reasonably	be	expected	to	have	a
Material	Adverse	Effect.
(b)
The	Company	will	comply,	and	will	cause	each	of	its	Subsidiaries	to	comply,	with	all	Anti-Corruption	Laws	and	all


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Sanctions	in	all	material	respects	and	will	not	knowingly	engage	in	any	activity	that	would	reasonably	be	expected	to	result	in	any	party	to
this	Agreement	being	in	violation	of	Sanctions	or	Anti-Corruption	Laws.
9.06.
Compliance	with	Environmental	Laws
.		(a)		The	Company	will	comply,	and	will	cause	each	of	its	Subsidiaries	to
comply,	with	all	Environmental	Laws	and	permits	applicable	to,	or	required	in	respect	of	the	conduct	of	its	business	or	operations	or	by,
the	ownership,	lease	or	use	of	its	Real	Property	now	or	hereafter	owned,	leased	or	operated	by	the	Company	or	any	of	its	Subsidiaries,
except	for	such	instances	of	noncompliance	as	could	not,	either	individually	or	in	the	aggregate,	reasonably	be	expected	to	have	a	Material
Adverse	Effect,	and	will	promptly	pay	or	cause	to	be	paid	all	costs	and	expenses	incurred	in	connection	with	such	required	compliance,
except	to	the	extent	such	nonpayment	could	not,	either	individually	or	in	the	aggregate,	reasonably	be	expected	to	have	a	Material
Adverse	Effect,	and	will
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keep	or	cause	to	be	kept	all	such	Real	Property	free	and	clear	of	any	Liens	imposed	pursuant	to	such	Environmental	Laws	or	post	bonds	or
other	financial	assurances	sufficient	to	satisfy	the	obligations	or	liability	evidenced	by	such	Liens,	except	to	the	extent	that	such	Liens,
including	any	action	to	enforce	any	such	Liens,	could	not,	either	individually	or	in	the	aggregate,	reasonably	be	expected	to	have	a
Material	Adverse	Effect.		Neither	the	Company	nor	any	of	its	Subsidiaries	will	generate,	use,	treat,	store,	Release	or	dispose	of,	or	permit
the	generation,	use,	treatment,	storage,	Release	or	disposal	of	Hazardous	Materials	on	any	Real	Property	now	or	hereafter	owned,	leased
or	operated	by	the	Company	or	any	of	its	Subsidiaries,	or	transport	or	permit	the	transportation	of	Hazardous	Materials	to	or	from	any
such	Real	Property,	except	for	Hazardous	Materials	generated,	used,	treated,	stored,	Released	or	disposed	of	at,	or	transported	to	or	from,
any	such	Real	Properties	which,	either	individually	or	in	the	aggregate,	could	not	reasonably	be	expected	to	have	a	Material	Adverse
Effect.
(b)
(i)	
After	the	receipt	
by	the	Administrative	Agent	or	
any	Lender	of	any	notice	
of	the	type	described	in	
Section	9.01(g),
(ii)	at
At
	
any	time	that	the	Company	or	any	of	its	Subsidiaries	are	not	in	compliance	with	Section	9.06(a)	or	(ii
i
)	in	the	event	that	the
Administrative	Agent	or	the	Lenders	have	exercised	any	of	the	remedies	pursuant	to	the	last	paragraph	of	Section	11,	the	Company	and


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the	other	Borrowers	will	(in	each	case)	provide,	at	the	sole	joint	and	several	expense	of	the	Company	and	the	other	Borrowers	and	at	the
request	of	the	Administrative	Agent,	an	environmental	site	assessment	report	in	connection	with,	in	the	case	of	clause
s
	(i
)	and	(ii
)	above,
any	or	all	the	Real	Property	that	is	the	subject	of	clause
s
	(i)	
or	(ii)	
above	or,	in	the	case	of	clause	(ii
i
)	above,	any	Real	Property,	and	is
owned,	leased	or	operated	by	the	Company	or	any	of	its	Subsidiaries,	prepared	by	an	environmental	consulting	firm	reasonably	approved
by	the	Administrative	Agent,	for	purpose	of	identifying	the	presence	or	absence	of	Hazardous	Materials	and	any	violations	of
Environmental	Law,	and	the	potential	cost	of	any	removal	or	remedial	action	in	connection	with	such	Hazardous	Materials	on	or
emanating	from,	and	the	correction	of	any	such	violations	at,	such	Real	Property.		If	the	Company	or	any	other	Borrower	fails	to	provide
the	same	within	45	days	after	such	request	was	made,	the	Administrative	Agent	may	order	the	same,	the	cost	of	which	shall	be	borne	by
the	Company	and	the	other	Borrowers	on	a	joint	and	several	basis,	and	the	Company	and	the	other	Borrowers	shall	grant	and	hereby
grant	(in	the	case	of	property	leased	by	the	Company	or	any	of	its	Subsidiaries,	subject	to	the	terms	of	the	applicable	lease)	to	the
Administrative	Agent	and	the	Lenders	and	their	respective	agents	reasonable	access	to	such	Real	Property	and	specifically	grant	the
Administrative	Agent	and	the	Lenders	an	irrevocable	non-exclusive	license,	subject	to	the	rights	of	tenants,	to	undertake	such	an


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assessment,	and	to	address	any	Hazardous	Materials	and	any	violations	of	Environmental	Law	identified	by	such	an	assessment,	at	any
reasonable	time	upon	reasonable	notice	to	the	Company	or	the	applicable	other	Borrower,	all	at	the	sole	joint	and	several	expense	of	the
Company	and	the	other	Borrowers.
9.07.
ERISA
.
(a)
The	Company	will	deliver	to	the	Administrative	Agent	(in	sufficient	copies	for	all	Lenders,	if	the	Administrative	Agent
so	requests):
(i)
promptly	and	in	any	event	within	15	days	after	receiving	a	request	from	the	Administrative	Agent	a	copy	of
the	most	recent	IRS	Form	5500	(including	the	Schedule	B)	with	respect	to	a	Plan;
(ii)
promptly	and	in	any	event	within	30	days	after	any	Responsible	Officer	of	the	Company	knows	that	any
ERISA	Event	has	occurred	that,	either	individually	or	in	the	aggregate,	could	reasonably	be	expected	to	have	a	Material
Adverse	Effect,	a	certificate	of	an	Authorized	Officer	of	the	Company	describing	such	ERISA	Event	and	the	action,	if	any,
proposed	to	be	taken	with	respect	to	such	ERISA	Event	and	a	copy	of	any	notice	filed	with	the	PBGC	or	the	IRS	pertaining	to
such	ERISA	Event	and	any	notices	received	by	the	Company,	any	Subsidiary	of	the
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Company	or,	to	the	Company’s	knowledge,	any	ERISA	Affiliate	from	the	PBGC	or	any	other	governmental	agency	with	respect
thereto;	
provided
	that,	in	the	case	of	such	ERISA	Events	under	paragraph	(d)	of	the	definition	thereof,	the	30-day	notice	period
set	forth	above	shall	be	a	10-day	period,	and,	in	the	case	of	such	ERISA	Events	under	paragraph	(b)	of	the	definition	thereof,	in
no	event	shall	notice	be	given	later	than	10	days	after	the	occurrence	of	any	such	ERISA	Event;	and
(iii)
promptly,	and	in	any	event	within	30	days,	after	a	Responsible	Officer	of	the	Company,	becomes	aware	that
there	has	been	(A)	an	increase	in	Unfunded	Pension	Liabilities	(taking	into	account	only	Plans	with	positive	Unfunded	Pension
Liabilities)	that,	either	individually	or	in	the	aggregate,	could	reasonably	be	expected	to	have	a	Material	Adverse	Effect,	(B)	an
increase	since	the	date	the	representations	hereunder	are	given	or	deemed	given,	or	from	any	prior	notice,	as	applicable,	in
potential	withdrawal	liability	under	Section	4201	of	ERISA,	if	the	Company,	any	Subsidiary	of	the	Company	and	the	ERISA
Affiliates	were	to	withdraw	completely	from	any	and	all	Multiemployer	Plans	that,	either	individually	or	in	the	aggregate,	could
reasonably	be	expected	to	have	a	Material	Adverse	Effect,	(C)	that	any	contribution	required	to	be	made	with	respect	to	a
Foreign	Pension	Plan	has	not	been	timely	made,	except	where	the	failure	to	do	so,	either	individually	or	in	the	aggregate,	could


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not	reasonably	be	expected	to	have	a	Material	Adverse	Effect	or	(D)	the	adoption	of	any	amendment	to	a	Plan	which	results	in
an	increase	in	contribution	obligations	of	the	Company	or	any	Subsidiary	that,	either	individually	or	in	the	aggregate,	could
reasonably	be	expected	to	have	a	Material	Adverse	Effect,	a	detailed	written	description	thereof	from	an	Authorized	Officer	of
the	Company.
(b)
The	Company	and	each	of	its	applicable	Subsidiaries	shall	ensure	that	all	Foreign	Pension	Plans	administered	by	it	or
into	which	it	makes	payments	obtains	or	retains	(as	applicable)	registered	or	tax-qualified,	as	applicable,	status	under	and	as	required
by	applicable	law	and	is	administered	in	a	timely	manner	in	all	respects	in	compliance	with	all	applicable	laws	and	the	terms	of	each
relevant	Foreign	Pension	Plans,	except	where	the	failure	to	do	any	of	the	foregoing,	either	individually	or	in	the	aggregate,	could	not
be	reasonably	likely	to	result	in	a	Material	Adverse	Effect.
(c)
None	of	the	Company	nor	its	Subsidiaries	will	incur	liabilities	to	any	Multiemployer	Plan	in	the	event	of	a	complete	or
partial	withdrawal	therefrom	that,	either	individually	or	in	the	aggregate,	could	be	reasonably	expected	to	have	a	Material	Adverse
Effect.
9.08.
[Reserved]
.		
9.09.
Performance	of	Obligations
.		The	Company	will,	and	will	cause	each	of	its	Subsidiaries	to,	perform	all	of	its
obligations	under	the	terms	of	each	mortgage,	indenture,	security	agreement,	loan	agreement	or	credit	agreement	and	each	other
agreement,	contract	or	instrument	by	which	it	is	bound,	except	such	non-performances	as	could	not
,	either	individually	or	in	the


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,	either	individually	or	in	the
aggregate,	
reasonably	be	expected	to	have	a	Material	Adverse	Effect.
[Reserved].
9.10.
Payment	of	Taxes
.		The	Company	will	pay	and	discharge,	and	will	cause	each	of	its	Subsidiaries	to	pay	and
discharge,	all	material	taxes,	assessments	and	governmental	charges	or	levies	imposed	upon	it	or	upon	its	income	or	profits	or	upon	any
properties	belonging	to	it,	prior	to	the	date	on	which	penalties	attach	thereto,	and	all	material	lawful	claims	which,	if	unpaid,	might
become	a	Lien	or	charge	upon	any	properties	of	the	Company	or	any	of	its	Subsidiaries	not	otherwise	permitted	under	Section	10.01(a);
provided
	that	neither	the	Company	nor	any	of	its	Subsidiaries	shall	be	required	to	pay	any	such	tax,	assessment,	charge,	levy	or	claim
which	is	being	contested	in	good	faith	and	by	proper	proceedings	if	it	has	maintained	adequate	reserves	with	respect	thereto	in
accordance	with	GAAP.
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9.11.
Use	of	Proceeds
.		The	Borrowers	will	use	the	proceeds	of	the	Loans	only	as	provided	in	Section	8.08
	and	the	last
sentence	of	Section	8.23
.
9.12.
Additional	Security;	Further	Assurances;	Post-Closing	Matters;	Additional	Borrowers;	etc
.
.		
		(a)			Subject	to	the
limitations	set	forth	in	the	Security	Documents	and	this	Agreement,	the	Company	will,	and	will	cause	each	of	the	other	Credit	Parties	to,	at
the	expense	of	the	Company	and	the	other	Borrowers,	make,	execute,	endorse,	acknowledge,	file	and/or	deliver	to	the	Collateral	Agent
from	time	to	time	such	vouchers,	invoices,	schedules,	confirmatory	assignments,	conveyances,	financing	statements,	transfer
endorsements,	powers	of	attorney,	certificates,	Real	Property	Surveys,	reports,	control	agreements	(other	than	with	respect	to	Excluded
Accounts)	and	other	assurances	or	instruments	and	take	such	further	steps	relating	to	the	Collateral	covered	by	any	of	the	Security
Documents	as	the	Collateral	Agent	may	reasonably	require.		Furthermore,	the	Company	will,	and	will	cause	the	other	Credit	Parties	to,
deliver	to	the	Collateral	Agent	such	opinions	of	counsel,	Title	Policies	and	other	related	documents	as	may	be	reasonably	requested	by	the
Collateral	Agent	to	assure	itself	that	this	Section	9.12	has	been	complied	with.		Notwithstanding	anything	to	the	contrary	set	forth	in	the
Credit	Documents,	(x)	no	action	shall	be	required	to	be	taken	by	any	of	the	Credit	Parties	to	create,	perfect	or	maintain	any	Lien	on	the
Collateral	under	the	laws	of	any	jurisdiction	other	than	the	United	States,	the	States	and	territories	of	the	United	States,	the	District	of


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Columbia,	the	Netherlands,	Belgium,	
England	and	Wales
	and	as	provided	in	Sections	9.12(c),	(d)	and	(e)	and	(y)	the	Credit	Parties	shall
not	be	obligated	to	otherwise	undertake	collateral	perfection	not	otherwise	required	under	the	Credit	Documents.		Each	of	the	Company
and	each	other	Borrower	agrees	that	each	action	required	by	this	clause	(a)	shall	be	completed	as	soon	as	possible,	but	in	no	event	later
than	30	days	after	such	action	is	requested	to	be	taken	by	the	Administrative	Agent	or	the	Required	Lenders	(as	such	date	may	be
extended	by	the	Administrative	Agent	in	its	sole	discretion);	
provided
	that,	in	no	event	will	the	Company	or	any	of	its	Subsidiaries	be
required	to	take	any	action,	other	than	using	commercially	reasonable	efforts,	to	obtain	consents	or	other	agreements	from	third	parties
with	respect	to	its	compliance	with	this	clause.
(b)
If	the	Administrative	Agent	or	the	Required	Lenders	reasonably	determine	that	they	are	required	by	law	or	regulation
to	have	Real	Property	Appraisals	prepared	in	respect	of	any	Mortgaged	Property,	the	Company	and	the	other	Credit	Parties	will	assist	the
Administrative	Agent	in	procuring	and	be	financially	responsible	for	the	procurement	of	Real	Property	Appraisals	which	satisfy	the
applicable	requirements	of	the	Real	Estate	Appraisal	Reform	Amendments	of	the	Financial	Institution	Reform,	Recovery	and	Enforcement
Act	of	1989,	as	amended,	and	which	shall	otherwise	be	in	form	and	substance	reasonably	satisfactory	to	the	Administrative	Agent.
(c)
(i)	
The	Company	and	each	other	Borrower	will
,	within	90	days	following	the
	
Effective	Date	(as	such	date	may	be


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string_value:
Effective	Date	(as	such	date	may	be
extended	from	time	to	time	by	the	Administrative	Agent	in	its	sole	discretion)
,	enter	into	one	or	more	Cash	Management	Control
Agreements	as,	and	to	the	extent,	required	by	Sections	5.03(b)	and	(c).		(ii)	The	Company	and	each	other	Borrower	will,	within	90	days
following	the	
Effective	Date	(as	such	date	may	be	extended	from	time	to	time	by	the	Administrative	Agent	in	its	sole	discretion)	
and	at	all
times	thereafter,	
comply	with	the	requirements	of	Section	5.03(b)(ii)	and	(iii)	and	Section	5.03(c)(ii)	and	(iii).
(d)
If	the	Company	or	any	Credit	Party	establishes,	creates	or	acquires	after	the	Effective	Date	any	direct	Wholly-Owned
Subsidiary	(or	any	existing	Wholly-Owned	Subsidiary	becomes	a	direct	Wholly-Owned	Domestic	Subsidiary	of	the	Company	or	a	direct
Wholly-Owned	Dutch	Subsidiary	of	Tesla	B.V.),	(i)	within	30	days	
(as	such	date	may	be	extended	by	the	Administrative	Agent	in	its	sole
discretion)
	after	the	establishment,	creation	or	acquisition	of	any	such	Subsidiary,	the	applicable	Credit	Party	shall	pledge	the	capital
stock	or	other	Equity	Interests	of	such	new	Subsidiary	pursuant	to,	and	to	the	extent	required	by,	any	applicable	Security	Document	and
deliver	the	certificates,	if	any,	representing	such	stock	or	other	Equity	Interests,	together	with	stock	or	other	appropriate	powers	duly
executed	in
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blank,	to	the	Collateral	Agent	to	the	extent	required	by	the	applicable	Security	Document	(but	otherwise	subject	to	the	Intercreditor
Agreement	if	then	in	effect),	(ii)	within	30	days	
(as	such	date	may	be	extended	from	time	to	time	by	the	Administrative	Agent	in	its	sole
discretion)
	
after	the	establishment,	creation	or	acquisition	of	any	direct	Wholly-Owned	Domestic	Subsidiary	of	the	Company	(other	than	an
Immaterial	Subsidiary,	a	Securitization	Subsidiary,	a	Tesla	Finance	Subsidiary
,	an	Excluded	Charging	Subsidiary
	
or	an	Excluded	Energy
Storage	Subsidiary
)	(as	such	date	may	be	extended	from	time	to	time	by	the	Administrative	Agent	in	its	sole	discretion
),	such	Wholly-
Owned	Domestic	Subsidiary	shall	become	a	party	to	each	of	the	Intercreditor	Agreement	if	then	in	effect,	the	U.S.	Security	Agreement	and
the	U.S.	Guaranty	and	each	other	applicable	Security	Document,	in	each	case	by	executing	and	delivering	to	the	Administrative	Agent	a
counterpart	of	a	Joinder	Agreement	(or	other	applicable	joinder	agreement	reasonably	satisfactory	to	the	Administrative	Agent	and	the
Company),	(iii)	within	30	days	
(as	such	date	may	be	extended	from	time	to	time	by	the	Administrative	Agent	in	its	sole	discretion)
	
after	the
establishment,	creation	or	acquisition	of	any	direct	Wholly-Owned	Dutch	Subsidiary	of	Tesla	B.V.	(other	than	an	Immaterial	Subsidiary,	a
Securitization	Subsidiary,	a	Tesla	Finance	Subsidiary
,	an	Excluded	Charging	Subsidiary
	
or	an	Excluded	Energy	Storage	Subsidiary)
	(as


key: chroma:document
string_value:
(as
such	date	may	be	extended	from	time	to	time	by	the	Administrative	Agent	in	its	sole	discretion)
,	such	Wholly-Owned	Dutch	Subsidiary
shall	become	a	party	to	each	of	the	Intercreditor	Agreement	if	then	in	effect	and	applicable,	the	Dutch	Security	Agreements	and	the	Dutch
Guaranty	and	each	other	applicable	Security	Document,	in	each	case	by	executing	and	delivering	to	the	Administrative	Agent	a
counterpart	of	a	Joinder	Agreement	(or	other	applicable	joinder	agreement	reasonably	satisfactory	to	the	Administrative	Agent	and	the
Company)	and	any	related	documentation	required	by	such	Joinder	Agreement	(or	other	applicable	joinder	agreement)
	and
,
	
(iv)	
within	30
days	(as	such	date	may	be	extended	from	time	to	time	by	the	Administrative	Agent	in	its	sole	discretion)	after	the	establishment,	creation
or	acquisition	of	any	direct	Wholly-Owned	UK	Subsidiary	of	Tesla	UK	(other	than	an	Immaterial	Subsidiary,	a	Securitization	Subsidiary,	a
Tesla	Finance	Subsidiary,	an	Excluded	Charging	Subsidiary	or	an	Excluded	Energy	Storage	Subsidiary
)	(as	such	date	may	be	extended
from	time	to	time	by	the	Administrative	Agent	in	its	sole	discretion
),	such	Wholly-Owned	UK	Subsidiary	shall	become	a	party	to	each	of	the
Intercreditor	Agreement	if	then	in	effect	and	applicable,	the	UK	Security	Agreement	and	the	UK	Guaranty	and	each	other	applicable
Security	Document,	in	each	case	by	executing	and	delivering	to	the	Administrative	Agent	a	counterpart	of	a	Joinder	Agreement	(or	other
applicable	joinder	agreement	reasonably	satisfactory	to	the	Administrative	Agent	and	the	Company)	and	any	related	documentation


key: chroma:document
string_value:
required	by	such	Joinder	Agreement	(or	other	applicable	joinder	agreement)	and	(v)
	
each	such	new	Wholly-Owned	Domestic	Subsidiary
and	each	such	new	Wholly-Owned	Dutch	Subsidiary
	and	each	such	new	Wholly-Owned	UK	Subsidiary
,	to	the	extent	requested	by	the
Administrative	Agent	or	the	Required	Lenders,	shall	take	all	actions	required	pursuant	to	this	Section	9.12.		In	addition,	each	new	Wholly-
Owned	Subsidiary	that	is	required	to	execute	any	Credit	Document	(other	than	any	Wholly-Owned	Subsidiary	that	is	not	a	Credit	Party)
shall	execute	and	deliver,	or	cause	to	be	executed	and	delivered,	all	other	relevant	documentation	(including	opinions	of	counsel	(which
shall	be	substantially	similar	to	those	opinions	delivered	on	the	Effective	Date))	of	the	type	described	in	Section	6	as	such	new	Wholly-
Owned	Subsidiary	would	have	had	to	deliver	if	such	new	Wholly-Owned	Subsidiary	were	a	Credit	Party	on	the	Effective	Date.
(e)
At	the	time	that	any	Credit	Party	grants	a	Lien	or	other	security	interest	in	any	Permitted	Additional	Secured
Indebtedness	Priority	Collateral	to	secure	any	Permitted	Additional	Secured	Indebtedness	or	Cash	Flow	Revolving	Indebtedness,	such
Credit	Party,	concurrently	therewith,	shall	enter	into	one	or	more	additional	security	documents	and/or	Mortgages	(collectively,
“
Additional	Security	Documents
”)	and/or	amend	any	then	existing	Security	Document,	in	each	case	in	form	and	substance	reasonably
satisfactory	to	the	Administrative	Agent,	pursuant	to	which	such	Credit	Party	shall	grant	a	Second	Priority	Lien	and	security	interest	to


key: chroma:document
string_value:
the	Collateral	Agent,	for	the	benefit	of	the	Secured	Creditors,	in	such	Permitted	Additional	Secured	Indebtedness	Priority	Collateral.		All
such	security	interests	shall	constitute	valid	and	enforceable	perfected	security	interests	subject	to	no	Liens	except	for	Permitted	Liens
and	shall	be	subject	to	the	terms	of	the	Intercreditor	Agreement.		In	connection	therewith,	each	such
148


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string_value:
Credit	Party	shall	take	all	such	further	actions	described	in	clause	(a)	of	this	Section	9.12	as	the	Collateral	Agent	may	reasonably	request.
(f)
If,	as	of	the	last	day	of	any	fiscal	quarter	of	the	Company,	the	aggregate	consolidated	assets	(excluding	intercompany
assets)	of	all	Immaterial	Subsidiaries	exceeds	10.0
%	of	Consolidated	Total	Assets	(as	set	forth	in	the	most	recent	consolidated	balance
sheet	of	the	Company	and	its	Consolidated	Subsidiaries	delivered	to	the	Lenders	pursuant	to	this	Agreement	and	computed	in	accordance
with	GAAP)	or	the	aggregate	consolidated	total	revenues	of	all	Immaterial	Subsidiaries	exceeds	10.0%	of	the	consolidated	total	revenues
of	the	Company	and	its	Consolidated	Subsidiaries	(as	set	forth	in	the	most	recent	income	statement	of	the	Company	and	its	Consolidated
Subsidiaries	delivered	to	the	Lenders	pursuant	to	this	Agreement	and	computed	in	accordance	with	GAAP)	then,	within	45	days	after	the
end	of	any	such	fiscal	quarter	(or,	if	such	fiscal	quarter	is	the	fourth	fiscal	quarter	of	the	Company,	within	90	days	thereafter)	(as	either
such	date	may	be	extended	by	the	Administrative	Agent	in	its	sole	discretion)),	the	Company	shall	cause	one	or	more	Immaterial
Subsidiaries	to	take	the	actions	specified	in	Section	9.12(d)	on	the	same	basis	that	any	newly	formed	or	acquired	Wholly-Owned	Domestic
Subsidiary	of	Tesla	B.V.	or	any	Wholly-Owned	Dutch	Subsidiary	
or	Wholly-Owned	UK	Subsidiary
	of	the	Company	would	have	to	take;
provided
,	
however


key: chroma:document
string_value:
provided
,	
however
,	such	actions	shall	only	be	required	to	the	extent	that,	after	giving	effect	to	such	actions,	the	aggregate	consolidated
assets	(excluding	intercompany	assets)	of	all	Immaterial	Subsidiaries	do	not	exceed	10.0%	of	Consolidated	Total	Assets	and	the	aggregate
consolidated	total	revenues	of	all	Immaterial	Subsidiaries	do	not	exceed	10.0%	of	consolidated	total	revenues	of	the	Company	and	its
Consolidated	Subsidiaries	(as	set	forth	in	the	most	recent	income	statement	of	the	Company	and	its	Consolidated	Subsidiaries	delivered	to
the	Lenders	pursuant	to	this	Agreement	and	computed	in	accordance	with	GAAP).
(g)
At	any	time	that	the	Company	desires	that	a	then	existing	Wholly-Owned	Domestic	Subsidiary	of	the	Company	(other
than	a	Securitization	Subsidiary,	a	Tesla	Finance	Subsidiary
,	an	Excluded	Charging	Subsidiary
	
or	an	Excluded	Energy	Storage	Subsidiary)
or
,
	
Wholly-Owned	Dutch	Subsidiary	of	Tesla	B.V.	(other	than	a	Securitization	Subsidiary,	a	Tesla	Finance	Subsidiary
,	an	Excluded
Charging	Subsidiary	or	an	Excluded	Energy	Storage	Subsidiary)	or	Wholly-Owned	UK	Subsidiary	of	Tesla	UK	(other	than	a	Securitization
Subsidiary,	a	Tesla	Finance	Subsidiary,	an	Excluded	Charging	Subsidiary
	
or	an	Excluded	Energy	Storage	Subsidiary)	become	a	U.S.
Borrower	or	a	Dutch	
Borrower	or	a	UK	Borrower	hereunder	after	the	Effective	Date,	or	any	other	Wholly	Owned	Subsidiary	of	the


key: chroma:document
string_value:
Company	acceptable	to	the	Administrative	Agent	and	the	Lenders	become	a
	
Borrower	hereunder	after	the	Effective	Date,	such	Wholly
Owned	Subsidiary	shall	satisfy	the	following	conditions	at	the	time	it	becomes	a	U.S.	Borrower	or	a	Dutch	
Borrower	or	a	UK
	
Borrower,	as
the	case	may	be:		(i)	the	consent	of	the	Administrative	Agent	shall	have	been	obtained	(which	consent	shall	not	be	unreasonably	withheld);
(ii)	each	such	Wholly-Owned	Subsidiary	shall	become	a	party	to	this	Agreement	and	each	applicable	Note	by	executing	and	delivering	to
the	Administrative	Agent	a	counterpart	of	a	Joinder	Agreement	(or	other	applicable	joinder	agreement	reasonably	satisfactory	to	the
Administrative	Agent	and	the	Company);	(iii)	to	the	extent	not	already	a	party	thereto,	each	such	Wholly-Owned	Domestic	Subsidiary	shall
become	a	party	to	each	of	the	Intercreditor	Agreement	if	then	in	effect,	the	U.S.	Security	Agreement	and	the	U.S.	Guaranty	and	each	other
applicable	Security	Document,	in	each	case	by	executing	and	delivering	to	the	Administrative	Agent	a	counterpart	of	a	Joinder	Agreement
(or	other	applicable	joinder	agreement	reasonably	satisfactory	to	the	Administrative	Agent	and	the	Company);	(iv)	to	the	extent	not
already	a	party	thereto,	each	such	Wholly-Owned	Dutch	Subsidiary	shall	become	a	party	to	each	of	the	Intercreditor	Agreement	if	then	in
effect	and	applicable,	the	Dutch	Security	Agreements	and	the	Dutch	Guaranty	and	each	other	applicable	Security	Document,	in	each	case
by	executing	and	delivering	to	the	Administrative	Agent	a	counterpart	of	a	Joinder	Agreement	(or	other	applicable	joinder	agreement


key: chroma:document
string_value:
reasonably	satisfactory	to	the	Administrative	Agent	and	the	Company)	and	any	related	documentation	required	by	such	Joinder	Agreement
(or	other	applicable	joinder	agreement);	(v)	
to	the	extent	not	already	a	party	thereto,	each	such	Wholly-Owned	UK	Subsidiary	shall
become	a	party	to	each	of	the	Intercreditor
149


key: chroma:document
string_value:
Agreement	if	then	in	effect	and	applicable,	the	UK	Security	Agreement	and	the	UK	Guaranty	and	each	other	applicable	Security
Document,	in	each	case	by	executing	and	delivering	to	the	Administrative	Agent	a	counterpart	of	a	Joinder	Agreement	(or	other	applicable
joinder	agreement	reasonably	satisfactory	to	the	Administrative	Agent	and	the	Company)	and	any	related	documentation	required	by	such
Joinder	Agreement	(or	other	applicable	joinder	agreement);	(vi)	to	the	extent	not	already	a	party	thereto,	each	such	Wholly-Owned
Subsidiary	(other	than	a	Wholly-Owned	Domestic	Subsidiary,	Wholly-Owned	Dutch	Subsidiary	or	Wholly-Owned	UK	Subsidiary)	shall
become	a	party	to	each	of	the	Intercreditor	Agreement	if	then	in	effect	and	applicable,	and	each	other	applicable	Security	Document,	in
each	case	by	executing	and	delivering	to	the	Administrative	Agent	a	counterpart	of	a	Joinder	Agreement	(or	other	applicable	joinder
agreement	reasonably	satisfactory	to	the	Administrative	Agent	and	the	Company)	and	any	related	documentation	required	by	such	Joinder
Agreement	(or	other	applicable	joinder	agreement),	and	such	amendments	shall	be	made	to	this	Agreement	as	may	be	appropriate	to
reflect	the	assets	of	such	Subsidiary	contributing	to	the	Borrowing	Base;	(vii)
	
each	such	Wholly-Owned	Subsidiary	shall	have	provided	all
documentation	and	other	information	that	the	Administrative	Agent	or	any	Lender	reasonably	requests	in	order	to	comply	with	its	ongoing
obligations	under	the	applicable	“know	your	customer”	and	anti-money	laundering	rules	and	regulations,	including	the	Patriot	Act
;
	
and
(vi
i


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string_value:
;
	
and
(vi
i
)	each	such	Wholly-Owned	Subsidiary,	to	the	extent	requested	by	the	Administrative	Agent	or	the	Required	Lenders,	shall	take	all
actions	required	pursuant	to	Section	9.12	to	the	extent	not	previously	taken	by	such	Wholly-Owned	Subsidiary.		In	addition,	each	such
Wholly-Owned	Subsidiary	shall	execute	and	deliver,	or	cause	to	be	executed	and	delivered,	all	other	relevant	documentation	(including
opinions	of	counsel	(which	shall	be	substantially	similar	to	those	opinions	delivered	on	the	Effective	Date))	of	the	type	described	in	Section
6	as	such	Wholly-Owned	Subsidiary	would	have	had	to	deliver	if	such	Wholly-Owned	Subsidiary	were	a	Borrower	on	the	Effective	Date.
(h)
In	the	event	that	the	Company	does	not	provide	an	Acceptable	Field	Examination	as	required	by	Section	6.14(ii)	on	or
prior	to	the	Effective	Date,	the	Company	will	deliver	such	Acceptable	Field	Examination	as	soon	as	practicable,	but	in	any	event	within	90
days	following	the	Effective	Date	
(as	such	date	may	be	extended	from	time	to	time	by	the	Administrative	Agent	in	its	sole	discretion)
.
[Reserved].
(i)
The	Dutch	Credit	Parties	will	deliver	(i)	a	Supplemental	Security	Agreement	(as	defined	in	the	Dutch	Receivables
Security	Agreement)	satisfying	the	requirements	of	Section	2.2	of	the	Dutch	Receivables	Security	Agreement	as	and	when	required	by
Section	2.2	of	the	Dutch	Receivables	Security	Agreement	and	(ii)	a	Supplemental	Security	Agreement	(as	defined	in	the	Dutch	Inventory
Security	Agreement)	satisfying	the	requirements	of	Section	2.2	of	the	Dutch	Inventory	Security	Agreement	as	and	when	required	by


key: chroma:document
string_value:
Section	2.2	of	the	Dutch	Inventory	Security	Agreement.		
9.13.
Information	Regarding	Collateral
.
(a)
The	Company	and	the	other	Borrowers	will	furnish	to	the	Administrative	Agent	prompt	written	notice	of:
(i)
with	respect	to	any	U.S.	Credit	Party,	any	change	in	any	U.S.	Credit	Party’s	(A)	legal	name,	(B)
organizational	identity,	(C)	organizational	identification	number,	(D)	in	the	case	of	any	U.S.	Credit	Party	that	is	not	a	registered
organization	for	purposes	of	Section	9-307	of	the	UCC,	its	place	of	business	or,	if	it	has	more	than	one	place	of	business,	its
chief	executive	office,	or	(E)	its	federal	taxpayer	identification	number;
(ii)
with	respect	to	any	Dutch	Credit	Party,	any	change	(A)	in	such	Dutch	Credit	Party’s	corporate	name,	(B)	in
the	location	of	such	Dutch	Credit	Party’s	chief	executive	office,	its	principal	place	of	business,	registered	office,	any	office	in
which	it	maintains	books	or	records
150


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relating	to	Collateral	(other	than	de-minimis	portions	of	Collateral)	owned	by	it	or	any	office	or	facility	at	which	Collateral
owned	by	it	is	located	(including	the	establishment	of	any	such	new	office	or	facility),	or	(C)	in	such	Dutch	Credit	Party’s
identity
.
;	and
(iii)
with	respect	to	any	UK	Credit	Party,	any	change	(A)	in	such	UK	Credit	Party’s	corporate	name,	(B)	in	the
location	of	such	UK	Credit	Party’s	registered	office,	its	principal	place	of	business,	any	office	in	which	it	maintains	books	or
records	relating	to	Collateral	(other	than	de-minimis	portions	of	Collateral)	owned	by	it	or	any	office	or	facility	at	which
Collateral	owned	by	it	is	located	(including	the	establishment	of	any	such	new	office	or	facility),	or	(C)	in	such	UK	Credit	Party’s
identity.
(b)
Within	five	Business	Days	prior	to	any	change	referred	to	in	clause	(a)	above,	the	Company	and	the	other	Credit
Parties	agree	to	make,	or	to	provide	to	the	Collateral	Agent	all	the	information	required	to	enable	it	to	make,	all	filings	under	the	UCC	(or
foreign	equivalent)	or	otherwise	that	are	required	in	order	for	the	Collateral	Agent	to	continue	at	all	times	following	such	change	to	have	a
valid,	legal	and	perfected	security	interest	in	all	the	Collateral.
9.14.
COMI
.
.
		
Each	Credit	Party	incorporated	in	a	jurisdiction	where	the	Insolvency	Regulation	applies
	and	each	UK
Credit	Party	(to	the	extent	that	the	Insolvency	Regulation	is	recognized	in	England	and	Wales	after	31	December	2020)
,	shall	maintain	its


key: chroma:document
string_value:
,	shall	maintain	its
centre	of	main	interest	(as	that	term	is	used	in	Section	3(1)	of	the	Insolvency	Regulation)	in	its	jurisdiction	of	incorporation	and	shall	not
create	or	maintain	any	establishment	(as	defined	in	section	2(h)	of	the	Insolvency	Regulation)	in	any	other	jurisdiction	that	is	a	member
state	of	the	European	Union.
9.15
.
Acknowledgment	and	Consent	to	Bail-In	of	
EEA	Financial	Institutions
.		Notwithstanding	anything	to	the
contrary	in	any	Credit	Document	or	in	any	other	agreement,	arrangement	or	understanding	among	any	such	parties,	each	party	hereto
acknowledges	that	any	liability	of	any	
EEA	
Financial	Institution	arising	under	any	Credit	Document,	to	the	extent	such	liability	is
unsecured,	may	be	subject	to	the	write-down	and	conversion	powers	of	
an	EEA	
Resolution	Authority	and	agrees	and	consents	to,	and
acknowledges	and	agrees	to	be	bound	by:
(a)
the	application	of	any	Write-Down	and	Conversion	Powers	by	
an	EEA	
Resolution	Authority	to	any	such
liabilities	arising	hereunder	which	may	be	payable	to	it	by	any	party	hereto	that	is	an	
EEA	Financial	Institution
;	and
(b)
the	effects	of	any	Bail-in	Action	on	any	such	liability,	including,	if	applicable:
(i)
a	reduction	in	full	or	in	part	or	cancellation	of	any	such	liability;
(ii)
a	conversion	of	all,	or	a	portion	of,	such	liability	into	shares	or	other	instruments	of	ownership	in	such	
EEA
Financial	Institution,	its	parent	undertaking,	or	a	bridge	institution	that	may	be	issued	to	it	or	otherwise	conferred	on	it,	and


key: chroma:document
string_value:
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	Credit	Document;	or
(iii)
the	variation	of	the	terms	of	such	liability	in	connection	with	the	exercise	of	the	Write-Down	and
Conversion	Powers	of	
any	EEA	Resolution	Authority
.
SECTION	10.
Negative	Covenants
.		Each	of	the	Company	and	the	other	Borrowers	hereby	covenants	and	agrees	that	on
and	after	the	Effective	Date	and	until	the	Total	Revolving	Loan	Commitment	and	all	Letters	of	Credit	have	terminated	(or	have	been	cash
collateralized	or	backstopped
151


key: chroma:document
string_value:
by	another	letter	of	credit,	in	either	case	on	terms	and	pursuant	to	arrangements	reasonably	satisfactory	to	the	Administrative	Agent	and
the	respective	Issuing	Lenders	(which	arrangements,	in	any	event,	shall	require	such	cash	collateral	or	backstop	letter	of	credit	to	be	in	a
stated	amount	equal	to	at	least	102%	of	the	aggregate	Stated	Amount	of	all	Letters	of	Credit	outstanding	at	such	time))	and	the	Loans
,
Notes
	and	Unpaid	Drawings	(in	each	case,	together	with	interest	thereon),	Fees	and	all	other	Obligations	(other	than	any	indemnities	and
other	contingent	payment	obligations	of	the	Credit	Parties	set	forth	in	the	Credit	Documents	and	reimbursement	obligations	under	Section
13.01	which,	in	either	case	are	not	then	due	and	payable)	incurred	hereunder	and	thereunder,	are	paid	in	full:
10.01.
Liens
.		The	Company	will	not,	and	will	not	permit	any	of	its	Subsidiaries	to,	create,	incur,	assume	or	suffer	to	exist
any	Lien	upon	or	with	respect	to	any	property	or	assets	(real	or	personal,	tangible	or	intangible)	of	the	Company	or	any	of	its	Subsidiaries,
whether	now	owned	or	hereafter	acquired	or	knowingly	permit	the	filing	of	any	financing	statement	under	the	UCC	or	any	other	similar
notice	of	Lien	under	any	similar	recording	or	notice	statute;	
provided
	that	the	provisions	of	this	Section	10.01	shall	not	prevent	the
creation,	incurrence,	assumption	or	existence	of	the	following	(Liens	described	below	are	herein	referred	to	as	“
Permitted	Liens
”):
(a)
(i)	Liens	for	taxes,	assessments	or	governmental	charges	or	levies	not	yet	delinquent	or	(ii)	Liens	for	taxes,


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string_value:
assessments	or	governmental	charges	or	levies	being	contested	in	good	faith	and	by	appropriate	proceedings	for	which	adequate	reserves
have	been	established	in	accordance	with	GAAP;
(b)
Liens	in	respect	of	property	or	assets	of	the	Company	or	any	of	its	Subsidiaries	imposed	by	law,	which	were	incurred
in	the	ordinary	course	of	business	and	do	not	secure	Indebtedness	for	borrowed	money,	such	as	freight	carriers’	and	forwarders’,
warehousemen’s,	bailee’s,	materialmen’s	and	mechanics’	liens	and	other	similar	Liens	arising	in	the	ordinary	course	of	business,	and
(i)	which	do	not	in	the	aggregate	materially	detract	from	the	value	of	the	Company’s	or	such	Subsidiary’s	property	or	assets	or	materially
impair	the	use	thereof	in	the	operation	of	the	business	of	the	Company	or	such	Subsidiary	or	(ii)	which	are	being	contested	in	good	faith
by	appropriate	proceedings,	which	proceedings	have	the	effect	of	preventing	the	forfeiture	or	sale	of	the	property	or	assets	subject	to	any
such	Lien;
(c)
Liens	in	existence	on	the	Effective	Date	which	are	listed,	and	the	property	subject	thereto	described,	in	Schedule	10.01
to	the	Disclosure	Letter,	plus	renewals,	replacements,	refinancings	and	extensions	of	such	Liens;	
provided
	that	(i)	the	aggregate	principal
amount	of	the	Indebtedness,	if	any,	secured	by	such	Liens	does	not	exceed	that	amount	outstanding	at	the	time	of	any	such	renewal,
replacement,	refinancing	or	extension	(plus	the	sum	of	(1)	accrued	and	unpaid	interest	and	fees	thereon,	(2)	any	prepayment	premiums


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string_value:
and	(3)	customary	fees	and	expenses	relating	to	such	renewal,	replacement,	refinancing	or	extension)	and	(ii)	any	such	renewal,
replacement	or	extension	does	not	encumber	any	additional	assets	or	properties	of	the	Company	or	any	of	its	Subsidiaries;
(d)
Liens	created	by	or	pursuant	to	this	Agreement	and	the	Security	Documents;
(e)
(i)	licenses,	sublicenses,	leases	or	subleases	granted	by	the	Company	or	any	of	its	Subsidiaries	to	other	Persons	not
materially	interfering	with	the	conduct	of	the	business	of	the	Company	or	any	of	its	Subsidiaries	and	(ii)	any	interest	or	title	of	a	lessor,
sublessor	or	licensor	under	any	lease	or	license	agreement	not	prohibited	by	this	Agreement	to	which	the	Company	or	any	of	its
Subsidiaries	is	a	party;
(f)
Liens	upon	assets	of	the	Company	or	any	of	its	Subsidiaries	subject	to	Capitalized	Lease	Obligations	(including	the
financing	of	such	related	installation,	maintenance	or	software	licensing	charges)	and	any	renewals,	replacements,	refinancings	or
extensions	thereof	for	the	same	or	a	lesser	amount	(plus	the	sum	of	(1)	accrued	and	unpaid	interest	and	fees	thereon,	(2)	any	prepayment
premium
152


key: chroma:document
string_value:
and	(3)	customary	fees	and	expenses	relating	to	such	renewal,	replacement,	refinancing	or	extension),	to	the	extent	such	Capitalized
Lease	Obligations	or	renewals,	replacements,	refinancings	or	extensions	thereof	are	permitted	by	Section	10.04(d)	or	Section	10.04(p);
provided
	that	(i)	such	Liens	only	serve	to	secure	the	payment	of	Indebtedness	arising	under	such	Capitalized	Lease	Obligation	or	renewal,
replacement,	refinancing	or	extension	thereof	and	(ii)	the	Lien	encumbering	the	asset	giving	rise	to	the	Capitalized	Lease	Obligation	or
renewal,	replacement,	refinancing	or	extension	thereof	does	not	encumber	any	other	asset	of	the	Company	or	any	of	its	Subsidiaries
(other	than	accessions	to	such	assets	or	proceeds	thereof	and	related	property);
(g)
purchase	money	Liens	(including	the	interests	of	vendors	and	lessors	under	conditional	sale	and	title	retention
agreements)	placed	upon	assets	(or	any	improvements	thereto)	of	the	Company	or	any	of	its	Subsidiaries	and	placed	at	the	time	of	the
acquisition	thereof	by	the	Company	or	such	Subsidiary	(or	in	the	case	of	improvements,	at	the	time	of	construction	or	repair)	or	within	365
days	thereafter	to	secure	Indebtedness	incurred	to	pay	all	or	a	portion	of	the	purchase	price	thereof,	plus	related	installation,	maintenance
and	software	licensing	costs,	or	to	secure	Indebtedness	incurred	solely	for	the	purpose	of	financing	the	acquisition	of	any	such	asset	or
extensions,	renewals,	refinancings	or	replacements	of	any	of	the	foregoing	for	the	same	or	a	lesser	amount	(plus	the	sum	of	(1)	accrued


key: chroma:document
string_value:
and	unpaid	interest	and	fees	thereon,	(2)	any	prepayment	premium	and	(3)	customary	fees	and	expenses	relating	to	such	renewal,
replacement,	refinancing	or	extension);	
provided
	that	(i)	the	Indebtedness	secured	by	such	Liens	is	permitted	by	Section	10.04(d)	or
Section	10.04(p)	and	(ii)	in	all	events,	the	Lien	encumbering	such	assets	so	acquired	does	not	encumber	any	other	asset	of	the	Company	or
any	of	its	Subsidiaries	(other	than	accessions	to	such	assets	or	proceeds	thereof	and	related	property);
(h)
(x)	easements,	rights-of-way,	restrictions,	encroachments	and	other	similar	charges	or	encumbrances,	and	minor	title
deficiencies,	in	each	case	not	securing	Indebtedness	and	not	materially	interfering	with	the	conduct	of	the	business	of	the	Company	or	any
of	its	Subsidiaries	and	(y)	if	applicable,	any	Permitted	Encumbrances;
(i)
Liens	arising	from	precautionary	UCC	financing	statement	filings	(or	other	foreign	equivalent	filings)	regarding
operating	leases	entered	into	in	the	ordinary	course	of	business;
(j)
Liens	arising	out	of	the	existence	of	judgments	or	awards	that	do	not	otherwise	constitute	an	Event	of	Default	under
Section	11.10;
(k)
statutory,	contractual	and	common	law	landlords’	liens	under	leases	to	which	the	Company	or	any	of	its	Subsidiaries	is
a	party;
(l)
Liens	(other	than	Liens	imposed	under	ERISA)	incurred	in	the	ordinary	course	of	business	in	connection	with	workers
compensation	claims,	unemployment	insurance	and	social	security	benefits	and	Liens	securing	the	performance	of	bids,	tenders,	leases


key: chroma:document
string_value:
and	contracts	in	the	ordinary	course	of	business,	statutory	obligations,	surety	and	appeal	bonds,	performance	bonds	and	other	obligations
of	a	like	nature	incurred	in	the	ordinary	course	of	business	(exclusive	of	obligations	in	respect	of	the	payment	for	borrowed	money);
(m)
Liens	on	property	or	assets	acquired	pursuant	to	an	Acquisition,	or	on	property	or	assets	of	a	Subsidiary	of	the
Company	in	existence	at	the	time	such	Subsidiary	is	acquired	pursuant	to	an	Acquisition	and	any	renewals,	replacements,	refinancings	or
extensions	thereof	for	the	same	or	a	lesser	amount	(plus	the	sum	of	(1)	accrued	and	unpaid	interest	and	fees	thereon,	(2)	any	prepayment
premium	and	(3)	customary	fees	and	expenses	relating	to	such	renewal,	replacement,	refinancing	or	extension);	
provided
	that	(i)	any
Indebtedness	and	any	renewals,	replacements,	refinancings	or	extensions	thereof	that	is	secured	by	such	Liens	is	permitted	to	exist	under
Section	10.04(g),	and	(ii)	such	Liens	are	not	incurred
153


key: chroma:document
string_value:
in	connection	with,	or	in	contemplation	or	anticipation	of,	such	Acquisition	(other	any	renewals,	replacements,	refinancings	or	extensions
of	Indebtedness	permitted	by	Section	10.04(g))	and	do	not	attach	to	any	other	asset	of	the	Company	or	any	of	its	Subsidiaries;
(n)
Liens	arising	out	of	any	conditional	sale,	title	retention,	consignment	or	other	similar	arrangements	for	the	sale	of
goods	entered	into	by	the	Company	or	any	of	its	Subsidiaries	in	the	ordinary	course	of	business	to	the	extent	such	Liens	do	not	attach	to
any	assets	other	than	the	goods	subject	to	such	arrangements;
(o)
Liens	(i)	incurred	in	the	ordinary	course	of	business	in	connection	with	the	purchase	or	shipping	of	goods	or	assets	(or
the	related	assets	and	proceeds	thereof),	which	Liens	are	in	favor	of	the	seller,	broker	or	shipper	of	such	goods	or	assets	and	only	attach
to	such	goods	or	assets,	and	(ii)	in	favor	of	customs	and	revenue	authorities	arising	as	a	matter	of	law	to	secure	payment	of	customs	duties
in	connection	with	the	importation	of	goods;
(p)
bankers’	Liens,	rights	of	setoff	and	other	similar	Liens	existing	solely	with	respect	to	cash	and	Cash	Equivalents	on
deposit	in	one	or	more	accounts	(other	than	the	Core	Dutch	Deposit	Accounts)	maintained	by	the	Company	or	any	of	its	Subsidiaries,	in
each	case	granted	in	the	ordinary	course	of	business	in	favor	of	the	bank	or	banks	or	other	financial	institutions	with	which	such	accounts
are	maintained,	securing	amounts	owing	to	such	bank	or	banks	with	respect	to	cash	management	and	operating	account	arrangements;
(q)


key: chroma:document
string_value:
(q)
Liens	granted	in	the	ordinary	course	of	business	on	insurance	policies,	proceeds	thereof	and	the	unearned	portion	of
insurance	premiums	with	respect	thereto	securing	the	financing	of	the	unpaid	cost	of	the	insurance	policies	to	the	extent	the	financing	is
permitted	under	Section	10.04;
(r)
Liens	on	earnest	money	deposits	made	in	the	ordinary	course	of	business	in	connection	with	any	agreement	in	respect
of	an	anticipated	Acquisition	or	other	Investment;
(s)
Liens	on	Collateral	(including	Permitted	Additional	Secured	Indebtedness	Priority	Collateral	that	is	to	become
Collateral)	securing	Permitted	Additional	Secured	Indebtedness	or	Cash	Flow	Revolving	Indebtedness	so	long	as	an	Intercreditor
Agreement	is	in	full	force	and	effect	and	any	Liens	on	ABL	Priority	Collateral	are	junior	to	the	Liens	of	the	Collateral	Agent	on	such	ABL
Priority	Collateral;
(t)
Liens	on	cash	and	Cash	Equivalents	to	secure	(x)	the	Company’s	or	its	respective	Subsidiary’s	reimbursement
obligations	under	letters	of	credit,	bankers’	acceptances,	bank	guarantees,	performance	bonds,	surety	bonds	and	bid	bonds	or	similar
bonds	permitted	under	Section	10.04(m)	so	long	as	the	aggregate	amount	of	such	cash	and	Cash	Equivalents	pledged	to	secure	such
Indebtedness	does	not	exceed	at	any	time	102%	of	the	aggregate	outstanding	amount	of	such	Indebtedness	(or,	in	the	case	of	undrawn
letters	of	credit,	bankers’	acceptances	or	bank	guarantees,	the	aggregate	undrawn	face	amount	thereof)	or	(y)	indemnification	obligations


key: chroma:document
string_value:
relating	to	dispositions	not	prohibited	by	this	Agreement	and	entered	into	in	the	ordinary	course	of	business;
(u)
licensing	and	cross-licensing	arrangements	entered	into	by	the	Company	and	its	Subsidiaries	for	purposes	of
enforcing,	defending	or	settling	claims	with	respect	to	the	intellectual	property	of	the	Company	and	its	Subsidiaries;
(v)
Liens	on	
(i)
	
Energy	Storage	Assets	and	related	assets,	in	each	case	securing	Indebtedness	permitted	by	Section
10.04(r)
	or	(ii)	Charging	Assets	and	related	assets,	in	each	case	securing	Indebtedness	permitted	by	Section	10.04(bb)
;
154


key: chroma:document
string_value:
(w)
(i)
	
Liens	on	assets	and	property	of	Subsidiaries	that	are	not	Credit	Parties	securing	Indebtedness	permitted	by	Section
10.04(o)	or	(v)	and	
(ii)
	
Liens	(to	the	extent	expressly	contemplated	by	Section	10.04(v))	on	property	of	Tesla	B.V.,	securing	Indebtedness
permitted	by	Section	10.04(v);
(x)
Liens	on	Securitization	Related	Assets	of	a	
Tesla	Finance	Subsidiary	and/or	a
	Securitization	Subsidiary	in	connection
with	the	sale	of	such	Securitization	Related	Assets	pursuant	to	a	Permitted	Securitization	Facility;
(y)
additional	Liens	on	assets	or	property	(other	than	ABL	Priority	Collateral)	of	the	Company	or	any	of	its	Subsidiaries	not
otherwise	permitted	by	this	Section	10.01	that	secure	
outstanding	
obligations	in	an	aggregate	principal	amount	at	any	time	outstanding
not	to	exceed	the	greater	of	$100,000,000	or	1.0%	of	Consolidated	Total	Assets	in	the	aggregate	for	all	such	Liens	at	any	time;
(z)
customary	Liens	granted	in	favor	of	a	trustee	pursuant	to	an	indenture	relating	to	Indebtedness	not	prohibited	by	this
Agreement	to	the	extent	such	Liens	(i)	secure	only	customary	compensation,	indemnification	and	reimbursement	obligations	owing	to	such
trustee	under	such	indenture	and	any	agreements	entered	into	by	such	trustee	(as	trustee	or	collateral	agent)	in	connection	therewith	and
(ii)	are	limited	to	the	cash	or	other	collateral	held	by	such	trustee	(excluding	cash	held	in	trust	for	the	payment	of	such	Indebtedness);
(aa)


key: chroma:document
string_value:
(aa)
Liens	securing	repurchase	obligations	permitted	by	clause	(iv)	of	the	definition	of	Cash	Equivalents;
(bb)
deposits	as	security	for	contested	taxes	or	contested	import	or	customs	duties;
(cc)
customary	rights	of	first	refusal,	voting,	redemption,	transfer	or	other	restrictions	with	respect	to	the	Equity	Interests
in	any	joint	venture	entities	or	other	Persons	that	are	not	Subsidiaries;
(dd)
Liens	on	cash	and	Cash	Equivalents	arising	in	connection	with	the	defeasance,	discharge	or	redemption	of
Indebtedness	not	prohibited	by	this	Agreement;
(ee)
Liens	on	Rental	Account	Assets	and	related	assets,	in	each	case	securing	Indebtedness	permitted	by	Section	10.04(x);
(ff)
Liens	on	Used	Motor	Vehicles	and	related	assets	(such	as	proceeds	and	documents	of	title	in	respect	thereof,	that	in
the	reasonable	opinion	of	the	Company	are	customary	for	financing	transactions	related	to	such	assets),	in	each	case	securing
Indebtedness	permitted	by	Section	10.04(z);	
and
(gg)
Liens	of	the	Attributes	Buyer	or	any	of	its	Affiliates	on	Environmental	Attributes	and	their	related	intangible	rights	in
connection	with	the	sale	of	such	Environmental	Attributes	to	the	Attributes	Buyer	or	any	of	its	Affiliates
.
;	and
(hh)
Liens	securing	Indebtedness	permitted	under	Section	10.04(aa);	provided,	that	such	Lien	extends	only	to	the	real
property,	and	any	buildings,	structures,	parking	areas,	fixtures	or	other	improvements	thereon	and	other	property	of	the	type	customarily


key: chroma:document
string_value:
described	in	a	mortgage	or	deed	of	trust,	comprising	the	Manufacturing	Facility	constructed,	improved	or	repaired	with	the	proceeds	of
such	Indebtedness	and,	if	applicable,	the	Equity	Interests	in	the	Subsidiary	that	has	title	to	the	financed	Manufacturing	Facility.
In	connection	with	the	granting	of	Liens	of	the	type	described	in	clauses	(c),	(f),	(g),	(i),	(l),	(m),	(t),	(v)	and	(x)	of	this	Section	10.01	by	the
Company	or	any	of	its	Subsidiaries,	the	Administrative	Agent	and	the
155


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string_value:
Collateral	Agent	shall	be	authorized	to	take	any	actions	deemed	appropriate	by	it	in	connection	therewith	(including	by	executing
appropriate	lien	releases	or	lien	subordination	agreements	in	favor	of	the	holder	or	holders	of	such	Liens,	in	either	case	solely	with	respect
to	the	item	or	items	of	equipment	or	other	assets	subject	to	such	Liens).
10.02.
Fundamental	Changes
.		(a)		The	Company	will	not,	and	will	not	permit	any	of	its	Subsidiaries	to,	(x)	merge	into	or
consolidate	with	any	other	Person,	or	permit	any	other	Person	to	merge	into	or	consolidate	with	it,	(y)	sell,	transfer,	license,	lease,	
enter
into
consummate
	any	sale-leaseback	transactions	with	respect	to,	or	otherwise	dispose	of	(in	one	transaction	or	in	a	series	of	transactions,
including	pursuant	to	a	Division)	all	or	substantially	all	of	the	assets	of	the	Company	and	its	Subsidiaries,	taken	as	a	whole,	or	(z)	liquidate
or	dissolve,	except	that,	if	at	the	time	thereof	and	immediately	after	giving	effect	thereto	no	Default	or	Event	of	Default	shall	have
occurred	and	be	continuing:
(i)
(x)	any	Subsidiary	or	any	other	Person	(other	than	the	Company)	may	merge	into	or	consolidate	with	a	U.S.
Borrower	in	a	transaction	in	which	such	U.S.	Borrower	is	the	surviving	corporation
	and
,
	
(y)	any	Foreign	Subsidiary	(other	than
Tesla	B.V.
	or	a	UK	Borrower
)	or	any	other	Person	(other	than	the	Company,	Tesla	B.V.
,	any	UK	Borrower
	
or	any	Domestic


key: chroma:document
string_value:
or	any	Domestic
Subsidiary)	may	merge	into	or	consolidate	with	a	Dutch	Borrower	in	a	transaction	in	which	such	Dutch	Borrower	is	the
surviving	corporation
;
	
and	(z)	any	Foreign	Subsidiary	(other	than	Tesla	UK	or	a	Dutch	Borrower)	or	any	other	Person	(other
than	the	Company,	Tesla	UK	or	a	Dutch	Borrower	or	any	Domestic	Subsidiary)	may	merge	into	or	consolidate	with	a	UK
Borrower	in	a	transaction	in	which	such	UK	Borrower	is	the	surviving	corporation;
(ii)
(x)	any	Person	(other	than	a	Borrower)	may	merge	into	or	consolidate	with	any	Subsidiary	in	a	transaction
in	which	the	surviving	entity	is	a	Subsidiary	(provided	that	(A)	any	such	merger	or	consolidation	involving	a	U.S.	Credit	Party
must	result	in	a	U.S.	Credit	Party	as	the	surviving	entity	and	(B)	subject	to	clause	(A)	above,	any	such	merger	or	consolidation
involving	a	Dutch	Credit	Party	
or	a	UK	Credit	Party
	
must	result	in	a	Dutch	Credit	Party	
or	a	UK	Credit	Party,	respectively,
	as
the	surviving	entity);
(iii)
the	Company	or	any	Subsidiary	may	sell,	transfer,	license,	lease	or	otherwise	dispose	of	its	assets	to	the
Company	or	to	another	Subsidiary;
(iv)
any	Subsidiary	(other	than	a	Borrower)	may	liquidate	or	dissolve	if	the	Company	determines	in	good	faith
that	such	liquidation	or	dissolution	is	in	the	best	interests	of	the	Company	and	is	not	materially	disadvantageous	to	the	Lenders;
and
(v)


key: chroma:document
string_value:
and
(v)
any	Subsidiary	may	merge	into	or	consolidate	with	any	other	Person	in	a	transaction	not	otherwise
prohibited	hereunder	and	all	or	substantially	all	of	the	Equity	Interests	of	any	Subsidiary	may	be	sold,	transferred	or	otherwise
disposed	of,	in	a	transaction	not	otherwise	prohibited	hereby.
(b)
The	Company	will	not,	and	will	not	permit	any	U.S.	Credit	Party
	or
,
	
Dutch	Credit	
Party	or	UK	Credit
	
Party,
to	change	its	jurisdiction	of	organization	to	the	extent	that	it	involves	(i)	a	U.S.	Credit	Party	ceasing	to	be	organized	in	the	United	States
or
,
	
(ii)	a	Dutch	Credit	Party	ceasing	to	be	organized	in	the	Netherlands
	or	(iii)	a	UK	Credit	Party	ceasing	to	be	incorporated	in	England
and	Wales
.
10.03.
Dividends
.		The	Company	will	not,	and	will	not	permit	any	of	its	Subsidiaries	to,	authorize,	declare	or	pay	any
Dividends	with	respect	to	the	Company	or	any	of	its	Subsidiaries,	except	that:
156


key: chroma:document
string_value:
(a)
any	Subsidiary	of	the	Company	may	pay	Dividends	to	the	Company	or	to	any	Wholly-Owned	Subsidiary	of	the
Company;
(b)
any	Non-Wholly-Owned	Subsidiary	of	the	Company	may	pay	Dividends	to	its	shareholders,	members	or	partners
generally,	so	long	as	the	Company	or	its	respective	Subsidiary	which	owns	the	Equity	Interest	in	the	Subsidiary	paying	such	Dividends
receives	at	least	its	proportionate	share	thereof	(based	upon	its	relative	holding	of	the	Equity	Interest	in	the	Subsidiary	paying	such
Dividends	and	taking	into	account	the	relative	preferences,	if	any,	of	the	various	classes	of	Equity	Interests	of	such	Subsidiary);
(c)
the	Company	may	redeem,	repurchase	or	otherwise	acquire	for	value	outstanding	shares	of	Company	Common	Stock
(or	options,	warrants	or	other	rights	to	acquire	such	Company	Common	Stock)	following	the	death,	disability,	retirement	or	termination	of
employment	or	service	of	officers,	directors	or	employees	of	the	Company	or	any	of	its	Subsidiaries,	
provided
	that	(x)	the	aggregate
amount	of	all	such	redemptions,	repurchases	and	other	acquisitions	pursuant	to	this	Section	10.03(c)	shall	not	exceed	$50,000,000	in	any
fiscal	year	of	the	Company	(less	the	amount	of	any	such	redemption	or	repurchase	effected	by	the	forgiveness	of	Indebtedness	owed	to	the
Company	by	such	officer,	director	or	employee)	and	(y)	at	the	time	of	any	such	redemption	or	repurchase	permitted	to	be	made	pursuant
to	this	Section	10.03(c),	no	Default	or	Event	of	Default	shall	then	exist	or	result	therefrom;
(d)


key: chroma:document
string_value:
(d)
the	Company	may	pay	regularly	scheduled	Dividends	on	its	Qualified	Preferred	Stock	pursuant	to	the	terms	thereof
solely	through	the	issuance	of	additional	shares	of	such	Qualified	Preferred	Stock	(but	not	in	cash),	
provided
	that	in	lieu	of	issuing
additional	shares	of	such	Qualified	Preferred	Stock	as	Dividends,	the	Company	may	increase	the	liquidation	preference	of	the	shares	of
Qualified	Preferred	Stock	in	respect	of	which	such	Dividends	have	accrued;
(e)
the	Company	may	pay	or	make	Dividends	if	the	Payment	Conditions	are	satisfied	both	before	and	after	giving	effect	to
the	payment	or	making	of	such	Dividends;	
provided
	that	the	Company	may	pay	dividends	on	its	capital	stock	within	60	days	of	the
declaration	thereof	if,	on	the	declaration	date,	the	Payment	Conditions	were	satisfied;
(f)
the	Company	may	acquire	shares	of	its	Equity	Interests	in	connection	with	the	exercise	of	stock	options	or	warrants	to
the	extent	such	Equity	Interests	represent	a	portion	of	the	exercise	price	of	those	stock	options	or	warrants	by	way	of	cashless	exercise;
(g)
the	Company	may	make	Dividends	consisting	of	the	issuance	of	equity	rights	convertible	into	Qualified	Preferred	Stock
in	connection	with	“anti-takeover”	and	“poison	pill”	arrangements	approved	by	the	Board	of	Directors	of	the	Company	and	make
redemptions	of	such	rights;	
provided
	that	(i)	such	redemptions	are	in	accordance	with	the	terms	of	such	arrangements	and	(ii)	the
aggregate	amount	of	all	such	redemptions	made	during	the	term	of	this	Agreement	do	not	exceed	$10,000,000;
(h)


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string_value:
(h)
the	Company	may	make	Dividends	to	directors,	officers	and	employees	of	the	Company	and	its	Subsidiaries	in
connection	with	any	incentive	plans	approved	by	the	Board	of	Directors	of	the	Company	consisting	of	(i)	shares	of	Company	Common
Stock	(or	options,	warrants	and	other	equity	instruments	in	respect	thereof),	(ii)	cash	incentive	bonuses,	and	(iii)	stock	appreciation	rights
or	performance	units,	including	any	cash	payments	in	connection	therewith;
(i)
the	Company	may	settle
	or	otherwise
,	perform,
	
repurchase
	or	otherwise
,
	terminate	or	unwind	any	Issuer	Option;
(j)
the	Company	may	accrue	dividends	on	its	capital	stock;
157


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string_value:
(k)
	the	Company	may	repurchase	or	pay	cash	in	lieu	of	fractional	shares	of	its	Equity	Interests	arising	out	of	stock
dividends,	splits	or	combinations,	business	combinations	or	conversions	of	convertible	securities	or	the	exercise	of	warrants;
(l)
the	Company	and	its	Subsidiaries	may	pay	withholding	taxes	in	connection	with	the	retention	of	Equity	Interests
pursuant	to	equity-based	compensation	plans;
(m)
the	Company	or	any	Subsidiary	may	receive	or	accept	the	return	to	the	Company	or	any	Subsidiary	of	Equity	Interests
of	the	Company	or	any	Subsidiary	constituting	a	portion	of	the	purchase	price	consideration	in	settlement	of	indemnification	claims;
(n)
the	Company	may	make	payments	or	distributions	to	dissenting	stockholders	as	required	by	applicable	law	in
connection	with	a	merger,	consolidation	or	transfer	of	assets	permitted	by	this	Agreement;
(o)
if	no	Default	or	Event	of	Default	then	exists	or	would	result	therefrom,	the	Company	may	pay	or	make	Dividends	in	an
aggregate	amount	not	to	exceed,	together	with	any	payments,	prepayments,	redemptions	or	acquisitions	for	value	made	pursuant	to
Section	10.08(a)(v),	$
50,000,000
150,000,000
;
(p)
any	Tesla	Lease	Finance	Subsidiary	may	pay	Dividends	to	its	shareholders,	members	or	partners	in	accordance	with
such	Subsidiary’s	operating	documents;	
provided
	that	such	Dividends	are	substantially	consistent	with	Dividends	paid	in	connection	with
tax	equity	financings;	and
(q)
any	Tesla	Finance	Subsidiary	may	redeem,	repurchase	or	otherwise	acquire	for	value	outstanding	Equity	Interests	in


key: chroma:document
string_value:
any	Tesla	Lease	Finance	Subsidiary	to	effect	the	termination	of	any	tax	equity	financing	involving	such	Tesla	Lease	Finance	Subsidiary.
10.04.
Indebtedness
.		The	Company	will	not,	and	will	not	permit	any	of	its	Subsidiaries	to,	contract,	create,	incur,	assume
or	suffer	to	exist	any	Indebtedness,	except:
(a)
Indebtedness	incurred	pursuant	to	this	Agreement	and	the	other	Credit	Documents;
(b)
Existing	Indebtedness	outstanding	on	the	Effective	Date	and,	except	for	intercompany	Indebtedness	among	the
Company	and	its	Subsidiaries,	listed	on	Schedule	8.20	to	the	Disclosure	Letter	(as	reduced	by	any	repayments	of	principal	thereof	after
the	Effective	Date	for	which	the	obligor	thereunder	has	no	right	to	reborrow	pursuant	to	the	terms	of	such	Indebtedness),	and	any
subsequent	extension,	renewal,	replacement	or	refinancing	thereof;	
provided
	that	the	aggregate	principal	amount	of	the	Indebtedness	to
be	extended,	renewed	or	refinanced	or	the	aggregate	commitment	in	respect	of	such	Indebtedness	does	not	exceed	that	amount
outstanding	or	commitment	then	in	effect	at	the	time	of	any	such	extension,	renewal,	replacement	or	refinancing	(although	in	no	event
shall	the	amount	of	any	such	commitment	exceed	that	amount	in	effect	on	the	Effective	Date,	as	reduced	by	any	permanent	commitment
reductions	thereafter)	(plus	the	sum	of	(A)	accrued	and	unpaid	interest	and	fees	thereon,	(B)	any	prepayment	premium	and	(C)	customary
fees	and	expenses	relating	to	such	extension,	renewal,	replacement	or	refinancing);
(c)


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string_value:
(c)
Indebtedness	(i)	of	the	Company	and	its	Subsidiaries	under	Interest	Rate	Protection	Agreements	entered	into	with
respect	to	other	Indebtedness	permitted	under	this	Section	10.04	and	(ii)	of	the	Company	and	its	Subsidiaries	under	Other	Hedging
Agreements	entered	into	in	the	ordinary	course	of	business	and	providing	protection	to	the	Company	and	its	Subsidiaries	against
fluctuations	in	currency	values	or	commodity	prices	in	connection	with	the	Company’s	or	any	of	its	Subsidiaries’	ordinary	course	of
business	operations,	in	either	case	so	long	as	the	entering	into	of	such	Interest	Rate	Protection
158


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string_value:
Agreements	or	Other	Hedging	Agreements	are	bona	fide	hedging	activities	and	are	not	for	speculative	purposes;
(d)
Indebtedness	of	the	Company	and	its	Subsidiaries	evidenced	by	Capitalized	Lease	Obligations	(including	the	financing
of	such	related	installation,	maintenance	or	software	licensing	charges)	and	purchase	money	Indebtedness	secured	by	Liens	described	in
Sections	10.01(f)	and	(g)	and	any	subsequent	extension,	renewal,	replacement	or	refinancing	thereof	as	permitted	by	such
Sections	10.01(f)	and	(g);	
provided
	that	Indebtedness	incurred	in	reliance	on	this	clause	(d)	shall	only	be	permitted	to	the	extent	at	the
time	of	incurrence	it	constitutes	either	Ratio-Related	Permitted	Indebtedness	or	Basket-Related	Permitted	Indebtedness;
(e)
Indebtedness	constituting	Intercompany	Loans;
(f)
Indebtedness	consisting	of	unsecured	guarantees	by	(i)	a	U.S.	Borrower	of	the	Indebtedness	and	lease	and	other
contractual	obligations	of	its	Wholly-Owned	Subsidiaries,	(ii)	the	U.S.	Credit	Parties	of	each	other’s	Indebtedness	and	lease	and	other
contractual	obligations	(other	than	obligations	in	respect	of	Permitted	Convertible	Notes),	(iii)	the	Dutch	Credit	Parties	of	each	other’s	
and
its	Wholly-Owned	Subsidiaries’	Indebtedness	and	lease	and	other	contractual	obligations,	(iv)	the	UK	Credit	Parties	of	each	other’s	and	its
Wholly-Owned	Subsidiaries’
	
Indebtedness	and	lease	and	other	contractual	obligations	and	(
iv
v
)	Subsidiaries	of	the	Company	that	are	not


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string_value:
)	Subsidiaries	of	the	Company	that	are	not
Credit	Parties	of	each	other’s	Indebtedness	and	lease	and	other	contractual	obligations,	in	each	case	to	the	extent	that	the	guaranteed
Indebtedness	or	lease	or	other	contractual	arrangement	is	otherwise	
permitted	under
not	prohibited	by
	this	Agreement;
(g)
Indebtedness	of	a	Subsidiary	of	the	Company	acquired	pursuant	to	an	Acquisition	(or	Indebtedness	assumed	at	the
time	of	an	Acquisition	in	respect	of	an	asset	securing	such	Indebtedness);	
provided
	that	(i)	such	Indebtedness	was	not	incurred	in
connection	with,	or	in	anticipation	or	contemplation	of,	such	Acquisition	and	(ii)	the	aggregate	principal	amount	of	all	Indebtedness
permitted	by	this	clause	(g)	shall	not	exceed	the	greater	of	(x)	$250,000,000	or	(y)	1%	of	Consolidated	Total	Assets,	in	each	case,	at	any
one	time	outstanding;
(h)
Indebtedness	arising	from	the	honoring	by	a	bank	or	other	financial	institution	of	a	check,	draft	or	similar	instrument
drawn	against	insufficient	funds	in	the	ordinary	course	of	business,	if	such	Indebtedness	is	extinguished	within	ten	Business	Days	of	the
incurrence	thereof;
(i)
Indebtedness	of	the	Company	and	its	Subsidiaries	with	respect	to	performance	bonds,	surety	bonds,	appeal	bonds,
guarantees	or	customs	bonds	or	similar	bonds	required	in	the	ordinary	course	of	business	or	in	connection	with	the	enforcement	of	rights
or	claims	of	the	Company	or	any	of	its	Subsidiaries	or	in	connection	with	judgments	that	do	not	result	in	an	Event	of	Default;
(j)


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string_value:
(j)
Indebtedness	owed	to	any	Person	providing	property,	casualty,	liability	or	other	insurance	to	the	Company	or	any	of	its
Subsidiaries,	so	long	as	the	amount	of	such	Indebtedness	is	not	in	excess	of	the	amount	of	the	unpaid	cost	of,	and	shall	be	incurred	only	to
defer	the	cost	of	such	insurance	for	the	period	in	which	such	Indebtedness	is	incurred	and	such	Indebtedness	is	outstanding	only	for	a
period	not	exceeding	twelve	months;
(k)
Indebtedness	of	the	Company	or	any	of	its	Subsidiaries	which	may	be	deemed	to	exist	in	connection	with	agreements
providing	for	indemnification,	severance	arrangements,	purchase	price	adjustments,	earnouts,	stay	bonuses	and	similar	obligations	in
connection	with	the	acquisition	or	disposition	of	assets	or	Acquisitions,	in	each	case	permitted	by	this	Agreement,	so	long	as	any	such
159


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obligations	are	those	of	the	Person	making	the	respective	acquisition	or	sale	or	Acquisition,	and	are	not	guaranteed	by	any	other	Person
except	as	permitted	by	Section	10.04(f);
(l)
Indebtedness	of	the	Company	under	(x)	the	Existing	Convertible	Notes	and	(y)	any	renewal,	extension,	exchange,
replacement	or	refinancing	of	any	Existing	Convertible	Notes	(including	any	new	issuance	of	unsecured	convertible	notes	to	effect	the
foregoing),	
provided
	that	at	the	time	of	such	renewal,	extension,	exchange,	replacement,	refinancing	or	issuance	(i)	no	Default	or	Event	of
Default	exists	or	would	result	therefrom,	(ii)	any	aggregate	net	cash	proceeds	from	any	such	new	issuances	are	promptly	(within	60	days)
applied	to	repay,	redeem	or	satisfy	all	or	a	portion	of	any	then	outstanding	Existing	Convertible	Notes,	(iii)	such	Indebtedness	shall	not
have	any	scheduled	maturity	or	mandatory	redemption,	prepayment,	amortization,	sinking	fund	or	similar	obligation	(other	than	pursuant
to	customary	change	of	control,	fundamental	change,	make-whole	fundamental	change	or	other	similar	event	risk	provisions	and,	for	the
avoidance	of	doubt,	provisions	providing	for	Net	Share	Settlement)	prior	to	the	date	which	is	six	months	after	the	Final	Maturity	Date	in
effect	at	the	time	of	such	renewal,	extension,	exchange,	replacement,	refinancing	or	issuance,	(iv)	the	aggregate	principal	amount	of	such
new	Indebtedness	(or	if	incurred	with	original	issue	discount,	the	sum	of	the	aggregate	issue	price	and	any	accreted	principal	amount)


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string_value:
does	not	exceed	the	aggregate	principal	amount	(or	if	incurred	with	original	issue	discount,	the	aggregate	issue	price	plus	any	accreted
amount)	of	the	Existing	Convertible	Notes	to	be	renewed,	extended,	exchanged,	replaced	or	refinanced	(plus	the	sum	of	(A)	accrued	and
unpaid	interest	thereon,	(B)	any	prepayment	or	exchange	premium,	(C)	customary	premium,	fees	and	expenses	relating	to	such	renewal,
extension,	exchange,	replacement,	refinancing	or	issuance),	and	(D)	any	amount	that	would	be	available	to	be	incurred	as	either	Ratio-
Related	Permitted	Indebtedness	or	Basket-Related	Permitted	Indebtedness	(and	such	amount	utilized	under	this	clause	shall	be	counted	as
either	Ratio-Related	Permitted	Indebtedness	or	Basket-Related	Permitted	Indebtedness,	as	applicable),	and	(v)	the	covenants	and	events
of	default	applicable	to	such	Indebtedness	are	no	more	restrictive,	taken	as	a	whole,	than	the	covenants	and	events	of	default	set	forth	in
this	Agreement	(as	determined	by	the	Company	in	good	faith),	except	for	(x)	provisions	applicable	only	to	periods	after	the	Final	Maturity
Date	in	effect	at	the	time	of	renewal,	extension	or	incurrence	of	such	Indebtedness,	and	(y)	provisions	related	to	any	equity	provisions	of
such	Indebtedness;	
provided
,	that	cash	payments	may	also	be	made	as	part	of	any	exchange	transaction	permitted	under	this	Section
10.04(l)	if	(A)	such	cash	payments	are	in	respect	of	accrued	and	unpaid	interest,	(B)	if	the	Payment	Conditions	are	satisfied	at	the	time	of


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string_value:
such	exchange	or	(C)	amounts	are	available	under	Section	10.08(a)(v)	(it	being	understood	that	any	cash	payments	made	pursuant	to	this
clause	(C)	shall	be	deemed	a	usage	of	the	amounts	available	under	Section	10.08(a)(v));
(m)
Indebtedness	of	the	Company	or	any	of	its	Subsidiaries	for	reimbursement	obligations	relating	to	letters	of	credit
(other	than	Letters	of	Credit,	but	inclusive	of	any	letters	of	credit	that	constitute	Existing	Indebtedness),	bankers’	acceptances,	bank
guarantees,	performance	bonds,	surety	bonds	and	bid	bonds,	so	long	as	the	sum	of	the	aggregate	available	amount	of	all	such	letters	of
credit,	bankers’	acceptances	and	bank	guarantees	(and	any	unreimbursed	drawings	in	respect	thereof)	and	the	then-outstanding	amount
of	performance	bonds,	surety	bonds	and	bid	bonds	does	not	at	any	time	exceed	$
400,000,000
500,000,000
;
(n)
Indebtedness	of	any	Credit	Party	(which	Indebtedness	may	be	(A)	(a)	unsecured	or	(b)	to	the	extent	permitted	below	in
this	clause	(n),	secured	by	a	Lien	on	the	Collateral	(including	any	Permitted	Additional	Secured	Indebtedness	Priority	Collateral	that	will
become	Collateral)	and	(B)	guaranteed	(other	than	in	respect	of	Additional	Convertible	Notes)	on	a	like	basis	by	the	other	Credit	Parties	or
pursuant	to	any	SolarCity	Guarantee),	if	at	the	time	of	issuance	or	incurrence	(i)	no	Default	or	Event	of	Default	then	exists	or	would	result


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string_value:
therefrom,	(ii)	such	Indebtedness	does	not	have	a	scheduled	maturity	earlier	than	six	months	after	the	Final	Maturity	Date	in	effect	at	the
time	of	issuance	or	incurrence	of	such	Indebtedness	(other	than	an	earlier	maturity	date	for	customary	fundamental	change,	make-whole
fundamental	change,	change	of	control	or	other	similar	event	risk	provisions	or	customary	bridge
160


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financings	which,	subject	to	customary	conditions,	would	either	be	automatically	converted	into	or	required	to	be	exchanged	for
permanent	financing	which	does	not	provide	for	a	maturity	date	earlier	than	six	months	after	such	Final	Maturity	Date),	
provided
	that	for
the	avoidance	of	doubt,	any	provision	of	Permitted	Convertible	Notes	providing	for	Net	Share	Settlement	thereof	shall	not	cause	the
Permitted	Convertible	Notes	to	fail	to	satisfy	the	provisions	of	this	clause	(ii),	(iii)	such	Indebtedness	does	not	have	any	mandatory
redemption,	prepayment,	amortization,	sinking	fund	or	similar	obligations	prior	to	such	Final	Maturity	Date	(other	than	pursuant	to	(x)
fundamental	change,	make-whole	fundamental	change,	change	of	control	or	other	similar	event	risk	provisions	and,	in	the	case	of	term
loans	or	senior	notes	that	are	not	convertible	into	Equity	Interests	only,	customary	asset	sale	(or	casualty	or	condemnation	event),
extraordinary	receipts	and/or	(solely	in	the	case	of	term	loans)	excess	cash	flow	offer	or	repayment	provisions	and,	in	the	case	of	any
customary	bridge	financing,	prepayments	of	such	bridge	financing	from	the	issuance	of	equity	or	other	Indebtedness	permitted	hereunder
which	meets	the	requirements	of	this	definition	and	customary	asset	sale	(or	casualty	or	condemnation	event)	repayment	provisions,	and
(y)	in	the	case	of	term	loans,	nominal	amortization	requirements	not	to	exceed	1%	per	annum	of	the	initial	aggregate	principal	amount	of
such	Indebtedness),	
provided
	that	for	the	avoidance	of	doubt,	any	provision	of	Permitted	Convertible	Notes	providing	for	Net	Share


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string_value:
Settlement	thereof	shall	not	cause	the	Permitted	Convertible	Notes	to	fail	to	satisfy	the	provisions	of	this	clause	(iii),	(iv)	the	covenants
and	events	of	default	set	forth	in	the	applicable	Permitted	Additional	Indebtedness	Documents	are	no	more	restrictive,	taken	as	a	whole,
than	the	covenants	and	events	of	default	set	forth	in	this	Agreement	(as	determined	by	the	Company	in	good	faith),	except	for	(x)
provisions	applicable	only	to	periods	after	the	Final	Maturity	Date	in	effect	at	the	time	of	effectiveness	of	the	applicable	Permitted
Additional	Indebtedness	Documents	and	(y)	provisions	related	to	any	equity	provisions	of	such	Indebtedness;	provided	that,	any	such
covenants	and	events	of	default	may	apply	to	the	Company	and	its	subsidiaries	(including	SolarCity	and	its	subsidiaries)	without	causing
such	covenants	and	events	of	default	to	fail	to	satisfy	the	provisions	of	this	clause	(iv);	(v)	to	the	extent	such	Indebtedness	is	subordinated,
the	terms	of	such	Indebtedness	provide	for	customary	payment	or	lien	subordination,	as	applicable,	to	the	Obligations	as	reasonably
determined	by	the	Administrative	Agent	in	good	faith,	(vi)	if	such	Indebtedness	is	secured,	(x)	it	shall	not	be	secured	by	any	assets	or
property	other	than	Collateral	securing	the	Obligations	including	any	assets	or	property	of	the	Credit	Parties	that	are	not	covered	by	the
Security	Documents	on	the	Effective	Date	but	which	will	secure	the	Obligations	from	and	after	the	issuance	of	such	Indebtedness	as
contemplated	by	Section	9.12(e),	(y)	at	the	time	of	the	entering	into	of	any	such	Indebtedness,	an	Intercreditor	Agreement	shall	have	been


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string_value:
entered	into	and	shall	be	in	full	force	and	effect	and	the	Credit	Parties	shall	have	complied	with	their	obligations	under	Section	9.12(e),
and	(z)	the	Intercreditor	Agreement	shall	provide,	inter	alia,	that	the	Collateral	Agent,	for	the	benefit	of	the	Secured	Creditors,	shall	retain
a	First	Priority	Lien	on	the	ABL	Priority	Collateral	and	shall	have	a	Second	Priority	Lien	on	the	Permitted	Additional	Secured	Indebtedness
Priority	Collateral	and	(vii)	such	Indebtedness	shall	either	(x)	at	the	time	of	incurrence	constitute	either	Ratio-Related	Permitted
Indebtedness	or	Basket-Related	Permitted	Indebtedness	or	(y)	be	in	an	aggregate	principal	amount	not	to	exceed	$2,000,000,000,	and
together	with	Indebtedness	incurred	and	outstanding	pursuant	to	Section	10.04(o),	be	in	an	aggregate	principal	amount	not	to	exceed
$
3,000,000,000
4,000,000,000
	
at	any	time	outstanding;	
provided
,	
however
,	the	requirements	of	the	preceding	clause	(vii)	shall	not	apply	to
any	Indebtedness	incurred	or	issued	pursuant	to	this	clause	(n)	if	such	Indebtedness	is	exchanged	for	or	100%	of	the	net	cash	proceeds
therefrom	are	applied	to	repay,	repurchase,	redeem	or	defease	any	then	outstanding	Ratio-Related	Permitted	Indebtedness	substantially
simultaneously	with	(or	if	such	Ratio-Related	Permitted	Indebtedness	requires	notice	or	other	waiting	periods	to	effectuate	its	repayment,
repurchase,	redemption	or	defeasance,	then	as	promptly	as	practical	after)	the	incurrence	or	issuance	of	such	Indebtedness	(all	unsecured


key: chroma:document
string_value:
Indebtedness	incurred	or	issued	under	this	clause	(n)	is	referred	to	as	“
Permitted	Additional	Unsecured	Indebtedness
”	and	all	secured
Indebtedness	incurred	or	issued	under	this	clause	(n)	is	referred	to	as	“
Permitted	Additional	Secured	Indebtedness
”);
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string_value:
(o)
if	no	Default	or	Event	of	Default	then	exists	or	would	result	therefrom,	additional	Indebtedness	incurred	by	any
Subsidiary	that	is	not	a	Credit	Party	(or	existing	at	the	time	such	Person	becomes	a	Subsidiary	that	is	not	a	Credit	Party	pursuant	to	an
Acquisition	(or	Indebtedness	assumed	by	a	Subsidiary	that	is	not	a	Credit	Party	at	the	time	of	an	Acquisition	in	respect	of	an	asset
securing	such	Indebtedness)	so	long	as	such	Indebtedness	was	not	incurred	in	connection	with,	or	in	anticipation	or	contemplation	of,
such	Acquisition),	which	Indebtedness	may	be	(A)	unsecured	or	secured	and	(B)	guaranteed	(x)	on	a	like	basis	by	any	other	Subsidiaries
that	are	not	Credit	Parties	or	(y)	on	an	unsecured	basis	by	any	U.S.	Borrower	pursuant	to	Section	10.04(f)(i))	in	an	aggregate	principal
amount,	together	with	Indebtedness	incurred	and	outstanding	pursuant	to	Section	10.04(n)(vii)(y),	not	to	exceed
$
3,000,000,000
4,000,000,000
	
at	any	time	outstanding;	
provided
	that	if	such	Indebtedness	is	secured	it	shall	only	be	secured	by	assets	or
property	of	Subsidiaries	that	are	not	Credit	Parties	(all	Indebtedness	incurred	or	issued	under	this	clause	(o)	is	referred	to	as	“
Permitted
Non-Credit	Party	Indebtedness
”);
(p)
Indebtedness	of	the	Company	and	its	Subsidiaries	evidenced	by	Capitalized	Lease	Obligations	(including	the	financing
of	such	related	installation,	maintenance	or	software	licensing	charges)	and	purchase	money	Indebtedness	(including	the	financing	of	such


key: chroma:document
string_value:
related	installation,	maintenance	or	software	licensing	charges)	secured	by	Liens	described	in	Sections	10.01(f)	and	(g)	and	any
subsequent	extension,	renewal,	replacement	or	refinancing	thereof	as	permitted	by	such	Sections	10.01(f)	and	(g);	
provided
	that	the
applicable	Capitalized	Lease	Obligation	is	in	respect	of	Equipment	or	such	Indebtedness	is	incurred	to	pay	all	or	a	portion	of	the	purchase
price	of	Equipment;	
provided
	
further
	that	in	no	event	shall	the	sum	of	the	aggregate	principal	amount	of	all	Indebtedness	permitted	by
this	clause	(p)	exceed	$750,000,000	at	any	time	outstanding;
(q)
Indebtedness	of	any	Credit	Party	in	the	nature	of	revolving	loans	(which	Indebtedness	may	be	(A)	(1)	unsecured	or	(2)
to	the	extent	permitted	below	in	this	clause	(q),	secured	by	a	Lien	on	the	Collateral	(including	any	Permitted	Additional	Secured
Indebtedness	Priority	Collateral	that	will	become	Collateral)	and	(B)	guaranteed	on	a	like	basis	by	the	other	Credit	Parties);	
provided
	that
(i)	no	Default	or	Event	of	Default	then	exists	or	would	result	therefrom,	(ii)	the	commitments	thereunder	do	not	terminate	earlier	than	six
months	after	the	Final	Maturity	Date	in	effect	at	the	time	of	incurrence	of	such	Indebtedness,	(iii)	the	covenants	and	events	of	default	set
forth	in	the	applicable	Cash	Flow	Revolving	Documents	are	no	more	restrictive,	taken	as	a	whole,	than	the	covenants	and	events	of	default
set	forth	in	this	Agreement	(as	determined	by	the	Company	in	good	faith),	except	for	provisions	applicable	only	to	periods	after	the	Final


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string_value:
Maturity	Date	in	effect	at	the	time	of	effectiveness	of	the	applicable	Cash	Flow	Revolving	Documents,	(iv)	if	such	Indebtedness	is	secured
(x)	it	shall	not	be	secured	by	any	assets	or	property	other	than	Collateral	securing	the	Obligations	(including	any	assets	or	property	of	the
Credit	Parties	that	are	not	covered	by	the	Security	Documents	on	the	Effective	Date	but	which	will	secure	the	Obligations	from	and	after
the	issuance	of	such	Indebtedness	as	contemplated	by	Section	9.12(e)),	(y)	at	the	time	of	the	entering	into	of	any	such	Indebtedness,	an
Intercreditor	Agreement	shall	have	been	entered	into	and	shall	be	in	full	force	and	effect	and	the	Credit	Parties	shall	have	complied	with
their	obligations	under	Section	9.12(e),	and	(z)	the	Intercreditor	Agreement	shall	provide,	inter	alia,	that	the	Collateral	Agent,	for	the
benefit	of	the	Secured	Creditors,	shall	retain	a	First	Priority	Lien	on	the	ABL	Priority	Collateral	and	shall	have	a	Second	Priority	Lien	on
the	Permitted	Additional	Secured	Indebtedness	Priority	Collateral,	(v)	the	initial	Cash	Flow	Revolving	Documents	in	respect	of	the
Indebtedness	permitted	by	this	clause	(q)	are	entered	into	(and	the	revolving	commitments	in	respect	of	the	Indebtedness	permitted	by
this	clause	(q)	become	effective)	no	later	than	the	first	anniversary	of	the	Effective	Date,	(vi)	the	aggregate	principal	amount	of	all
Indebtedness	incurred	and	outstanding	under	this	clause	(q)	does	not	exceed	$250,000,000	at	any	time	and	(vii)	prior	to	the	incurrence	or


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string_value:
issuance	of	such	Indebtedness,	the	Company	shall	have	delivered	to	the	Administrative	Agent	a	certificate	of	an	Authorized	Officer	of	the
Company	certifying	as	to	compliance	with	the	requirements	of	the	preceding	clauses	(i)	through	(vi)	(all	Indebtedness	incurred	or	issued
under	this	clause	(q)	is	referred	to	as	“
Cash	Flow	Revolving	Indebtedness
”);
162


key: chroma:document
string_value:
(r)
Indebtedness	of	
the	Company	or	
any	
of	its	
Subsidiar
ies
y
	
(other	than	any	Credit	Party)
	
secured	by	a	Lien	on		Energy
Storage	Assets,	including	an	Energy	Storage	Working	Capital	Facility;	
provided
	that	such	Indebtedness	shall	not	be	secured	by	any	assets
other	than	Energy	Storage	Assets	and	other	related	assets,	such	as	chattel	paper	and	payment	intangibles,	that	in	the	reasonable	opinion
of	the	Company	are	customary	for	financing	transactions	related	to	such	assets;
(s)
Indebtedness	of	Securitization	Subsidiaries	in	respect	of	Permitted	Securitization	Facilities	and	any	indemnity	in
respect	thereof	described	in	clause	(b)	of	the	definition	of	Permitted	Securitization	Facilities;
(t)
Indebtedness	arising	under	a	declaration	of	joint	and	several	liability	in	respect	of	the	Borrowers	and/or	Guarantors
used	for	the	purpose	of	section	2:403	of	the	Dutch	Civil	Code	(and	any	residual	liability	under	such	declaration	arising	pursuant	to	section
2:402(2)	of	the	Dutch	Civil	Code);
(u)
Indebtedness	consisting	of	the	accretion	of	original	issue	discount	with	respect	to	Additional	Convertible	Notes;
(v)
Indebtedness	of	Tesla	B.V.	or	any	
Foreign
	
Subsidiary	
that	is	not	a	Credit	Party
of	the	Company
	
secured	by	assets	of
Tesla	B.V.	or	such	
Foreign
	
Subsidiary	that	are	not	included	in	the	Dutch	Borrowing	Base	
or	the	UK	Borrowing	Base
	
and	are	in-transit	
(i)


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string_value:
and	are	in-transit	
(i)
for	delivery	to	a	Subsidiary	that	is	not	a	Credit	Party,	which	Subsidiary	shall	take	ownership	of	such	assets	no	later	than	upon	delivery
thereof	
or	(ii)	from	a	Manufacturing	Facility	not	located	in	a	Specified	Jurisdiction
	(such	assets,	the	“
Specified	Tesla	
B.V.
In-Transit
Assets
”);	
provided
	that
	there	shall	be	no	recourse	to	Tesla	B.V.	in	respect	of
,	(i)	collateral	securing
	
such	Indebtedness	
other	than	with
respect	to	the	Specified	Tesla	B.V.	Assets;
shall	be	limited	to	Specified	Tesla	In-Transit	Assets	and	(ii)	the	Administrative	Agent	shall	have
received	prior	written	notice	from	the	Company	of	the	incurrence	of	Indebtedness	under	this	clause	(v),	together	with	the	documentation
governing	such	Indebtedness;
(w)
Indebtedness	of	the	Company	and	its	Subsidiaries	having	an	aggregate	principal	amount	that	does	not	at	any	time
exceed	the	greater	of	(x)	$100,000,000	and	(y)	1%	of	the	Consolidated	Total	Assets;	
provided
	that	the	outstanding	principal	amount	of
Indebtedness	incurred	under	any	one	facility	pursuant	to	this	clause	(w)	shall	not	exceed	$100,000,000	at	any	time	outstanding;
(x)
Indebtedness	of	a	Tesla	Finance	Subsidiary	secured	by	a	Lien	on	Rental	Account	Assets;	
provided
	that	(i)	such
Indebtedness	shall	not	be	secured	by	any	assets	other	than	Rental	Account	Assets	and	other	related	assets,	such	as	
the	related	Vehicles,


key: chroma:document
string_value:
the	related	Vehicles,
chattel	paper	and	payment	intangibles,	that	in	the	reasonable	opinion	of	the	Company	are	customary	for	financing	transactions	related	to
such	assets,	(ii)	no	portion	of	such	Indebtedness	shall	be	guaranteed	by	the	Company	or	any	of	its	Subsidiaries	(other	than	a	Tesla	Finance
Subsidiary),	(iii)	there	shall	be	no	recourse	
to,
	
or	obligation	
to
of	(whether	direct,	by	guarantee	or	otherwise),
	the	Company	or	any	of	its
Subsidiaries	(other	than	a	Tesla	Finance	Subsidiary)	whatsoever	and	(iv)	none	of	the	Company	nor	any	of	its	Subsidiaries	(other	than	a
Tesla	Finance	Subsidiary)	shall	have	provided,	either	directly	or	indirectly,	any	other	credit	support	of	any	kind	in	connection	with	such
Indebtedness	(other	than	a	pledge	of	the	Equity	Interests	of	a	Tesla	Finance	Subsidiary);
(y)
unsecured	Indebtedness	of	the	Company	and	its	Subsidiaries	that	does	not	at	any	time	exceed	$125,000,000	in
aggregate	principal	amount;	
provided
	that	the	net	cash	proceeds	of	any	Indebtedness	incurred	pursuant	to	this	Section	10.04(y)	may	not
be	deposited	or	maintained	in	any	Core	Deposit	Account;
	and
163


key: chroma:document
string_value:
(z)
Indebtedness	of	the	Company	or	any	of	its	Subsidiaries	secured	by	a	Lien	on	Used	Motor	Vehicles	and	related	assets;
provided
,	that	such	Indebtedness	shall	not	be	secured	by	any	assets	other	than	Used	Motor	Vehicles	and	other	related	assets,	such	as
proceeds	therefrom	and	documents	of	title	in	respect	thereof,	that	in	the	reasonable	opinion	of	the	Company	are	customary	for	financing
transactions	related	to	such	assets;	provided	further	that	the	aggregate	principal	amount	of	Indebtedness	outstanding	at	any	time
pursuant	to	this	clause	(z)	shall	not	exceed	$300,000,000
.
;
(aa)
Indebtedness	of	the	Company	or	any	Subsidiary	incurred	to	provide	all	or	a	portion	of,	or	to	reimburse	the	Company
or	any	Subsidiary	for	expenditures	relating	to,	the	cost	of	construction,	repair	or	improvement	of	any	Manufacturing	Facility,	including	a
long-term	financing	of	any	Manufacturing	Facility;	provided	that	if	such	Indebtedness	is	recourse	to,	or	an	obligation	of	(whether	direct,
by	guarantee	or	otherwise),	any	Credit	Party,	it	shall	not	(i)	mature	earlier	than	91	days	after	the	Final	Maturity	Date	in	effect	at	the	time
of	incurrence	thereof	(or,	if	later,	91	days	after	the	Final	Maturity	Date	in	effect	at	the	time	of	any	guarantee	by,	or	recourse	granted	by,
any	Credit	Party	in	respect	thereof),	(ii)	have	any	scheduled	maturity	or	mandatory	redemption,	prepayment,	amortization,	sinking	fund	or
similar	obligation	(other	than	pursuant	to	customary	due	on	sale,	change	of	control,	fundamental	change,	make-whole	fundamental	change


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string_value:
or	other	similar	event	risk	provisions)	prior	to	the	date	which	is	91	days	after	the	Final	Maturity	Date	in	effect	at	the	time	of	incurrence	of
such	Indebtedness	(or,	if	later,	91	days	after	the	Final	Maturity	Date	in	effect	at	the	time	of	any	guarantee	by,	or	recourse	granted	by,	any
Credit	Party	in	respect	thereof)	or	(iii)	be	secured	by	any	assets	of	any	Credit	Party	other	than	the	Manufacturing	Facility	and	related
assets;	and
(bb)
Indebtedness	of	any	Subsidiary	(other	than	a	Credit	Party)	secured	by	a	Lien	on	Charging	Assets,	including	a
Charging	Working	Capital	Facility;	provided	that	such	Indebtedness	shall	not	be	secured	by	any	assets	other	than	Charging	Assets	and
other	related	assets,	such	as	chattel	paper	and	payment	intangibles,	that	in	the	reasonable	opinion	of	the	Company	are	customary	for
financing	transactions	related	to	such	assets;	provided	further	that	if	such	Indebtedness	is	recourse	to,	or	an	obligation	of	(whether	direct,
by	guarantee	or	otherwise),	any	Credit	Party,	it	shall	not	(i)	mature	earlier	than	91	days	after	the	Final	Maturity	Date	in	effect	at	the	time
of	incurrence	thereof	(or,	if	later,	91	days	after	the	Final	Maturity	Date	in	effect	at	the	time	of	any	guarantee	by,	or	recourse	granted	by,
any	Credit	Party	in	respect	thereof),	(ii)	have	any	scheduled	maturity	or	mandatory	redemption,	prepayment,	amortization,	sinking	fund	or
similar	obligation	(other	than	pursuant	to	customary	change	of	control,	fundamental	change,	make-whole	fundamental	change	or	other


key: chroma:document
string_value:
similar	event	risk	provisions)	prior	to	the	date	which	is	91	days	after	the	Final	Maturity	Date	in	effect	at	the	time	of	incurrence	of	such
Indebtedness	(or,	if	later,	91	days	after	the	Final	Maturity	Date	in	effect	at	the	time	of	any	guarantee	by,	or	recourse	granted	by,	any
Credit	Party	in	respect	thereof)	or	(iii)	be	secured	by	any	assets	of	any	Credit	Party.
10.05.
[Reserved]
.		
10.06.
Transactions	with	Affiliates
.		The	Company	will	not,	and	will	not	permit	any	of	its	Subsidiaries	to,	enter	into	any
transaction	or	series	of	related	transactions	with	any	Affiliate	of	the	Company	or	any	of	its	Subsidiaries,	other	than	on	terms	and
conditions	at	least	as	favorable	in	all	material	respects	to	the	Company	or	such	Subsidiary	as	would	reasonably	be	obtained	by	the
Company	or	such	Subsidiary	at	that	time	in	a	comparable	arm’s-length	transaction	with	a	Person	other	than	an	Affiliate,	except	that	the
following	in	any	event	shall	be	permitted:
(a)
Dividends	may	be	paid	to	the	extent	provided	in	Section	10.03;
(b)
loans	may	be	made	and	other	transactions	may	be	entered	into	by	the	Company	and	its	Subsidiaries	to	the	extent
expressly	permitted	by	Sections	10.02,	10.03,	10.04	and	10.10;
164


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string_value:
(c)
customary	fees,	indemnities	and	reimbursements	may	be	paid	to	directors	of	the	Company	and	its	Subsidiaries;
(d)
the	Company	may	issue	Permitted	Company	Stock;
(e)
the	Company	and	its	Subsidiaries	may	enter	into,	and	may	make	payments	under,	employment	agreements,	change	of
control	severance	agreements,	employee	benefits	plans,	stock	option	plans,	indemnification	provisions	and	other	similar	compensatory
arrangements	(including	for	the	reimbursement	of	expenses)	with	officers,	employees	and	directors	of	the	Company	and	its	Subsidiaries	in
the	ordinary	course	of	business	or	otherwise	approved	by	the	Company’s	board	of	directors	or	shareholders;
(f)
the	Company	and	its	Subsidiaries	may	pay	management	fees,	service	fees,	licensing	fees	and	similar	fees	to	one
another	in	the	ordinary	course	of	business	(or,	in	the	case	of	pricing,	as	otherwise	determined	by	the	Company	and	its	Subsidiaries	in	their
respective	reasonable	business	judgment);
(g)
transactions	solely	
between	or
	
among	the	Company	and	its	Subsidiaries	(including,	for	purposes	of	this	Section
10.06(g),	SolarCity	and	its	Subsidiaries	if	and	for	so	long	as	SolarCity	is	a	Subsidiary	(as	such	term	is	defined	herein	without	giving	effect
to	the	proviso	in	the	first	sentence	of	such	definition))	
either	
(i)	in	the	ordinary	course	of	business
	or
,
	
(ii)	
in	connection	with	any
refinancing	of	the	SolarCity	Convertible	Notes	with	Indebtedness	incurred	in	accordance	with	this	Agreement	by	the	Company	or	its


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string_value:
Subsidiaries	and,	in	each	case,	otherwise	not	prohibited	by	the	terms	of	the	Credit	Documents;	and
as	are	customary	in	establishing	new
lines	of	business	or	(iii)	for	which	the	consideration	for	such	transaction	(or	series	of	related	transactions)	is	no	greater	than	the	greater	of
$50,000,000	or	1%	of	Consolidated	Total	Assets;
(h)
(i)	the	provision	of	common	stock	by	the	Company	to	SolarCity	to	settle	conversions	of	convertible	notes	issued	by
SolarCity	and	(ii)	entry	by	the	Company	and/or	any	of	its	Subsidiaries	into,	and	performance	by	the	Company	and/or	any	of	its	Subsidiaries
under,	any	definitive	agreement	relating	to	any	acquisition	by	the	Company	and/or	any	of	its	Subsidiaries	of	all	or	a	majority	of	the	Equity
Interests	or	assets	of	SolarCity	and	its	Subsidiaries	and	any	transactions	consummated	in	connection	therewith,	in	each	case	on	terms	fair
and	reasonable	to	the	Company	and/or	its	Subsidiaries	(as	determined	in	good	faith	by	the	Company)	and	otherwise	not	prohibited	by	the
terms	of	the	Credit	Documents;	
provided
	that	any	such	acquisition	in	which	the	only	consideration	paid	for	Equity	Interests	or	assets	of
SolarCity	and	its	Subsidiaries	(other	than	cash	paid	for	fractional	shares	and	other	customary	exceptions)	consists	of	Equity	Interests	of
the	Company	shall	be	deemed	to	be	on	terms	fair	and	reasonable	to	the	Company	and/or	its	Subsidiaries
.
;
(i)
the	Company	or	any	Subsidiary	may	make	capital	contributions	in	cash	to	any	of	its	Subsidiaries;	provided,	that	no
Event	of	Default	has	occurred	and	is	continuing;	and
(j)


key: chroma:document
string_value:
(j)
transactions	solely	between	or	among	Subsidiaries	that	are	not	Credit	Parties.
10.07.
Fixed	Charge	Coverage	Ratio
.		During	each	Compliance	Period,	the	Company	shall	not	permit	(i)	the	Fixed	Charge
Coverage	Ratio	for	the	last	Test	Period	ended	prior	to	the	beginning	of	such	Compliance	Period	for	which	financial	statements	are
available	to	be	less	than	1.00:1.00,	(ii)	the	Fixed	Charge	Coverage	Ratio	for	any	Test	Period	for	which	financial	statements	first	become
available	during	such	Compliance	Period	to	be	less	than	1.00:1.00	or	(iii)	the	Fixed	Charge	Coverage	Ratio	for	any	Test	Period	ending
during	such	Compliance	Period	to	be	less	than	1.00:1.00.		Within	three	Business	Days	after	the	beginning	of	a	Compliance	Period,	the
Company	shall	provide	to	the	Administrative	Agent	a	compliance	certificate	calculating	the	Fixed	Charge	Coverage	Ratio	for	the	Test
Period	for	which
165


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string_value:
financial	statements	are	required	to	be	delivered	ended	immediately	prior	to	the	beginning	of	such	Compliance	Period	based	on	the	most
recent	financial	statements	required	to	be	delivered	pursuant	to	Section	9.01(a)	or	(b),	as	applicable.
10.08.
Modifications	of	Certain	Agreements;	Limitations	on	Voluntary	Payments,	etc
.
.		
		The	Company	will	not,	and	will	not
permit	any	of	its	Subsidiaries	to:
(a)
make,	with	respect	to	any	Permitted	Convertible	Note,	SolarCity	Convertible	Note	or	other	Permitted	Additional
Indebtedness,	(x)	any	voluntary	or	optional	payment	or	prepayment	on	or	any	voluntary	or	optional	redemption,	repurchase	or	acquisition
for	value	of,	or	(y)	any	prepayment	or	redemption	as	a	result	of	any	change	of	control	or	similar	event,	asset	sale,	insurance	or
condemnation	event,	debt	issuance,	equity	issuance,	capital	contribution	or	similar	required	“repurchase”	event	of	(including	by	way	of
depositing	with	the	trustee	with	respect	thereto	or	any	other	Person	money	or	securities	before	due	for	the	purpose	of	paying	when	due);
provided
,	
however
:
(i)
the	Company	may	(and	may	permit	its	Subsidiaries	to)	make	any	payment	or	prepayment	on,	or	redemption
or	repurchase	or	acquisition	for	value	of,	(A)	any	Existing	Convertible	Notes	in	accordance	with	the	terms	of	related	Permitted
Convertible	Notes	Indentures,	(B)	any	Additional	Convertible	Notes	upon	any	conversion	thereof	by	the	holders	of	such
Additional	Convertible	Notes,	including	any	Net	Share	Settlement,	(C)	any	Permitted	Convertible	Notes	or	SolarCity


key: chroma:document
string_value:
Convertible	Notes	through	the	exercise	of	any	call	option	in	respect	thereof	that	is	settled	in	Permitted	Company	Stock	or,	in
respect	of	any	fractional	shares	to	be	issued,	in	cash	and	(D)	with	respect	to	any	payment,	prepayment,	redemption,	repurchase
or	acquisition	for	value	described	in	clause	(a)(y)	above	(other	than	any	such	payments,	prepayments,	redemptions,	repurchases
or	acquisitions	for	value	governed	by	Section	10.08(a)(ii)),	any	Permitted	Convertible	Note	or	Permitted	Additional
Indebtedness,	as	and	to	the	extent	required	by	the	terms	of	the	Permitted	Convertible	Notes	Documents	or	Permitted	Additional
Indebtedness	Documents,	as	applicable,	or	any	SolarCity	Convertible	Notes	as	and	to	the	extent	required	by	the	terms	of	the
SolarCity	Convertible	Notes	Documents;
(ii)
	subject	to	the	terms	of	the	Intercreditor	Agreement,	the	Company	may	(and	may	permit	its	Subsidiaries	to),
in	respect	of	excess	cash	flow	and	extraordinary	receipts	and	sale	or	insurance	proceeds	of	Permitted	Additional	Secured
Indebtedness	Priority	Collateral,	make	any	payment	or	prepayment	on,	or	redemption	or	repurchase	or	acquisition	for	value	of
Permitted	Additional	Secured	Indebtedness	with	such	amounts	and	proceeds,	in	each	case,	as	and	to	the	extent	required	by	the
terms	of	the	Permitted	Additional	Secured	Indebtedness	Documents;
(iii)
the	applicable	Credit	Party	may	(and	may	permit	its	Subsidiaries	to)	make	payments	or	prepayments	on,	or
redemptions	or	acquisitions	for	value	of,	any	Permitted	Convertible	Notes,	SolarCity	Convertible	Notes	or	Permitted	Additional


key: chroma:document
string_value:
Indebtedness	(v)	to	the	extent	made	with	Permitted	Company	Stock	(whether	pursuant	to	any	conversion	thereof	or	otherwise),
(w)	to	the	extent	made	with	the	net	cash	proceeds	from	the	incurrence	or	issuance	of	any	Additional	Convertible	Notes	or
Permitted	Additional	Indebtedness	if	at	the	time	of	issuance	or	incurrence	thereof	no	Default	or	Event	of	Default	then	exists	or
would	result	therefrom,	(x)	to	the	extent	constituting	an	exchange	of	such	Permitted	Convertible	Notes,	SolarCity	Convertible
Notes	or	Permitted	Additional	Indebtedness	(together	with	any	accrued	and	unpaid	interest	thereon)	for	other	Additional
Convertible	Notes	or	Permitted	Additional	Indebtedness	if	at	the	time	of	such	exchange	no	Default	or	Event	of	Default	then
exists	or	would	result	therefrom,	(y)	to	the	extent	made	with	any	combination	of	the	consideration	in	clauses	(v),	(w)	and	(x),	or
(z)	at	the	time	thereof,	the	Payment	Conditions	are	satisfied	both	before	and	after	giving	effect	to	such	payment,	prepayment,
redemption	or	acquisition	for	value;
166


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(iv)
the	applicable	Subsidiary	may	(and	may	permit	its	Subsidiaries	to)	make	payments	or	prepayments	on,	or
redemptions	or	acquisitions	for	value	of,	any	Permitted	Non-Credit	Party	Indebtedness	(x)	to	the	extent	made	solely	with
Permitted	Company	Stock	(whether	pursuant	to	any	conversion	thereof	or	otherwise),	(y)	to	the	extent	made	with	the	net	cash
proceeds	from	the	incurrence	or	issuance	of,	or	in	exchange	for,	any	Permitted	Non-Credit	Party	Indebtedness	if	
no	Default	or
Event	of	Default	then	exists	or	would	result	therefrom	
or	(z)	if	the	Payment	Conditions	are	satisfied	both	before	and	after	giving
effect	to	such	payment,	prepayment,	redemption,	repurchase	or	acquisition	for	value;	provided	that	the	applicable	Subsidiary
may	make	any	such	payment,	prepayment,	redemption,	repurchase	or	acquisition	for	value	within	60	days	after	sending	any
notice	of	such	payment,	prepayment,	redemption,	repurchase	or	acquisition	if,	on	such	notice	date,	the	Payment	Conditions
were	satisfied;	and
(iv)
[reserved];	and
(v)
if	no	Default	or	Event	of	Default	then	exists	or	would	result	therefrom,	the	Company	may	(and	may	permit
its	Subsidiaries	to)	make	any	payment	or	prepayment	on,	or	redemption	or	repurchase	or	acquisition	for	value	of,	any	Permitted
Convertible	Notes,	SolarCity	Convertible	Notes	or	Permitted	Additional	Indebtedness	in	an	aggregate	amount	not	to	exceed,
together	with	Dividends	paid	or	made	pursuant	to	Section	10.03(o),	$
50,000,000
150,000,000
;
(b)
amend,	modify,	change	or	waive	any	term	or	provision	of	any	Permitted	Convertible	Notes	Document	in	a	manner


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string_value:
which	is	either	adverse	to	the	interests	of	the	Lenders	in	any	material	respect	or	would	be	in	a	form	that	would	not	otherwise	have	been
permitted	to	be	entered	into	or	incurred	at	the	time	of	original	incurrence	in	accordance	with	Section	10.04(l)(y)	or	Section	10.04(n)	(as
reasonably	determined,	in	each	case,	by	the	Company);
(c)
amend,	modify,	change	or	waive	any	term	or	provision	of	any	Permitted	Additional	Indebtedness	Document	to	the
extent	that	the	Permitted	Additional	Indebtedness	Document	in	the	amended,	modified	or	changed	form	would	not	be	able	to	be	entered
into	(or	the	related	Indebtedness	incurred)	at	such	time	in	accordance	with	Sections	10.01(s)	and	10.04(n)	or,	in	the	case	of	any	Permitted
Additional	Secured	Indebtedness	Document,	also	to	the	extent	not	permitted	at	such	time	in	accordance	with	the	terms	of	the
Intercreditor	Agreement;	or
(d)
amend,	modify,	change	or	waive	any	term	or	provision	of	the	Tax	Sharing	Agreement	in	a	manner	which	is	adverse	to
the	interests	of	the	Lenders	in	any	material	respect	(as	reasonably	determined	by	the	Company	in	consultation	with	the	Administrative
Agent).
For	the	avoidance	of	doubt,	this	Section	10.08	shall	not	restrict	any	conversion	of	any	Permitted	Convertible	Note	in	accordance	with	its
terms	or	any	Net	Share	Settlement	in	connection	therewith.
10.09.
Limitation	on	Certain	Restrictions	on	Subsidiaries
.		The	Company	will	not,	and	will	not	permit	any	of	its
Subsidiaries	to,	directly	or	indirectly,	create	or	otherwise	cause	or	suffer	to	exist	or	become	effective	any	encumbrance	or	restriction	on


key: chroma:document
string_value:
the	ability	of	any	such	Subsidiary	to	(a)	pay	dividends	or	make	any	other	distributions	on	its	capital	stock	or	any	other	Equity	Interest
owned	by	the	Company	or	any	of	its	Subsidiaries,	or	pay	any	Indebtedness	owed	to	the	Company	or	any	of	its	Subsidiaries,	(b)	make	loans
or	advances	to	the	Company	or	any	of	its	Subsidiaries	or	(c)	transfer	any	of	its	properties	or	assets	to	the	Company	or	any	of	its
Subsidiaries,	except	for	such	encumbrances	or	restrictions	existing	under	or	by	reason	of	(i)	applicable	law,	(ii)	this	Agreement	and	the
other	Credit	Documents,	(iii)	the	Permitted	Convertible	Notes	Indentures	and	the	other	Permitted	Convertible	Notes	Documents,	(iv)	the
Permitted	Additional	Indebtedness	Documents,	(v)	customary	provisions	restricting	subletting	or	assignment	of	any	lease	governing	any
leasehold	interest	of	the	Company	or	any	of	its
167


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string_value:
Subsidiaries,	(vi)	customary	provisions	restricting	assignment	of	any	licensing	agreement	(in	which	the	Company	or	any	of	its	Subsidiaries
is	the	licensee)	or	any	other	contract	entered	into	by	the	Company	or	any	of	its	Subsidiaries	in	the	ordinary	course	of	business,	(vii)
restrictions	on	the	transfer	of	any	asset	pending	the	close	of	the	sale	of	such	asset,	(viii)	restrictions	on	the	transfer	of	any	asset	subject	to
a	Lien	permitted	by	Section	10.01(c),	(e),	(f),	(g),	(j),	(l),	(m),	(n),	(r),	(t),	(u),	(v),	(w),	(x),	(y),	(bb),	(dd),	(ee),	(ff)
	or
,
	
(gg)
	or	(hh)
,	(ix)	any
agreement	or	instrument	governing	Indebtedness	(A)	permitted	pursuant	to	Section	10.04(b)	(other	than	Intercompany	Debt),	
provided
that,	any	restrictions	contained	in	any	agreement	governing	any	renewal,	extension,	replacement	or	refinancing	of	any	Existing
Indebtedness	are	not	more	restrictive	in	any	material	respect	than	the	restrictions	contained	in	the	Existing	Indebtedness	to	be	renewed,
extended,	replaced	or	refinanced	(as	reasonably	determined	by	the	Company	in	good	faith),	(B)	incurred	pursuant	to	Section	10.04(d),
10.04(p),	10.04(r),	10.04(s),	10.04	(x)
	or
,
	
10.04(z
),	10.04(aa),	or	10.04(bb
);	
provided
	that	any	such	restriction	contained	therein	relates


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string_value:
that	any	such	restriction	contained	therein	relates
only	to	the	assets	financed	thereby	(or,	in	the	case	of	Section	10.04(r),	10.04	(x)
	
or
,
	
10.04(z)
,
	
or	10.04	(bb)
	
securing	such	Indebtedness),
(C)	incurred	pursuant	to	Section	10.04(o),	which	restriction	is	only	applicable	to	the	transfers	of	assets	(other	than	cash)	or	to	the	transfer
of	all	or	substantially	all	assets	(or	other	similar	fundamental	change	covenant)	of	the	Person	that	has	incurred	the	subject	Indebtedness
or	(D)	incurred	or	otherwise	permitted	pursuant	to	Section	10.04(g),	which	encumbrance	or	restriction,	in	the	case	of	this	clause	(D),	is
not	applicable	to	any	Person	or	the	properties	or	assets	of	any	Person,	other	than	the	Person	or	the	properties	or	assets	of	the	Person
acquired	pursuant	to	the	respective	Acquisition	and	so	long	as	the	respective	encumbrances	or	restrictions	were	not	created	(or	made
more	restrictive	(as	reasonably	determined	by	the	Company	in	good	faith))	in	connection	with	or	in	anticipation	of	the	respective
Acquisition,	(x)	restrictions	applicable	to	any	joint	venture	that	is	a	Non-Wholly-Owned	Subsidiary	of	the	Company	as	a	result	of	an
Investment	not	prohibited	by	this	Agreement;	
provided
	that	the	restrictions	applicable	to	such	joint	venture	are	not	made	more
burdensome	(as	reasonably	determined	by	the	Company	in	good	faith),	from	the	perspective	of	the	Company	and	its	Subsidiaries,	than
those	as	in	effect	immediately	before	giving	effect	to	the	consummation	of	the	respective	Investment	(but	solely	to	the	extent	any	are	in


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string_value:
effect	at	such	time),	(xi)	encumbrances	or	restrictions	on	cash	or	other	deposits	or	net	worth	imposed	by	customers	under	agreements
entered	into	in	the	ordinary	course	of	business,	(xii)	customary	net	worth	or	similar	financial	maintenance	provisions	contained	in	real
property	leases	entered	into	by	any	Subsidiary,	(xiii)	arrangements	with	any	Governmental	Authority	imposed	on	any	Foreign	Subsidiary
in	connection	with	governmental	grants,	financial	aid,	tax	holidays	or	similar	benefits,	and	(xiv)	restrictions	contained	in	the	operative
documents	of	a	Tesla	Lease	Finance	Subsidiary	that	are	customary	restrictions	for	a	non-wholly	owned	subsidiary.
10.10.
Limitations	on	Certain	Issuances	of	Equity	Interests
.	The	Company	will	not,	and	will	not	permit	any	of	its
Subsidiaries	to,	issue	(i)	any	Preferred	Equity	or	(ii)	any	redeemable	common	stock	or	other	redeemable	common	Equity	Interests,	(A)	in
each	case	for	clauses	(i)	and	(ii)	other	than	(x)	common	stock	or	other	redeemable	common	Equity	Interests	that	is	or	are	redeemable	at
the	sole	option	of	the	Company	or	such	Subsidiary,	as	the	case	may	be,	unless	the	purchase	thereof	is	otherwise	expressly	permitted	under
Section	10.03,	and	(y)	Qualified	Preferred	Stock	of	the	Company	and	(B)	for	avoidance	of	doubt,	this	Section	10.10	shall	not	prohibit
issuances	of	Equity	Interests	in	a	Tesla	Lease	Finance	Subsidiary	issued	in	connection	with	a	tax	equity	financing	which	has	provisions


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string_value:
related	to	the	payment	of	dividends	and	the	distribution	of	assets	upon	any	voluntary	or	involuntary	liquidation,	dissolution	or	winding	up
that	are	customary	for	similar	tax	equity	financings.
10.11.
No	Additional	Accounts,	etc
.		The	Company	will	not,	and	will	not	permit	any	other	Credit	Party	to,	directly	or
indirectly,	open,	maintain	or	otherwise	have	any	checking,	savings,	deposit,	securities	or	other	accounts	at	any	bank	or	other	financial
institution	where	cash	or	Cash	Equivalents	are	or	may	be	deposited	or	maintained	with	any	Person,	other	than	(a)	the	Core	Deposit
Accounts	set	forth	on	Part	A	of	Schedule	10.11	to	the	Disclosure	Letter,	(b)	the	DB	Accounts,	(c)	the	Controlled	Securities	Accounts	set
forth	on	Part	B	of	Schedule	10.11	to	the	Disclosure	Letter	and	(d)	the	Excluded	Accounts;
168


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provided
	that,	in	any	event,	any	such	Credit	Party	may	open	a	new	Core	Deposit	Account	not	set	forth	in	Schedule	10.11	to	the	Disclosure
Letter,	Controlled	Securities	Account	not	set	forth	in	such	Schedule	10.11	to	the	Disclosure	Letter	or	any	Excluded	Account,	so	long	as		in
the	case	of	a	Core	Deposit	Account	or	Controlled	Securities	Account,	(i)	the	Company	has	delivered	an	updated	Schedule	10.11	to	the
Disclosure	Letter	to	the	Administrative	Agent	listing	such	new	account	and	(ii)	the	financial	institution	with	which	such	Core	Deposit
Account	or	Controlled	Securities	Account,	as	applicable,	is	opened,	together	with	the	applicable	Credit	Party	which	has	opened	the	Core
Deposit	Account	or	the	Controlled	Securities	Account,	as	applicable,	and	the	Collateral	Agent,	shall	have	delivered	(within	90	days	of
opening	such	Core	Deposit	Account	or	Controlled	Securities	Account)	to	the	Administrative	Agent	a	Cash	Management	Control	Agreement
in	form	and	substance	reasonably	acceptable	to	the	Administrative	Agent.
10.12.
Use	of	Proceeds
.		The	Company	will	not,	and	will	cause	its	Subsidiaries,	and	each	of	their	respective	directors
officers,	employees	and	agents	to	not,	use	the	proceeds	of	the	Loans	or	Letters	of	Credit	(i)	in	furtherance	of	an	offer,	payment,	promise	to
pay,	or	authorization	of	the	payment	or	giving	of	money,	or	anything	else	of	value,	to	any	Person	in	violation	in	any	material	respect	of	any
Anti-Corruption	Laws,	(ii)	for	the	purpose	of	funding,	financing	or	facilitating	any	activities,	business	or	transaction	of	or	with	any


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string_value:
Sanctioned	Person,	or	in	any	Sanctioned	Country,	or	(iii)	in	any	manner	that	would	result	in	the	violation	of		any	Sanctions	applicable	to
any	party	hereto.
10.13.
Fiscal	Unity
.		No	Dutch	Credit	Party	shall	create	or	become	a	member	of	a	fiscal	unity	(
fiscal	eenheid
)	
for	Dutch
corporate	income	tax	purposes
	
other	than	(a)	a	fiscal	unity	
for	Dutch	corporate	income	tax	purposes
	
among	the	Dutch	Credit	Parties	only
or	(b)	so	long	as	
the
a
	
Tax	Sharing	Agreement	remains	in	full	force	and	effect,	a	fiscal	unity	
for	Dutch	corporate	income	tax	purposes
among	the	Dutch	Credit	Parties	and	other	Dutch	Affiliates	of	Tesla	B.V.	from	time	to	time	party	to	such	Tax	Sharing	Agreement
,	Tesla
Motors	Netherlands	Coöperatief	U.A.	and	the	New	B.V
.
10.14.
SolarCity
.		Notwithstanding	anything	to	the	contrary	contained	herein,	until	the	date	that	SolarCity	is	a
“Subsidiary”	for	all	purposes	of	this	Agreement:
(a)
the	Company	and	its	Subsidiaries	shall	not	(subject	to	the	Consent	Letter)	guarantee	or	otherwise	become	directly
liable	for	any	Indebtedness	of	SolarCity	or	any	of	its	Subsidiaries	(it	being	understood	and	agreed	that	this	Section	10.14(a)	shall	not
restrict	or	prohibit	(i)	any	guarantee	by	a	Subsidiary	of	Indebtedness	of	the	Company	and/or	its	Subsidiaries	that	is	also	guaranteed	by	a


key: chroma:document
string_value:
SolarCity	Guarantee	and	(ii)	any	unsecured	guarantee	by	the	Company	or	its	Subsidiaries	of	Indebtedness	of	SolarCity	or	any	of	its
Subsidiaries	with	respect	to	letters	of	credit,	bankers’	acceptances,	bank	guarantees,	performance	bonds,	surety	bonds,	appeal	bonds,
customs	bonds	or	similar	instruments	required	in	the	ordinary	course	of	business	or	in	connection	with	the	enforcement	of	rights	or	claims
of	SolarCity	or	any	of	its	Subsidiaries	or	in	connection	with	judgments	that	do	not	result	in	an	Event	of	Default);
(b)
the	Company	and	its	Subsidiaries	shall	not	permit	SolarCity	or	any	of	its	Subsidiaries	to	guarantee	or	otherwise
become	directly	liable	for	Indebtedness	of	the	Company	or	its	Subsidiaries;	
provided
	that	SolarCity	and	its	Subsidiaries	may	guarantee	or
otherwise	become	directly	liable	for	Indebtedness	of	the	Company	or	its	Subsidiaries	(a	“
SolarCity	Guarantee
”)	so	long	as	each	Person
providing	a	SolarCity	Guarantee	guarantees	the	Guaranteed	Obligations	(as	defined	in	the	U.S.	Guaranty)	on	terms	no	less	favorable	to
the	Lenders	(as	determined	by	the	Company	in	good	faith)	than	the	terms	of	such	SolarCity	Guarantee	are	to	the	holders	of	the	applicable
Indebtedness;
(c)
SolarCity	and	its	Subsidiaries	shall	not	create,	incur	or	assume	any	syndicated	credit	facilities,	bonds	or	convertible
notes	other	than:
169


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(i)
any	such	Indebtedness	that	(A)	is	a	renewal,	extension,	exchange,	replacement	or	refinancing	of
Indebtedness	outstanding	on	or	(B)	is	Indebtedness	that	may	be	incurred	pursuant	to	commitments	existing	on,	the	Sixth
Amendment	Effective	Date	(and	
provided
	that	(x)	the	aggregate	principal	amount	of	such	renewal,	extension,	exchange,
replacement	or	refinancing,	or	commitments	in	respect	thereof	(or	if	incurred	with	original	issue	discount,	the	sum	of	the
aggregate	issue	price	and	any	accreted	principal	amount)	does	not	exceed	the	aggregate	principal	amount	(or	if	incurred	with
original	issue	discount,	the	aggregate	issue	price	plus	any	accreted	amount)	of	the	Indebtedness	to	be	renewed,	extended,
exchanged,	replaced	or	refinanced	(plus	the	sum	of	(1)	accrued	and	unpaid	interest	thereon,	(2)	any	prepayment	or	exchange
premium	and	(3)	customary	premium,	fees	and	expenses	relating	to	such	renewal,	extension,	exchange,	replacement,
refinancing	or	issuance)	and	(y)	the	terms	of	the	Indebtedness	provided	in	any	such	renewal,	extension,	exchange,	replacement
or	refinancing	(excluding	pricing,	fees,	rate	floors	and	optional	prepayment	or	redemption	terms),	taken	as	a	whole,	are	no
more	favorable	to	the	lenders	or	holders	of	such	Indebtedness	than	those	applicable	to	the	Indebtedness	to	be	renewed,
extended,	exchanged,	replaced	or	refinanced,
(ii)
Indebtedness	incurred	by	any	special	purpose	Subsidiary	of	SolarCity	so	long	as	(A)	there	shall	be	no
recourse	
to,
	
or	obligation	
to


key: chroma:document
string_value:
to,
	
or	obligation	
to
of	(whether	direct,	by	guarantee	or	otherwise),
	the	Company	or	any	of	its	Subsidiaries	or	SolarCity
or	any	of	its	Subsidiaries	(other	than	any	special	purpose	Subsidiary	of	SolarCity)	whatsoever	other	than	(solely	in	respect	of
SolarCity	and	its	Subsidiaries)	pursuant	to	representations,	warranties,	covenants	and	indemnities	entered	into	in	the	ordinary
course	of	business	in	connection	with	such	Indebtedness	that	in	the	reasonable	opinion	of	the	Company	are	customary	for	such
transactions	and	(B)	none	of	the	Company	nor	any	of	its	Subsidiaries	nor	SolarCity	nor	any	of	its	Subsidiaries	(other	than	any
special	purpose	Subsidiary	of	SolarCity)	shall	have	provided,	either	directly	or	indirectly,	any	other	credit	support	of	any	kind	in
connection	with	such	Indebtedness,	other	than	as	set	forth	in	clause	(A)	above,
(iii)
other	Indebtedness	in	an	aggregate	principal	amount	at	any	time	outstanding	not	to	exceed	$25,000,000;
(iv)
Indebtedness	pursuant	to	any	SolarCity	Guarantee;	and
(v)
any	guarantee	of	the	Guaranteed	Obligations	(as	defined	in	the	U.S.	Guaranty);	and
(d)
the	Company	and	its	Subsidiaries	shall	not	permit	SolarCity	or	any	of	its	Subsidiaries	to	pledge	any	assets	to	secure
any	Indebtedness	of	the	Company	or	its	Subsidiaries	or	any	guarantee	or	liability	of	SolarCity	or	any	of	its	Subsidiaries	in	respect	thereof.
SECTION	11.
Events	of	Default
.


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string_value:
SECTION	11.
Events	of	Default
.
Upon	the	occurrence	of	any	of	the	following	specified	events	(each,	an	“
Event	of	Default
”):
11.01.
Payments
.		Any	Borrower	shall	(i)	default	in	the	payment	when	due	of	any	principal	of	any	Loan	or	any	Note	or	any
Unpaid	Drawing,	(ii)	default	in	the	payment	of	any	cash	collateral,	or	the	entering	into	of	backstop	arrangements,	as	and	when	required	by
Section	3.07	or	(iii)	default,	and	such	default	shall	continue	unremedied	for	five	days,	in	the	payment	when	due	of	any	interest	on	any
Loan,	Note	or	any	Unpaid	Drawing	or	any	Fees	or	any	other	amounts	owing	hereunder	or	under	any	other	Credit	Document;	or
170


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11.02.
Representations,	etc
.
.		
		Any	representation,	warranty	or	statement	made	or	deemed	made	by	any	Credit	Party
herein	or	in	any	other	Credit	Document	or	in	any	certificate	delivered	to	the	Administrative	Agent	or	any	Lender	pursuant	hereto	or
thereto	shall	prove	to	be	untrue	in	any	material	respect	(or	in	any	respect	to	the	extent	qualified	by	“materiality,”	“Material	Adverse
Effect”	or	similar	language)	on	the	date	as	of	which	made	or	deemed	made;	or
11.03.
Covenants
.		The	Company	or	any	of	its	Subsidiaries	shall	(i)	default	in	the	due	performance	or	observance	by	it	of
any	term,	covenant	or	agreement	contained	in	Section	5.03(b),	5.03(c),	5.03(d),	5.03(e),	
5.03(f),	5.03(g),
	9.01(e)(i),	9.01(h),	9.03(a)(ii)	(with
respect	to	a	Borrower),	9.04	(as	it	relates	to	the	existence	of	a	Borrower),	9.11,	9.12(e)	or	Section	10	(other	than	Section	10.01(a))	or	(ii)
default	in	the	due	performance	or	observance	by	it	of	any	other	term,	covenant	or	agreement	contained	in	this	Agreement	(other	than
those	set	forth	in	Sections	11.01,	11.02	and	11.03(i))	or	any	other	Credit	Document	and	such	default	shall	continue	unremedied	for	a
period	of	30	days	after	the	earlier	of	(a)	the	date	on	which	such	default	shall	first	become	known	to	any	Responsible	Officer	of	the
Company	or	any	other	Credit	Party	or	(b)	the	date	on	which	written	notice	thereof	is	given	to	the	defaulting	party	by	the	Administrative


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Agent	or	the	Required	Lenders;	or
11.04.
Default	Under	Other	Agreements
.		(a)		The	Company	or	any	of	its	Subsidiaries	shall	(i)	default	in	any	payment	of
any	Indebtedness	(other	than	the	Obligations)	beyond	the	period	of	grace,	if	any,	provided	in	an	instrument	or	agreement	under	which
such	Indebtedness	was	created	or	(ii)	default	beyond	any	period	of	grace	in	the	observance	or	performance	of	any	agreement	or	condition
relating	to	any	Indebtedness	(other	than	the	Obligations)	or	contained	in	any	instrument	or	agreement	evidencing,	securing	or	relating
thereto,	or	any	other	event	shall	occur	or	condition	exist,	the	effect	of	which	default	or	other	event	or	condition	is	to	cause,	or	to	permit
the	holder	or	holders	of	such	Indebtedness	(or	a	trustee	or	agent	on	behalf	of	such	holder	or	holders)	to	cause,	any	such	Indebtedness	to
become	due	prior	to	its	stated	maturity,	or	(b)	any	Indebtedness	(other	than	the	Obligations)	of	the	Company	or	any	of	its	Subsidiaries
shall	be	declared	to	be	(or	shall	become)	due	and	payable,	or	required	to	be	prepaid,	in	each	case	other	than	(x)	by	a	regularly	scheduled
required	prepayment	or	pursuant	to	customary	mandatory	prepayment	provisions	in	connection	with	asset	sales,	casualty	and
condemnation	events,	the	incurrence	of	indebtedness,	the	issuance	of	Equity	Interests	or	excess	cash	flow,	prior	to	the	stated	maturity
thereof	or	any	payment	on	demand	in	respect	of	Indebtedness	incurred	under	Section	10.04(y)	in	accordance	with	the	terms	of	such


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string_value:
Indebtedness	and	not	as	a	result	of	a	default	thereunder,	(y)	in	connection	with	any	payment,	prepayment,	redemption,	repurchase	or
acquisition	for	value	of	Indebtedness	permitted	under	Section	10.08	and	(z)	any	Net	Share	Settlement	of	any	Permitted	Convertible	Notes;
provided
	that	it	shall	not	be	a	Default	or	an	Event	of	Default	under	this	Section	11.04	unless	the	aggregate	principal	amount	of	all
Indebtedness	as	described	in	preceding	clauses	(a)	and	(b)	is	at	least	equal	to	the	Threshold	Amount;	or
11.05.
Bankruptcy,	etc
.
.		
		Any	Credit	Party	or	any	Material	Subsidiary	of	the	Company	shall	commence	a	voluntary	case
concerning	itself	under	Title	11	of	the	United	States	Code	entitled	“Bankruptcy,”	as	now	or	hereafter	in	effect,	or	any	successor	thereto
(the	“
Bankruptcy	Code
”);	or	an	involuntary	case	is	commenced	against	any	Credit	Party	or	any	Material	Subsidiary	of	the	Company,	and
the	petition	is	not	controverted	within	30	days,	or	is	not	dismissed	within	60	days	after	the	filing	thereof,	
provided
,	
however
,	that	during
the	pendency	of	such	period,	each	Lender	shall	be	relieved	of	its	obligation	to	extend	credit	hereunder;	or	a	custodian	(as	defined	in	the
Bankruptcy	Code)	is	appointed	for,	or	takes	charge	of,	all	or	substantially	all	of	the	property	of	any	Credit	Party	or	any	Material	Subsidiary
of	the	Company,	to	operate	all	or	any	substantial	portion	of	the	business	any	Credit	Party	or	any	Material	Subsidiary	of	the	Company,	or
any	Credit	Party	or	any	Material	Subsidiary	of	the	Company	commences	any	other	proceeding	in	relation	to	any	reorganization,


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string_value:
arrangement,	adjustment	of	debt,	relief	of	debtors,	dissolution,	bankruptcy,	insolvency	or	any	analogous	procedure	or	step	is	taken	in	any
jurisdiction	whether	now	or	hereafter	in	effect	relating	to	any	Credit	Party	or	any	Material	Subsidiary	of	the	Company	(including	under
any	Dutch	Insolvency	Law
	or	UK	Insolvency	Law
),	or	there	is	commenced	against	any
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Credit	Party	or	any	Material	Subsidiary	of	the	Company	any	such	proceeding	which	remains	undismissed	for	a	period	of	60	days	after	the
filing	thereof,	or	any	Credit	Party	or	any	Material	Subsidiary	of	the	Company	is	adjudicated	or	deemed	under	applicable	law	insolvent	or
bankrupt;	or	any	order	of	relief	or	other	order	approving	any	such	case	or	proceeding	(including	the	entry	of	an	order	of	relief	against	it	or
for	the	appointment	of	a	receiver,	controller,	receiver-manager,	trustee,	monitor,	custodian	or	similar	official	for	it	or	for	any	substantial
part	of	its	property)	is	entered;	or	any	Credit	Party	or	any	Material	Subsidiary	of	the	Company	makes	a	general	assignment	for	the	benefit
of	creditors;	or	any	Business	action	is	taken	by	any	Credit	Party	or	any	Material	Subsidiary	of	the	Company	for	the	purpose	of	effecting
any	of	the	foregoing;	or	with	respect	to	a	Dutch	Credit	Party,	if	it	files	a	notice	under	section	36	of	the	Tax	Collection	Act	of	the
Netherlands	(
Invorderingswet
	1990);	or
11.06.
ERISA
.
(a)
One	or	more	ERISA	Events	shall	have	occurred;
(b)
there	is	or	arises	an	Unfunded	Pension	Liability	(taking	into	account	only	Plans	with	positive	Unfunded	Pension
Liability);
(c)
any	material	contribution	required	to	made	with	respect	to	a	Foreign	Pension	Plan	has	not	been	timely	made;	or
(d)
or	there	is	or	arises	any	potential	withdrawal	liability	under	Section	4201	of	ERISA,	if	the	Company,	any	Subsidiary	of


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string_value:
the	Company	or	any	of	the	ERISA	Affiliates	were	to	withdraw	completely	from	any	and	all	Multiemployer	Plans;
and	the	liability	of	any	or	all	of	the	Company,	any	Subsidiary	of	the	Company	and	the	ERISA	Affiliates	contemplated	by	the	foregoing
clauses	(a),	(b),	(c),	and	(d),	either	individually	or	in	the	aggregate,	has	had,	or	could	be	reasonably	expected	to	have,	a	Material	Adverse
Effect;	or
11.07.
[Reserved]
.		
11.08.
Security	Documents
.		Any	of	this	Agreement	or	the	Security	Documents	shall	cease	to	be	in	full	force	and	effect
(other	than	as	permitted	by	the	Credit	Documents),	or	any	Credit	Party	or	any	Person	acting	for	or	on	behalf	of	such	Credit	Party	shall
deny	or	disaffirm	such	Credit	Party’s	obligations	under	this	Agreement	or	any	Security	Document	to	which	it	is	a	party,	or	the	Security
Documents	shall	cease	to	give	the	Collateral	Agent	for	the	benefit	of	the	Secured	Creditors	(other	than	pursuant	to,	or	as	permitted	by,	the
terms	hereof	or	thereof	(including	as	a	result	of	a	transaction	permitted	by	this	Agreement))	a	perfected	security	interest	in,	and	Lien	on,
the	Collateral	covered	thereby,	in	favor	of	the	Collateral	Agent,	superior	to	and	prior	to	the	rights	of	all	third	Persons	(except	as	permitted
by	Section	10.01),	and	subject	to	no	other	Liens	(except	as	permitted	by	Section	10.01),	or	any	Credit	Party	shall	default	in	the	due
performance	or	observance	of	any	term,	covenant	or	agreement	on	its	part	to	be	performed	or	observed	pursuant	to	any	such	Security


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string_value:
Document	and	such	default	shall	continue	beyond	the	period	of	grace,	if	any,	specifically	applicable	thereto	pursuant	to	the	terms	of	such
Security	Document	or,	if	no	such	period	of	grace	is	provided	in	such	Security	Document,	such	default	shall	continue	unremedied	for	a
period	of	30	days	after	the	earlier	of	(a)	the	date	on	which	such	default	shall	first	become	known	to	any	Responsible	Officer	of	the
Company	or	(b)	the	date	on	which	written	notice	thereof	is	given	to	the	defaulting	party	by	the	Administrative	Agent	or	the	Required
Lenders;	or
11.09.
Guaranties
.		Any	Guaranty	or	any	provision	thereof	shall	cease	to	be	in	full	force	or	effect	as	to	any	Guarantor
(except	as	a	result	of	a	release	of	any	Subsidiary	Guarantor	in	accordance	with	the	terms	of	the	Credit	Documents),	or	any	Guarantor	or
any	Person	acting	for	or	on	behalf	of	such
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Guarantor	shall	deny	or	disaffirm	such	Guarantor’s	obligations	under	the	Guaranty	to	which	it	is	a	party	or	any	Guarantor	(a)	shall	default
in	the	payment	when	due	of	any	Guaranteed	Obligations	(as	defined	in	(or	any	similar	term	contained	in)	each	applicable	Guaranty)	or	(y)
shall	default	in	the	due	performance	or	observance	of	any	term,	covenant	or	agreement	on	its	part	to	be	performed	or	observed	pursuant
to	the	Guaranty	to	which	it	is	a	party	and	such	default	shall	continue	beyond	the	period	of	grace,	if	any,	specifically	applicable	thereto
pursuant	to	the	terms	of	such	Guaranty,	or,	if	no	such	period	of	grace	is	provided	in	such	Guaranty	or	such	default	is	of	a	covenant	in	this
Agreement	pursuant	to	which	no	grace	period	is	provided	in	Section	11.03	above,	such	default	shall	continue	unremedied	for	a	period	of
30	days	after	the	earlier	of	(a)	the	date	on	which	such	default	shall	first	become	known	to	any	Responsible	Officer	of	the	Company	or	any
other	Credit	Party	or	(b)	the	date	on	which	written	notice	thereof	is	given	to	the	defaulting	party	by	the	Administrative	Agent	or	the
Required	Lenders;	or
11.10.
Judgments
.		One	or	more	judgments	or	decrees	shall	be	entered	against	the	Company	or	any	Subsidiary	of	the
Company	involving	in	the	aggregate	for	the	Company	and	its	Subsidiaries	a	liability	(to	the	extent	not	paid	or	not	covered	by	a	reputable
and	solvent	insurance	company)	and	such	judgments	and	decrees	shall	not	be	satisfied,	vacated,	discharged	or	stayed	or	bonded	pending


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string_value:
appeal	for	any	period	of	30	consecutive	days,	and	the	aggregate	amount	of	all	such	judgments	equals	or	exceeds	the	Threshold	Amount;	or
11.11.
Change	of	Control
.		A	Change	of	Control	shall	occur;	or
11.12.
Intercreditor	Agreement
.		After	the	execution	and	delivery	thereof,	the	Intercreditor	Agreement	or	any	provision
thereof	shall	cease	to	be	in	full	force	or	effect	(except	in	accordance	with	its	terms),	any	Credit	Party	shall	assert	that	the	Intercreditor
Agreement	shall	have	ceased	for	any	reason	to	be	in	full	force	and	effect	(except	in	accordance	with	its	terms)	or	shall	knowingly	contest,
or	knowingly	support	any	other	Person	in	any	action	that	seeks	to	contest,	the	validity	or	effectiveness	of	the	Intercreditor	Agreement;	
or
11.13.
Convertible	Notes	Maturity	Default
.		A	Convertible	
Notes	Maturity	Default	shall	occur;
then,	and	in	any	such	event,	and	at	any	time	thereafter,	if	any	Event	of	Default	shall	then	be	continuing,	the	Administrative
Agent,	upon	the	written	request	of	the	Required	Lenders,	shall	by	written	notice	to	the	Borrowers,	take	any	or	all	of	the	following	actions,
without	prejudice	to	the	rights	of	the	Administrative	Agent,	any	Lender	or	the	holder	of	any	Note	to	enforce	its	claims	against	any	Credit
Party	(
provided
	that,	if	an	Event	of	Default	specified	in	Section	11.05	shall	occur	with	respect	to	any	Borrower,	the	result	which	would
occur	upon	the	giving	of	written	notice	by	the	Administrative	Agent	as	specified	in	clauses	(a)	and	(b)	below,	shall	occur	automatically


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string_value:
without	the	giving	of	any	such	notice):		(a)	declare	the	Total	Revolving	Loan	Commitment	terminated,	whereupon	the	Revolving	Loan
Commitment	of	each	Lender	shall	forthwith	terminate	immediately	and	any	Commitment	Commission	shall	forthwith	become	due	and
payable	without	any	other	notice	of	any	kind;	(b)	declare	the	principal	of	and	any	accrued	and	unpaid	interest	in	respect	of	all	Loans	and
the	Notes	and	all	Obligations	owing	hereunder	and	thereunder	to	be,	whereupon	the	same	shall	become,	forthwith	due	and	payable
without	presentment,	demand,	protest	or	other	notice	of	any	kind,	all	of	which	are	hereby	waived	by	each	Credit	Party;	(c)	terminate	any
Letter	of	Credit	which	may	be	terminated	in	accordance	with	its	terms;	(d)	(x)	direct	the	U.S.	Borrowers	to	pay	(and	the	U.S.	Borrowers
jointly	and	severally	agree	that	upon	receipt	of	such	notice,	or	upon	the	occurrence	of	an	Event	of	Default	specified	in	Section	11.05	with
respect	to	any	U.S.	Borrower,	they	will	pay)	to	the	Collateral	Agent	at	the	Payment	Office	such	additional	amount	of	cash	or	Cash
Equivalents,	to	be	held	as	security	by	the	Collateral	Agent,	as	is	equal	to	102%	of	the	aggregate	Stated	Amount	of	all	Letters	of	Credit
issued	for	the	account	of	the	U.S.	Borrowers	and	then	outstanding
	and
,
	(y)	direct	the	Dutch	Borrowers	to	pay	(and	the	Dutch	Borrowers
agree	that	upon	receipt	of	such	notice,	or	upon	the	occurrence	of	an	Event	of	Default	specified	in	Section	11.05	with	respect	to	any	Dutch
Borrower,	they
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will	pay)	to	the	Collateral	Agent	at	the	Payment	Office	such	additional	amount	of	cash	or	Cash	Equivalents,	to	be	held	as	security	by	the
Collateral	Agent,	as	is	equal	to	102%	of	the	aggregate	Stated	Amount	of	all	Letters	of	Credit	issued	for	the	account	of	such	Dutch
Borrowers	and	then	outstanding
	and	(z)	direct	the	UK	Borrowers	to	pay	(and	the	UK	Borrowers	agree	that	upon	receipt	of	such	notice,	or
upon	the	occurrence	of	an	Event	of	Default	specified	in	Section	11.05	with	respect	to	any	UK	Borrower,	they	will	pay)	to	the	Collateral
Agent	at	the	Payment	Office	such	additional	amount	of	cash	or	Cash	Equivalents,	to	be	held	as	security	by	the	Collateral	Agent,	as	is	equal
to	102%	of	the	aggregate	Stated	Amount	of	all	Letters	of	Credit	issued	for	the	account	of	such	UK	Borrowers	and	then	outstanding
;	(e)
enforce,	as	Collateral	Agent,	all	of	the	Liens	and	security	interests	created	pursuant	to	the	Security	Documents;	(f)	enforce	each	Guaranty;
and	(g)	apply	any	cash	collateral	held	by	the	Administrative	Agent	pursuant	to	Section	5.02	to	the	repayment	of	the	Obligations
.
;	or
11.13.
Convertible	Notes	Maturity	Default
.
		A	Convertible	Note	Maturity	Default	shall	occur.
SECTION	12.
The	Administrative	Agent	and	the	Collateral	Agent
.
12.01.
Appointment
.		(a)		The	Lenders	(including	in	their	capacity	as	a	Swingline	Lender	and	Issuing	Lender)	hereby
irrevocably	designate	and	appoint	DBNY	as	Administrative	Agent	(for	purposes	of	this	Section	12	and	Section	13.01,	the	term


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“Administrative	Agent”	also	shall	include	DBNY	in	its	capacity	as	Collateral	Agent	pursuant	to	the	Security	Documents	and,	if	in	effect,	the
Intercreditor	Agreement)	to	act	as	specified	herein	and	in	the	other	Credit	Documents.		Each	Lender	hereby	irrevocably	authorizes,	and
each	holder	of	any	Note	by	the	acceptance	of	such	Note	shall	be	deemed	irrevocably	to	authorize	the	Administrative	Agent	to	take	such
action	on	its	behalf	under	the	provisions	of	this	Agreement,	the	other	Credit	Documents	and	any	other	instruments	and	agreements
referred	to	herein	or	therein	and	to	exercise	such	powers	and	to	perform	such	duties	hereunder	and	thereunder	as	are	specifically
delegated	to	or	required	of	the	Administrative	Agent	by	the	terms	hereof	and	thereof	and	such	other	powers	as	are	reasonably	incidental
thereto.		The	Administrative	Agent	may	perform	any	of	its	duties	hereunder	or	under	the	other	Credit	Documents	by	or	through	its
officers,	directors,	agents,	employees	or	affiliates.	For	the	purposes	of	the	Belgian	law	Security	Documents,	the	Lenders	and	the	Secured
Creditors	(i)	appoint	the	Administrative	Agent	as	their	representative	in	accordance	with	Article	5	of	the	Belgian	Act	of	15	December	2004
on	financial	collateral	arrangements	and	several	tax	dispositions	in	relation	to	security	collateral	arrangements	and	loans	of	financial
instruments	and	Article	3	of	Title	XVII	of	Book	III	of	the	Belgian	Civil	Code	and	(ii)	agree	that	the	Administrative	Agent	shall	not	be
severally	and	jointly	liable	with	the	Lenders	and	the	Secured	Creditors.
(b)


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(b)
Each	Issuing	Lender	shall	act	on	behalf	of	the	Lenders	with	respect	to	any	Letters	of	Credit	issued	by	it	and	documents
associated	therewith,	and	such	Issuing	Lender	shall	have	all	of	the	benefits	and	immunities	(i)	provided	to	the	Administrative	Agent	in	this
Section	12	(other	than	Section	12.04)	with	respect	to	any	acts	taken	or	omissions	suffered	by	such	Issuing	Lender	in	connection	with
Letters	of	Credit	issued	by	it	or	proposed	to	be	issued	by	it	and	the	applications	and	agreements	for	letters	of	credit	pertaining	to	such
Letters	of	Credit	as	fully	as	if	the	term	“Administrative	Agent”	as	used	in	this	Section	12	included	such	Issuing	Lender	with	respect	to	such
acts	or	omissions	and	(ii)	as	additionally	provided	herein	with	respect	to	such	Issuing	Lender.
(c)
Each	Issuing	Lender	may,	at	any	time	by	giving	20	Business	Days’	prior	written	notice	to	the	Company	and	the
Administrative	Agent,	resign	from	the	performance	of	all	its	respective	functions	and	duties	hereunder	and/or	under	the	other	Credit
Documents	as	an	Issuing	Lender	and	the	resigning	Issuing	Lender	(x)	shall	not	be	required	to	issue	any	further	Letters	of	Credit
hereunder,	(y)	shall	maintain	all	of	its	rights	(including	its	rights	to	indemnification)	and	obligations	as	Issuing	Lender	with	respect	to	any
Letters	of	Credit	issued	by	it	prior	to	the	date	of	such	resignation	and	(z)	shall	remain	indemnified	to	the	extent	provided	in	this
Agreement	and	the	other	Credit	Documents	and	the	provisions	of	this
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Section	12	(and	the	analogous	provisions	of	the	other	Credit	Documents)	shall	continue	in	effect	for	the	benefit	of	such	resigning	Issuing
Bank	for	all	of	its	actions	and	inactions	while	serving	as	an	Issuing	Bank	hereunder.
12.02.
Nature	of	Duties
.		(a)		The	Administrative	Agent	in	its	capacity	as	such	shall	not	have	any	duties	or	responsibilities
except	those	expressly	set	forth	in	this	Agreement	and	in	the	other	Credit	Documents.		Neither	the	Administrative	Agent	in	its	capacity	as
such	nor	any	of	its	officers,	directors,	agents,	employees	or	affiliates	shall	be	liable	for	any	action	taken	or	omitted	by	it	or	them	hereunder
or	under	any	other	Credit	Document	or	in	connection	herewith	or	therewith,	unless	caused	by	its	or	their	gross	negligence	or	willful
misconduct	(as	determined	by	a	court	of	competent	jurisdiction	in	a	final	and	non-appealable	decision).		The	duties	of	the	Administrative
Agent	shall	be	mechanical	and	administrative	in	nature;	the	Administrative	Agent	shall	have	by	reason	of	this	Agreement	or	any	other
Credit	Document	a	fiduciary	relationship	in	respect	of	any	Lender	or	the	holder	of	any	Note;	and	nothing	in	this	Agreement	or	in	any	other
Credit	Document,	expressed	or	implied,	is	intended	to	or	shall	be	so	construed	as	to	impose	upon	the	Administrative	Agent	any	obligations
in	respect	of	this	Agreement	or	any	other	Credit	Document	except	as	expressly	set	forth	herein	or	therein.
(b)
Notwithstanding	any	other	provision	of	this	Agreement	or	any	provision	of	any	other	Credit	Document,	the	Arrangers,


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the	Syndication	Agents	and	the	Co-Documentation	Agents	are	named	as	such	for	recognition	purposes	only,	and	in	its	capacity	as	such
shall	have	no	powers,	duties,	responsibilities	or	liabilities	with	respect	to	this	Agreement	or	the	other	Credit	Documents	or	the
transactions	contemplated	hereby	and	thereby;	it	being	understood	and	agreed	that	the	Arrangers,	the	Syndication	Agents	and	the	Co-
Documentation	Agents	shall	be	entitled	to	all	indemnification	and	reimbursement	rights	in	favor	of	the	Administrative	Agent	as,	and	to	the
extent,	provided	for	under	Sections	12.06	and	13.01.		Without	limitation	of	the	foregoing,	none	of	the	Arrangers,	the	Syndication	Agents
and	the	Co-Documentation	Agents	shall,	solely	by	reason	of	this	Agreement	or	any	other	Credit	Documents,	have	any	fiduciary	relationship
in	respect	of	any	Lender	or	any	other	Person.
12.03.
Lack	of	Reliance	on	the	Administrative	Agent
.		Independently	and	without	reliance	upon	the	Administrative	Agent,
each	Lender	and	the	holder	of	each	Note,	to	the	extent	it	deems	appropriate,	has	made	and	shall	continue	to	make	(a)	its	own	independent
investigation	of	the	financial	condition	and	affairs	of	the	Company	and	its	Subsidiaries	in	connection	with	the	making	and	the	continuance
of	the	Loans	and	the	taking	or	not	taking	of	any	action	in	connection	herewith	and	(b)	its	own	appraisal	of	the	creditworthiness	of	the
Company	and	its	Subsidiaries	and,	except	as	expressly	provided	in	this	Agreement,	the	Administrative	Agent	shall	not	have	any	duty	or
responsibility,	either	initially	or	on	a	continuing	basis,	to	provide	any	Lender	or	the	holder	of	any	Note	with	any	credit	or	other	information


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with	respect	thereto,	whether	coming	into	its	possession	before	the	making	of	the	Loans	or	at	any	time	or	times	thereafter.		The
Administrative	Agent	shall	not	be	responsible	to	any	Lender	or	the	holder	of	any	Note	for	any	recitals,	statements,	information,
representations	or	warranties	herein	or	in	any	document,	certificate	or	other	writing	delivered	in	connection	herewith	or	for	the	execution,
effectiveness,	genuineness,	validity,	enforceability,	perfection,	collectability,	priority	or	sufficiency	of	this	Agreement	or	any	other	Credit
Document	or	the	financial	condition	of	the	Company	or	any	of	its	Subsidiaries	or	be	required	to	make	any	inquiry	concerning	either	the
performance	or	observance	of	any	of	the	terms,	provisions	or	conditions	of	this	Agreement	or	any	other	Credit	Document,	or	the	financial
condition	of	the	Company	or	any	of	its	Subsidiaries	or	the	existence	or	possible	existence	of	any	Default	or	Event	of	Default.
12.04.
Certain	Rights	of	the	Agents
.		If	the	Administrative	Agent	shall	request	instructions	from	the	Required	Lenders
with	respect	to	any	act	or	action	(including	failure	to	act)	in	connection	with	this	Agreement	or	any	other	Credit	Document,	the
Administrative	Agent	shall	be	entitled	to	refrain	from	such	act	or	taking	such	action	unless	and	until	the	Administrative	Agent	shall	have
received	instructions	from
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the	Required	Lenders;	and	the	Administrative	Agent	shall	not	incur	liability	to	any	Lender	by	reason	of	so	refraining.		Without	limiting	the
foregoing,	neither	any	Lender	nor	the	holder	of	any	Note	shall	have	any	right	of	action	whatsoever	against	the	Administrative	Agent	as	a
result	of	the	Administrative	Agent	acting	or	refraining	from	acting	hereunder	or	under	any	other	Credit	Document	in	accordance	with	the
instructions	of	the	Required	Lenders.
12.05.
Reliance
.		The	Administrative	Agent	shall	be	entitled	to	rely,	and	shall	be	fully	protected	in	relying,	upon	any	note,
writing,	resolution,	notice,	statement,	certificate,	telex,	teletype	or	telecopier	message,	cablegram,	radiogram,	order	or	other	document	or
telephone	message	signed,	sent	or	made	by	any	Person	that	the	Administrative	Agent	believed	to	be	the	proper	Person,	and,	with	respect
to	all	legal	matters	pertaining	to	this	Agreement	and	any	other	Credit	Document	and	its	duties	hereunder	and	thereunder,	upon	advice	of
counsel	selected	by	the	Administrative	Agent.
12.06.
Indemnification
.		To	the	extent	the	Administrative	Agent	(or	any	affiliate	thereof)	or	any	Issuing	Lender	(or	any
affiliate	thereof)	is	not	reimbursed	and	indemnified	by	the	Borrowers,	the	Lenders	will	reimburse	and	indemnify	the	Administrative	Agent
(and	any	affiliate	thereof)	or	Issuing	Lender	(or	any	affiliate	thereof),	as	applicable,	in	proportion	to	their	respective	“percentage”	as	used
in	determining	the	Required	Lenders	(determined	as	if	there	were	no	Defaulting	Lenders)	for	and	against	any	and	all	liabilities,


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obligations,	losses,	damages,	penalties,	claims,	actions,	judgments,	costs,	expenses	or	disbursements	of	whatsoever	kind	or	nature	which
may	be	imposed	on,	asserted	against	or	incurred	by	the	Administrative	Agent	(or	any	affiliate	thereof)	or	the	applicable	Issuing	Lender	(or
an	affiliate	thereof),	as	applicable,	in	performing	its	duties	hereunder,	under	any	other	Credit	Document	or	in	respect	of	any	Letter	of
Credit	or	in	any	way	relating	to	or	arising	out	of	this	Agreement,	any	other	Credit	Document	or	any	Letter	of	Credit;	
provided
	that	no
Lender	shall	be	liable	for	any	portion	of	such	liabilities,	obligations,	losses,	damages,	penalties,	claims,	actions,	judgments,	suits,	costs,
expenses	or	disbursements	resulting	from	the	Administrative	Agent’s	(or	such	affiliates’)	or	the	applicable	Issuing	Lender’s	(or	such
affiliates’),	as	applicable,	gross	negligence	or	willful	misconduct	(as	determined	by	a	court	of	competent	jurisdiction	in	a	final	and	non-
appealable	decision).
12.07.
The	Administrative	Agent	in	its	Individual	Capacity
.		With	respect	to	its	obligation	to	make	Loans,	or	issue	or
participate	in	Letters	of	Credit,	under	this	Agreement,	the	Administrative	Agent	shall	have	the	rights	and	powers	specified	herein	for	a
“Lender”	and	may	exercise	the	same	rights	and	powers	as	though	it	were	not	performing	the	duties	specified	herein;	and	the	term
“Lender,”	“Required	Lenders,”	“Supermajority	Lenders”	or	any	similar	terms	shall,	unless	the	context	clearly	indicates	otherwise,	include


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the	Administrative	Agent	in	its	individual	capacity.		The	Administrative	Agent	and	its	affiliates	may	accept	deposits	from,	lend	money	to,
and	generally	engage	in	any	kind	of	banking,	investment	banking,	trust	or	other	business	with,	or	provide	debt	financing,	equity	capital	or
other	services	(including	financial	advisory	services)	to	any	Credit	Party	or	any	Affiliate	of	any	Credit	Party	(or	any	Person	engaged	in	a
similar	business	with	any	Credit	Party	or	any	Affiliate	thereof)	as	if	they	were	not	performing	the	duties	specified	herein,	and	may	accept
fees	and	other	consideration	from	any	Credit	Party	or	any	Affiliate	of	any	Credit	Party	for	services	in	connection	with	this	Agreement	and
otherwise	without	having	to	account	for	the	same	to	the	Lenders.
12.08.
Holders
.		The	Administrative	Agent	may	deem	and	treat	the	payee	of	any	Note	as	the	owner	thereof	for	all	purposes
hereof	unless	and	until	a	written	notice	of	the	assignment,	transfer	or	endorsement	thereof,	as	the	case	may	be,	shall	have	been	filed	with
the	Administrative	Agent.		Any	request,	authority	or	consent	of	any	Person	who,	at	the	time	of	making	such	request	or	giving	such
authority	or	consent,	is	the	holder	of	any	Note	shall	be	conclusive	and	binding	on	any	subsequent	holder,	transferee,	assignee	or	endorsee,
as	the	case	may	be,	of	such	Note	or	of	any	Note	or	Notes	issued	in	exchange	therefor.
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12.09.
Resignation	by	the	Administrative	Agent
.		(a)		The	Administrative	Agent	may	resign	from	the	performance	of	all	its
respective	functions	and	duties	hereunder	and/or	under	the	other	Credit	Documents	at	any	time	by	giving	20	Business	Days’	prior	written
notice	to	the	Lenders	and,	unless	a	Default	or	an	Event	of	Default	under	Section	11.05	then	exists,	the	Company.		Any	such	resignation	by
the	Administrative	Agent	hereunder	shall	also	constitute	its	resignation	as	an	Issuing	Lender	and	the	Swingline	Lender,	in	which	case	the
resigning	Administrative	Agent	(x)	shall	not	be	required	to	issue	any	further	Letters	of	Credit	or	make	any	Swingline	Loans	hereunder	and
(y)	shall	maintain	all	of	its	rights	and	obligations	as	Issuing	Lender	or	Swingline	Lender,	as	the	case	may	be,	with	respect	to	any	Letters	of
Credit	issued	by	it,	or	Swingline	Loans	made	by	it,	prior	to	the	date	of	such	resignation.		Such	resignation	shall	take	effect	upon	the
appointment	of	a	successor	Administrative	Agent	pursuant	to	clauses	(b)	and	(c)	below	or	as	otherwise	provided	below.
(b)
Upon	any	such	notice	of	resignation	by	the	Administrative	Agent,	the	Required	Lenders	shall	appoint	a	successor
Administrative	Agent	hereunder	or	under	the	other	Credit	Documents	who	shall	be	a	commercial	bank	or	trust	company	reasonably
acceptable	to	the	Company,	which	acceptance	shall	not	be	unreasonably	withheld	or	delayed	(
provided
	that	the	Company’s	approval	shall
not	be	required	if	an	Event	of	Default	then	exists).
(c)
If	a	successor	Administrative	Agent	shall	not	have	been	so	appointed	within	such	20	Business	Day	period,	the


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Administrative	Agent,	with	the	consent	of	the	Company	(which	consent	shall	not	be	unreasonably	withheld	or	delayed,	
provided
	that	the
Company’s	consent	shall	not	be	required	if	an	Event	of	Default	then	exists),	shall	then	appoint	a	successor	Administrative	Agent	who	shall
serve	as	Administrative	Agent	hereunder	or	thereunder	until	such	time,	if	any,	as	the	Required	Lenders	appoint	a	successor
Administrative	Agent	as	provided	in	clause	(b)	above.
(d)
If	no	successor	Administrative	Agent	has	been	appointed	pursuant	to	clause	(b)	or	(c)	above	by	the	25th	Business	Day
after	the	date	such	notice	of	resignation	was	given	by	the	Administrative	Agent,	the	Administrative	Agent’s	resignation	shall	become
effective	and	the	Required	Lenders	shall	thereafter	perform	all	the	duties	of	the	Administrative	Agent	hereunder	and/or	under	any	other
Credit	Document	until	such	time,	if	any,	as	the	Required	Lenders	appoint	a	successor	Administrative	Agent	as	provided	in	clause	(b)
above.
(e)
Any	fees	payable	under	this	Agreement	or	the	other	Credit	Documents	by	the	Credit	Parties	to	any	successor
Administrative	Agent	shall	be	the	same	as	those	payable	to	the	predecessor	Administrative	Agent	unless	otherwise	agreed	to	between	the
Company	and	the	successor	Administrative	Agent.
(f)
Upon	a	resignation	of	the	Administrative	Agent	pursuant	to	this	Section	12.09,	the	Administrative	Agent	shall	remain
indemnified	to	the	extent	provided	in	this	Agreement	and	the	other	Credit	Documents	and	the	provisions	of	this	Section	12	(and	the
analogous	provisions	of	the	other	Credit	Documents)	shall	continue	in	effect	for	the	benefit	of	the	Administrative	Agent	for	all	of	its	actions
and	inactions	while	serving	as	an	Agent	hereunder.
12.10.


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12.10.
Collateral	Matters
.		(a)		Each	Lender	authorizes	and	directs	the	Administrative	Agent	to	enter	into	for	the	benefit	of
the	Lenders	and	the	other	Secured	Creditors	(i)	the	Security	Documents	and,	if	applicable,	the	Intercreditor	Agreement	and	(ii)	any
amendments	provided	for	under	Section	2.14.		Each	Lender	hereby	agrees,	and	each	holder	of	any	Note	by	the	acceptance	thereof	will	be
deemed	to	agree,	that,	except	as	otherwise	set	forth	herein,	any	action	taken	by	the	Required	Lenders	in	accordance	with	the	provisions	of
this	Agreement,	the	Security	Documents	or	the	Intercreditor	Agreement,	and	the	exercise	by	the	Required	Lenders	of	the	powers	set	forth
herein	or	therein,	together	with	such	other	powers	as	are	reasonably	incidental	thereto,	shall	be	authorized	and	binding	upon	all	of	the
Lenders.		The
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Administrative	Agent	is	hereby	authorized	on	behalf	of	all	of	the	Lenders,	without	the	necessity	of	any	notice	to	or	further	consent	from
any	Lender,	from	time	to	time	prior	to	an	Event	of	Default,	to	take	any	action	with	respect	to	any	Collateral	or	Security	Documents	which
may	be	necessary	to	perfect	and	maintain	perfected	the	security	interest	in	and	liens	upon	the	Collateral	granted	pursuant	to	the	Security
Documents.
(b)
The	Lenders	hereby	authorize	the	Administrative	Agent	to	promptly	upon	the	request	of	the	Company,	and	the
Administrative	Agent	and	the	Lenders	hereby	agree	with	the	Company	to,	the	automatic	release	any	Lien	granted	to	or	held	by	the
Administrative	Agent	upon	any	Collateral	(i)	upon	termination	of	the	Total	Revolving	Loan	Commitment	(and	all	Letters	of	Credit	other
than	Letters	of	Credit	that	have	been	cash	collateralized	or	backstopped	by	another	letter	of	credit,	in	either	case	on	terms	and	pursuant
to	arrangements	reasonably	satisfactory	to	the	Administrative	Agent	and	the	respective	Issuing	Lenders	(which	arrangements,	in	any
event,	shall	require	such	cash	collateral	or	backstop	letter	of	credit	to	be	in	a	stated	amount	equal	to	at	least	102%	of	the	aggregate
Stated	Amount	of	all	Letters	of	Credit	outstanding	at	such	time)))	and	payment	and	satisfaction	of	all	of	the	Obligations	(other	than
contingent	payment	obligations	for	which	no	claim	has	been	made)	at	any	time	arising	under	or	in	respect	of	this	Agreement	or	the	Credit
Documents	or	the	transactions	contemplated	hereby	or	thereby,	(ii)		constituting	property	being	sold	or	otherwise	disposed	of	(to	Persons


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other	than	a	Credit	Party)	upon	the	sale	or	other	disposition	thereof	not	prohibited	by	this	Agreement,	(iii)	if	approved,	authorized	or
ratified	in	writing	by	the	Required	Lenders	(or	all	of	the	Lenders	hereunder,	to	the	extent	required	by	Section	
13.12
13.13
)	or	(iv)	as
otherwise	may	be	expressly	provided	in	the	relevant	Security	Documents,	the	last	sentence	of	Section	10.01	or	in	the	Intercreditor
Agreement	(if	in	effect).		Upon	request	by	the	Administrative	Agent	at	any	time,	the	Lenders	will	confirm	in	writing	the	Administrative
Agent’s	authority	to	release	particular	types	or	items	of	Collateral	pursuant	to	this	Section	12.10.
(c)
The	Administrative	Agent	shall	have	no	obligation	whatsoever	to	the	Lenders	or	to	any	other	Person	to	assure	that	the
Collateral	exists	or	is	owned	by	any	Credit	Party	or	is	cared	for,	protected	or	insured	or	that	the	Liens	granted	to	the	Administrative	Agent
herein	or	pursuant	hereto	have	been	properly	or	sufficiently	or	lawfully	created,	perfected,	protected	or	enforced	or	are	entitled	to	any
particular	priority,	or	to	exercise	or	to	continue	exercising	at	all	or	in	any	manner	or	under	any	duty	of	care,	disclosure	or	fidelity	any	of
the	rights,	authorities	and	powers	granted	or	available	to	the	Administrative	Agent	in	this	Section	12.10	or	in	any	of	the	Security
Documents,	it	being	understood	and	agreed	that	in	respect	of	the	Collateral,	or	any	act,	omission	or	event	related	thereto,	the
Administrative	Agent	may	act	in	any	manner	it	may	deem	appropriate,	in	its	sole	discretion,	given	the	Administrative	Agent’s	own	interest


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in	the	Collateral	as	one	of	the	Lenders	and	that	the	Administrative	Agent	shall	have	no	duty	or	liability	whatsoever	to	the	Lenders,	except
for	its	gross	negligence	or	willful	misconduct	(as	determined	by	a	court	of	competent	jurisdiction	in	a	final	and	non-appealable	decision).
(d)
The	Administrative	Agent	may	perform	any	and	all	of	its	duties	and	exercise	its	rights	and	powers	hereunder	or	under
any	other	Credit	Document	in	respect	of	the	Collateral	by	or	through,	or	delegate	any	and	all	such	rights	and	powers	to,	any	one	or	more
sub-agents,	trustees	or	third	parties	appointed	by	the	Administrative	Agent.		The	Administrative	Agent	(and	any	such	sub-agent,	trustee	or
third	party)	may	perform	any	and	all	of	its	duties	and	exercise	its	rights	and	powers	by	or	through	their	respective	Affiliates.		The
exculpatory	and	indemnification	provisions	of	this	Section	12	and	Section	13.01	shall	apply	to	any	such	sub-agent,	trustee	or	third	party
and	to	their	respective	Affiliates	to	the	same	extent	that	such	provisions	apply	to	the	Administrative	Agent.
(e)
The	Lenders	authorize	the	Administrative	Agent	to	promptly	upon	the	request	of	the	Company,	and	the	Administrative
Agent	and	the	Lenders	hereby	agree	with	the	Company	to	promptly,	release	the	Mortgage	and	Lien	on	any	Eligible	Real	Property	so	long
as	(i)	no	Event	of	Default	has	occurred	and	is	continuing,	(ii)	after	giving	effect	to	such	release	Excess	Availability	is	not	less	than	20%
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of	Availability	then	in	effect	and	(iii)	the	Credit	Parties	are	not	required	to	provide	a	Lien	on	such	Eligible	Real	Property	pursuant	to
Section	9.12.		Upon	such	release,	such	Real	Property	shall	no	longer	constitute	Eligible	Real	Property,	and	shall	not	be	included	in	the
U.S.	Borrowing	Base	until	such	time,	if	any,	that	the	requirements	set	forth	in	the	definition	of	Eligible	Real	Property	have	been	satisfied
with	respect	thereto.
12.11.
Delivery	of	Information
.		The	Administrative	Agent	shall	not	be	required	to	deliver	to	any	Lender	originals	or	copies
of	any	documents,	instruments,	notices,	communications	or	other	information	received	by	the	Administrative	Agent	from	any	Credit	Party,
any	Subsidiary	thereof,	the	Required	Lenders,	any	Lender	or	any	other	Person	under	or	in	connection	with	this	Agreement	or	any	other
Credit	Document	except	(a)	as	specifically	provided	in	this	Agreement	or	any	other	Credit	Document	and	(b)	as	specifically	requested	from
time	to	time	in	writing	by	any	Lender	with	respect	to	a	specific	document,	instrument,	notice	or	other	written	communication	received	by
and	in	the	possession	of	the	Administrative	Agent	at	the	time	of	receipt	of	such	request	and	then	only	in	accordance	with	such	specific
request.
12.12.
Dutch	Parallel	Debt
.		
(a)
Each	Dutch	Credit	Party	irrevocably	and	unconditionally	undertakes	to	pay	to	the	Collateral	Agent	amounts	equal	to,
and	in	the	currency	or	currencies	of,	its	Dutch	Corresponding	Debt	(such	amounts,	its	“
Dutch	Parallel	Debt
”)	on	the	terms	and	conditions
specified	in	this	Section	12.12.
(b)


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specified	in	this	Section	12.12.
(b)
The	Dutch	Parallel	Debt	of	each	Dutch	Credit	Party	(i)	shall	become	due	and	payable	at	the	same	time	as	its	Dutch
Corresponding	Debt;	and	(ii)	is	independent	and	separate	from,	and	without	prejudice	to,	its	Dutch	Corresponding	Debt.
(c)
For	purposes	of	this	Section	12.12,	the	Collateral	Agent	(i)	is	the	independent	and	separate	creditor	of	each	Dutch
Parallel	Debt;	(ii)	acts	in	its	own	name	and	not	as	agent,	representative	or	trustee	of	the	Secured	Creditors	and	its	claims	in	respect	of
each	Dutch	Parallel	Debt	shall	not	be	held	on	trust;	and	(iii)	shall	have	the	independent	and	separate	right	to	demand	payment	of	each
Dutch	Parallel	Debt	in	its	own	name	(including,	through	any	suit,	execution,	enforcement	of	security,	recovery	of	guarantees	and
applications	for	and	voting	in	any	kind	of	insolvency	proceeding).
(d)
The	Dutch	Parallel	Debt	of	each	Dutch	Credit	Party	shall	be	(i)	decreased	to	the	extent	that	its	Dutch	Corresponding
Debt	has	been	irrevocably	and	unconditionally	paid	or	discharged,	and	(ii)	increased	to	the	extent	to	that	its	Dutch	Corresponding	Debt
has	increased,	and	the	Dutch	Corresponding	Debt	of	each	Dutch	Credit	Party	shall	be	(x)	decreased	to	the	extent	that	its	Dutch	Parallel
Debt	has	been	irrevocably	and	unconditionally	paid	or	discharged,	and	(y)	increased	to	the	extent	that	its	Dutch	Parallel	Debt	has
increased,	in	each	case	provided	that	the	Dutch	Parallel	Debt	of	a	Dutch	Credit	Party	shall	never	exceed	its	Dutch	Corresponding	Debt.


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(e)
Each	Dutch	Credit	Party	may	not	pay	any	of	its	Dutch	Parallel	Debt	other	than	at	the	instruction	of,	and	in	the	manner
determined	by,	the	Collateral	Agent.		Without	prejudice	to	the	preceding	sentence,	each	Dutch	Credit	Party	shall	be	obliged	to	pay	the
Dutch	Parallel	Debt	(or	if	such	Dutch	Credit	Party's	Dutch	Corresponding	Debt	is	due	at	different	times,	an	amount	of	the	relevant	Dutch
Parallel	Debt	corresponding	to	its	relevant	Dutch	Corresponding	Debt)	only	when	its	relevant	Dutch	Corresponding	Debt	has	become	due.
(f)
All	parties	to	this	Agreement	have	acknowledged	and	agreed	with	and/or	shall	acknowledge	and	agree	with	the
provisions	of	this	Section	12.12.
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(g)
For	the	avoidance	of	doubt,	each	Dutch	Credit	Party	and	the	Collateral	Agent	acknowledge	and	agree	that	the	rules
applicable	in	respect	of	common	property	(
gemeenschap
)	do	not	apply,	whether	or	not	by	analogy,	to	the	relation	between	any	relevant
parties	to	the	relevant	Dutch	Security	Agreement	as	a	result	of	the	provisions	in	this	Section	12.12.
(h)
All	amounts	received	or	recovered	by	the	Collateral	Agent	in	connection	with	this	Section	12.12,	to	the	extent
permitted	by	applicable	law,	shall	be	applied	in	accordance	with	Section	
	13.06
13.07
.
(i)
This	Section	12.12	applies	for	the	purpose	of	determining	the	Secured	Obligations	in	each	Dutch	Security	Agreement.
12.13.
Real	Property	Appraisal
.		At	the	request	of	the	Company,	the	Administrative	Agent	shall	obtain,	at	the	sole	cost	and
expense	of	the	Company,	promptly	upon	request,	a	Real	Property	Appraisal.
12.14.
Certain	ERISA	Matters.
		
(a)
Each	Lender	(x)	represents	and	warrants,	as	of	the	date	such	Person	became	a	Lender	party	hereto,	to,	and	(y)
covenants,	from	the	date	such	Person	became	a	Lender	party	hereto	to	the	date	such	Person	ceases	being	a	Lender	party	hereto,	for	the
benefit	of,	the	Administrative	Agent	and	the	Arrangers,	and	not,	for	the	avoidance	of	doubt,	to	or	for	the	benefit	of	any	Borrower	or	any
other	Credit	Party,	that	at	least	one	of	the	following	is	and	will	be	true:
(i)
such	Lender	is	not	using	“plan	assets”	(within	the	meaning	of	Section	3(42)	of	ERISA	or	otherwise)	of	one	or


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more	Benefit	Plans	with	respect	to	such	Lender’s	entrance	into,	participation	in,	administration	of	and	performance	of	the
Loans,	the	Letters	of	Credit	or	this	Agreement,
(ii)
the	transaction	exemption	set	forth	in	one	or	more	PTEs,	such	as	PTE	84-14	(a	class	exemption	for	certain
transactions	determined	by	independent	qualified	professional	asset	managers),	PTE	95-60	(a	class	exemption	for	certain
transactions	involving	insurance	company	general	accounts),	PTE	90-1	(a	class	exemption	for	certain	transactions	involving
insurance	company	pooled	separate	accounts),	PTE	91-38	(a	class	exemption	for	certain	transactions	involving	bank	collective
investment	funds)	or	PTE	96-23	(a	class	exemption	for	certain	transactions	determined	by	in-house	asset	managers),	is
applicable	with	respect	to	such	Lender’s	entrance	into,	participation	in,	administration	of	and	performance	of	the	Loans,	the
Letters	of	Credit	and	this	Agreement,
(iii)
(A)	such	Lender	is	an	investment	fund	managed	by	a	“Qualified	Professional	Asset	Manager”	(within	the
meaning	of	Part	VI	of	PTE	84-14),	(B)	such	Qualified	Professional	Asset	Manager	made	the	investment	decision	on	behalf	of
such	Lender	to	enter	into,	participate	in,	administer	and	perform	the	Loans,	the	Letters	of	Credit,	the	Commitments	and	this
Agreement,	(C)	the	entrance	into,	participation	in,	administration	of	and	performance	of	the	Loans,	the	Letters	of	Credit,	the
Commitments	and	this	Agreement	satisfies	the	requirements	of	sub-sections	(b)	through	(g)	of	Part	I	of	PTE	84-14	and	(D)	to	the
best	knowledge	of	such	Lender,	the	requirements	of	subsection	(a)	of	Part	I	of	PTE	84-14	are	satisfied	with	respect	to	such


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Lender’s	entrance	into,	participation	in,	administration	of	and	performance	of	the	Loans,	the	Letters	of	Credit	and	this
Agreement,	or
(iv)
such	other	representation,	warranty	and	covenant	as	may	be	agreed	in	writing	between	the	Administrative
Agent,	in	its	sole	discretion,	and	such	Lender.
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(b)
In	addition,	unless	sub-clause	(i)	in	the	immediately	preceding	clause	(a)	is	true	with	respect	to	a	Lender	or	such
Lender	has	provided	another	representation,	warranty	and	covenant	in	accordance	with	sub-clause	(iv)	in	the	immediately	preceding
clause	(a),	such	Lender	further	(x)	represents	and	warrants,	as	of	the	date	such	Person	became	a	Lender	party	hereto,	to,	and
(y)	covenants,	from	the	date	such	Person	became	a	Lender	party	hereto	to	the	date	such	Person	ceases	being	a	Lender	party	hereto,	for
the	benefit	of	the	Administrative	Agent	and	the	Arrangers,	and	not,	for	the	avoidance	of	doubt,	to	or	for	the	benefit	of	any	Borrower	or	any
other	Credit	Party,	that	the	Administrative	Agent	is	not	a	fiduciary	with	respect	to	the	assets	of	such	Lender	involved	in	such	Lender’s
entrance	into,	participation	in,	administration	of	and	performance	of	the	Loans,	the	Letters	of	Credit	and	this	Agreement	(including	in
connection	with	the	reservation	or	exercise	of	any	rights	by	the	Administrative	Agent	under	this	Agreement,	any	Credit	Document	or	any
documents	related	hereto	or	thereto).
SECTION	13.
Miscellaneous
.
13.01.
Payment	of	Expenses,	etc
.
.		
		Subject	to	Section	14.07,	the	Borrowers	hereby	jointly	and	severally	agree	to:		(a)
whether	or	not	the	transactions	herein	contemplated	are	consummated,	pay	all	reasonable	and	documented	out-of-pocket	costs	and
expenses	(including	Expenses)	(i)	of	the	Administrative	Agent	(including	the	reasonable	and	documented	fees	and	disbursements	of


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Simpson	Thacher	&	Bartlett	LLP	as	counsel	to	the	Administrative	Agent,	one	local	counsel	in	each	relevant	jurisdiction	and	consultants
and	the	reasonable	and	documented	fees	and	expenses	in	connection	with	the	appraisals	and	collateral	examinations	required	pursuant	to
Section	9.01(j))	in	connection	with	the	preparation,	execution,	delivery	and	administration	of	this	Agreement	and	the	other	Credit
Documents	and	the	documents	and	instruments	referred	to	herein	and	therein	and	any	amendment,	waiver	or	consent	relating	hereto	or
thereto,	(ii)	of	the	Administrative	Agent	and	its	Affiliates	in	connection	with	their	syndication	efforts	with	respect	to	this	Agreement,	(iii)	of
the	Administrative	Agent	and	each	Issuing	Lender	in	connection	with	the	Letter	of	Credit	Back-Stop	Arrangements	entered	into	by	such
Persons	and	(iv)	after	the	occurrence	and	during	the	continuance	of	an	Event	of	Default,	of	each	of	the	Administrative	Agent,	the	Issuing
Lenders,	the	Swingline	Lender	and	the	other	Lenders	in	connection	with	the	enforcement	of	this	Agreement	and	the	other	Credit
Documents	and	the	documents	and	instruments	referred	to	herein	and	therein	or	in	connection	with	any	refinancing	or	restructuring	of
the	credit	arrangements	provided	under	this	Agreement	in	the	nature	of	a	“work-out”	or	pursuant	to	any	insolvency	or	bankruptcy
proceedings	(including	the	reasonable	and	documented	fees	and	disbursements	of	(x)	counsel	and	consultants	of	the	Administrative	Agent,
(y)	counsel	for	the	respective	Issuing	Lenders	entering	into	Letter	of	Credit	Backstop	Arrangements	and	(z)	one	additional	firm	of	counsel
for	the	Issuing	Lenders,	the	Swingline	Lender	and	the	other	Lenders	as	a	group	in	each	of	the	United	States	and	the	Netherlands);	and	(b)


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indemnify	the	Arrangers,	the	Administrative	Agent,	the	Collateral	Agent,	the	Syndication	Agents,	the	Co-Documentation	Agents,	each
Issuing	Lender,	the	Swingline	Lender,	each	other	Lender	and	each	of	their	respective	affiliates,	and	each	of	their		and	their	affiliates’
respective	officers,	directors,	partners,	employees,	representatives,	agents,	trustees	and	investment	advisors	(each,	an	“
Indemnified
Person
”)	from	and	hold	each	of	them	harmless	against	any	and	all	liabilities,	obligations,	losses,	damages,	penalties,	claims,	actions
(including	removal	or	remedial	actions),	judgments,	suits,	costs,	expenses	and	disbursements	(including	reasonable	and	documented	out-
of-pocket	attorneys’	and	consultants’	fees	and	disbursements	(but	limited,	in	the	case	of	attorneys’	fees	and	disbursements,	to	one	counsel
to	the	Indemnified	Persons,	taken	as	a	whole,	one	local	counsel	for	the	Indemnified	Persons,	taken	as	a	whole,	in	each	relevant
jurisdiction,	and,	solely	in	the	case	of	an	actual	or	perceived	conflict	of	interests,	one	additional	counsel	in	each	relevant	jurisdiction	to
each	group	of	affected	Indemnified	Persons	similarly	situated,	taken	as	a	whole))	incurred	by,	imposed	on	or	assessed	against	any	of	them
as	a	result	of,	or	arising	out	of,	or	in	any	way	related	to,	or	by	reason	of,	(i)	any	investigation,	litigation	or	other	proceeding	(whether	or
not	the	Arrangers,	the	Administrative	Agent,	the	Collateral	Agent,	the	Syndication	Agents,	the	Co-Documentation	Agents,	any	Issuing
Lender,	the	Swingline	Lender	or	any
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other	Lender	is	a	party	thereto	and	whether	or	not	such	investigation,	litigation	or	other	proceeding	is	brought	by	or	on	behalf	of	any
Credit	Party)	related	to	the	entering	into	and/or	performance	of	this	Agreement	or	any	other	Credit	Document	or	the	issuance,
amendment,	renewal,	extension	or	use	of	any	Letter	of	Credit	or	the	proceeds	of	any	Loans	or	Letters	of	Credit	hereunder	(including	any
refusal	by	any	Issuing	Lender	to	honor	a	demand	for	payment	under	a	Letter	of	Credit	if	the	documents	presented	in	connection	with	such
demand	do	not	strictly	comply	with	the	terms	of	such	Letter	of	Credit)	or	the	consummation	of	the	Transaction	or	any	other	transactions
contemplated	herein	or	in	any	other	Credit	Document	or	the	exercise	of	any	of	their	rights	or	remedies	provided	herein	or	in	the	other
Credit	Documents,	(ii)	the	actual	or	alleged	presence	of	Hazardous	Materials	in	the	air,	surface	water	or	groundwater	or	on	the	surface	or
subsurface	of	any	Real	Property	at	any	time	owned,	leased	or	operated	by	the	Company	or	any	of	its	Subsidiaries,	the	generation,	storage,
transportation,	handling	or	disposal	of	Hazardous	Materials	by	the	Company	or	any	of	its	Subsidiaries	at	any	location,	whether	or	not
owned,	leased	or	operated	by	the	Company	or	any	of	its	Subsidiaries,	the	non-compliance	by	the	Company	or	any	of	its	Subsidiaries	with
any	Environmental	Law	(including	applicable	permits	thereunder)	applicable	to	any	Real	Property,	or	any	Environmental	Claim	asserted


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string_value:
against	the	Company,	any	of	its	Subsidiaries	or	any	Real	Property	at	any	time	owned,	leased	or	operated	by	the	Company	or	any	of	its
Subsidiaries,	(iii)	(x)	the	handling	of	the	Credit	Account	and	Collateral	of	the	Borrowers	as	provided	in	this	Agreement	or	(y)	the	Agents’,
the	Swingline	Lender’s,	the	Issuing	Lenders’	and	the	other	Lenders’	relying	on	any	instructions	of	the	Company,	or	(z)	any	other	action
taken	by	the	Agents,	the	Swingline	Lender,	the	Issuing	Lenders	or	the	other	Lenders	hereunder	or	under	the	other	Credit	Documents	or	in
respect	of	any	Letter	of	Credit,	or	(iv)	the	performance	by	the	Administrative	Agent	of	its	duties	under	Section	13.15	including,	in	each
case	and	subject	to	the	limitations	set	forth	in	this	Section,	the	reasonable	and	documented	out-of-pocket	fees	and	disbursements	of
counsel	and	other	consultants	incurred	in	connection	with	any	such	investigation,	litigation	or	other	proceeding	(but,	in	each	case,
excluding	from	clause	(b)	above,	any	losses,	liabilities,	claims,	damages	or	expenses	(A)	to	the	extent	incurred	by	reason	of	the	gross
negligence	or	willful	misconduct	of	the	Indemnified	Person	to	be	indemnified	(as	determined	by	a	court	of	competent	jurisdiction	in	a	final
and	non-appealable	decision),	(B)	constituting	taxes	(other	than	any	taxes	that	represent	losses,	liabilities,	claims,	damages	or	expenses
arising	from	any	non-tax	claim)	or	(C)	arising	out	of	disputes	solely	between	and	among	Indemnified	Persons	to	the	extent	such	disputes


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do	not	involve	any	act	or	omission	of	the	Company	or	any	of	its	Subsidiaries	or	any	of	their	respective	Affiliates	(other	than	claims	against
an	Indemnified	Person	acting	in	its	capacity	as	Agent,	Arranger,	Swingline	Lender,	Issuing	Lender	or	similar	role)).		To	the	extent	that	the
undertaking	to	indemnify,	pay	or	hold	harmless	the	Administrative	Agent,	any	Issuing	Lender,	the	Swingline	Lender	or	any	other	Lender
set	forth	in	the	preceding	sentence	may	be	unenforceable	because	it	is	violative	of	any	law	or	public	policy,	the	Borrowers	(jointly	and
severally)	shall	make	the	maximum	contribution	to	the	payment	and	satisfaction	of	each	of	the	indemnified	liabilities	which	is	permissible
under	applicable	law
.
To	the	full	extent	permitted	by	applicable	law,	no	Borrower	or	Indemnified	Person	shall	assert,	and	each	hereby	waives,	any
claim	against	any	Borrower	or	any	Indemnified	Person,	on	any	theory	of	liability,	for	special,	indirect,	consequential	or	incidental	damages
(as	opposed	to	direct	or	actual	damages)	arising	out	of,	in	connection	with,	or	as	a	result	of,	this	Agreement,	any	other	Credit	Document	or
any	agreement	or	instrument	contemplated	hereby	or	thereby,	the	transactions	contemplated	hereby	or	thereby,	any	Loan,	Letter	of
Credit	or	the	use	of	the	proceeds	thereof;	
provided
	that	nothing	in	this	sentence	shall	limit	any	Borrower’s	indemnification	obligations	to
the	extent	such	special,	indirect,	consequential	or	incidental	damages	are	included	in	any	third-party	claim	against	an	Indemnified	Person


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in	connection	with	which	such	Indemnified	Person	is	otherwise	entitled	to	indemnification	under	this	Agreement	or	any	other	Credit
Document.		No	Indemnified	Person	shall	be	liable	for	any	damages	arising	from	the	use	by	unintended	recipients	of	any	information	or
other	materials	distributed	by	it	through	telecommunications,	electronic	or	other	information	transmission	systems	in	connection	with	this
Agreement	or	the	other	Credit	Documents	or	the	transactions	contemplated	hereby	or	thereby,	except	to	the	extent	the	liability	of	such
Indemnified	Person	results	from	such	Indemnified	Person’s	gross
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negligence	or	willful	misconduct	(as	determined	by	a	court	of	competent	jurisdiction	in	a	final	and	non-appealable	decision).		In	addition,
the	U.S.	Borrowers	jointly	and	severally	agree	to	reimburse	the	Administrative	Agent	for	all	reasonable	and	documented	out-of-pocket
third-party	administrative,	audit	and	monitory	expenses	incurred	in	connection	with	the	Borrowing	Base	and	determinations	thereunder.
13.02.
Right	of	Setoff
.		(a)		In	addition	to	any	rights	now	or	hereafter	granted	under	applicable	law	or	otherwise,	and	not
by	way	of	limitation	of	any	such	rights,	upon	the	occurrence	and	during	the	continuance	of	an	Event	of	Default,	the	Administrative	Agent,
each	Issuing	Lender	and	each	Lender	is	hereby	authorized	at	any	time	or	from	time	to	time,	without	presentment,	demand,	protest	or
other	notice	of	any	kind	to	any	Credit	Party	or	to	any	other	Person,	any	such	notice	being	hereby	expressly	waived	to	the	extent	permitted
by	applicable	law,	to	set	off	and	to	appropriate	and	apply	any	and	all	deposits	(general	or	special)	and	any	other	Indebtedness	at	any	time
held	or	owing	by	the	Administrative	Agent,	such	Issuing	Lender	or	such	Lender	(including	by	affiliates,	branches	and	agencies	of	the
Administrative	Agent,	such	Issuing	Lender	or	such	Lender	wherever	located)	to	or	for	the	credit	or	the	account	of	any	U.S.	Credit	Party	or
any	Dutch	Credit	Party	
or	any	UK	Credit	Party
	
against	and	on	account	of	the	Obligations	and	liabilities	of	the	U.S.	Credit	Parties	or	the
Dutch	Credit	Parties
	or	the	UK	Credit	Parties


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or	the	UK	Credit	Parties
,	respectively,	to	the	Administrative	Agent,	such	Issuing	Lender	or	such	Lender	under	this
Agreement	or	under	any	of	the	other	Credit	Documents,	including	all	interests	in	Obligations	purchased	by	such	Lender	pursuant	to
Section	
13.04
13.05
(b),	and	all	other	claims	of	any	nature	or	description	arising	out	of	or	connected	with	this	Agreement	or	any	other
Credit	Document,	irrespective	of	whether	or	not	the	Administrative	Agent,	such	Issuing	Lender	or	such	Lender	shall	have	made	any
demand	hereunder	and	although	said	Obligations,	liabilities	or	claims,	or	any	of	them,	shall	be	contingent	or	unmatured;	
provided
	that	no
amounts	received	from,	or	set	off	with	respect	to,	any	Guarantor	shall	be	applied	to	any	Excluded	Swap	Obligations	of	such
Guarantor.		Each	of	the	Administrative	Agent,	any	Issuing	Lender	or	any	Lender	agrees	to	promptly	notify	the	Company	after	any	such	set-
off	and	application	made	by	the	Administrative	Agent,	such	Issuing	Lender	or	such	Lender,	as	applicable,	although	the	failure	to	provide
such	notification	shall	not	affect	any	right	of	set-off	or	give	rise	to	any	liability	on	the	part	of	the	Administrative	Agent,	any	Issuing	Lender
or	any	Lender.
(b)
NOTWITHSTANDING	THE	FOREGOING	SUBSECTION	(a),	AT	ANY	TIME	THAT	THE	LOANS	OR	ANY	OTHER
OBLIGATION	SHALL	BE	SECURED	BY	REAL	PROPERTY	LOCATED	IN	CALIFORNIA,	NO	LENDER	SHALL	EXERCISE	A	RIGHT
OF	SETOFF,	LIEN	OR	COUNTERCLAIM	OR	TAKE	ANY	COURT	OR	ADMINISTRATIVE	ACTION	OR	INSTITUTE	ANY


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PROCEEDING	TO	ENFORCE	ANY	PROVISION	OF	THIS	AGREEMENT	OR	ANY	NOTE	UNLESS	IT	IS	TAKEN	WITH	THE
CONSENT	OF	THE	REQUIRED	LENDERS	OR	APPROVED	IN	WRITING	BY	THE	ADMINISTRATIVE	AGENT,	IF	SUCH	SETOFF
OR	ACTION	OR	PROCEEDING	WOULD	OR	MIGHT	(PURSUANT	TO	CALIFORNIA	CODE	OF	CIVIL	PROCEDURE	SECTIONS
580a,	580b,	580d	AND	726	OF	THE	CALIFORNIA	CODE	OF	CIVIL	PROCEDURE	OR	SECTION	2924	OF	THE	CALIFORNIA
CIVIL	CODE,	IF	APPLICABLE,	OR	OTHERWISE)	AFFECT	OR	IMPAIR	THE	VALIDITY,	PRIORITY	OR	ENFORCEABILITY	OF
THE	LIENS	GRANTED	TO	THE	COLLATERAL	AGENT	PURSUANT	TO	THE	SECURITY	DOCUMENTS	OR	THE
ENFORCEABILITY	OF	THE	NOTES	AND	OTHER	OBLIGATIONS	HEREUNDER,	AND	ANY	ATTEMPTED	EXERCISE	BY	ANY
LENDER	OF	ANY	SUCH	RIGHT	WITHOUT	OBTAINING	SUCH	CONSENT	OF	THE	REQUIRED	LENDERS	OR	THE
ADMINISTRATIVE	AGENT	SHALL	BE	NULL	AND	VOID.		THIS	SUBSECTION	(b)	SHALL	BE	SOLELY	FOR	THE	BENEFIT	OF
EACH	OF	THE	LENDERS	AND	THE	ADMINISTRATIVE	AGENT	HEREUNDER.
13.03.
Notices
.		(a)		Except	as	otherwise	expressly	provided	herein,	all	notices	and	other	communications	provided	for
hereunder	shall	be	in	writing	(including	telecopier	communication)	and	mailed,	emailed,	telecopied,	or	delivered:		if	to	any	Credit	Party,	at
the	address	specified	opposite	its
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signature	below	or	in	the	other	relevant	Credit	Documents;	if	to	any	Lender,	at	its	address	specified	on	Schedule	13.03;	and	if	to	the
Administrative	Agent	or	the	Collateral	Agent,	at	the	Notice	Office;	or,	as	to	any	Credit	Party	or	the	Administrative	Agent,	at	such	other
address	as	shall	be	designated	by	such	party	in	a	written	notice	to	the	other	parties	hereto	and,	as	to	each	Lender,	at	such	other	address
as	shall	be	designated	by	such	Lender	in	a	written	notice	to	the	Company	and	the	Administrative	Agent.		All	such	notices	and
communications	shall,	when	mailed,	emailed,	telecopied,	or	sent	by	overnight	courier,	be	effective	when	received.
(b)
Notices	and	other	communications	to	the	Lenders	hereunder	may	be	delivered	or	furnished	by	electronic
communications	pursuant	to	procedures	approved	by	the	Administrative	Agent;	
provided
	that	the	foregoing	shall	not	apply	to	notices
pursuant	to	Section	2	unless	otherwise	agreed	by	the	Administrative	Agent	and	the	applicable	Lender.		Each	of	the	Administrative	Agent,
the	Company	and	each	of	the	other	Credit	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.
13.04.
Foreign	Taxes.
(a)
All	amounts	(including	costs	and	expenses)	expressed	to	be	payable	under	a	Credit	Document	by	any	Credit	Party	to	a
Lender	or	the	Administrative	Agent	which	(in	whole	or	in	part)	constitute	the	consideration	for	any	supply	for	Foreign	Tax	purposes	are


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string_value:
deemed	to	be	exclusive	of	any	Foreign	Tax	which	is	chargeable	on	that	supply.	If	Foreign	Tax	is	or	becomes	chargeable	on	any	supply	by
any	Lender	or	the	Administrative	Agent	to	any	Credit	Party	under	a	Credit	Document	and	such	Lender	or	Administrative	Agent	is	required
to	account	to	the	relevant	tax	authority	for	the	Foreign	Tax,	that	Credit	Party	must	pay	to	such	Lender	or	Administrative	Agent,	as	the
case	may	be,	(in	addition	to	any	other	consideration	for	such	supply)	an	amount	equal	to	the	amount	of	the	Foreign	Tax	upon	receipt	by
the	Credit	Party	of	a	valid	Foreign	Tax	invoice.
(b)
If	Foreign	Tax	is	or	becomes	chargeable	on	any	supply	made	by	any	Lender	or	the	Administrative	Agent	(the
“Supplier”)	to	any	other	Lender	or	the	Administrative	Agent	(the	“Recipient”)	under	a	Credit	Document,	and	any	party	other	than	the
Recipient	(the	“Relevant	Party”)	is	required	by	the	terms	of	any	Credit	Document	to	pay	an	amount	equal	to	the	consideration	for	that
supply	to	the	Supplier	(rather	than	being	required	to	reimburse	or	indemnify	the	Recipient	in	respect	of	that	consideration):
(i)
(where	the	Supplier	is	the	Person	required	to	account	to	the	relevant	tax	authority	for	the	Foreign	Tax)	the
Relevant	Party	must	also	pay	to	the	Supplier	(at	the	same	time	as	paying	that	amount)	an	additional	amount	equal	to	the
amount	of	the	Foreign	Tax;	and
(ii)
(where	the	Recipient	is	the	Person	required	to	account	to	the	relevant	tax	authority	for	the	Foreign		Tax)	the
Relevant	Party	must	promptly,	following	demand	from	the	Recipient,	pay	to	the	Recipient	an	amount	equal	to	the	Foreign	Tax
chargeable	on	that	supply.
(c)


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chargeable	on	that	supply.
(c)
Where	a	Credit	Document	requires	any	party	to	reimburse	or	indemnify	a	Lender	or	the	Administrative	Agent	for	any
cost	or	expense,	that	party	shall	reimburse	or	indemnify	(as	the	case	may	be)	such	Lender	or	Administrative	Agent	for	the	full	amount	of
such	cost	or	expense,	including	such	part	thereof	as	represents	Foreign	Tax,	save	to	the	extent	that	such	Lender	or	Administrative	Agent
reasonably	determines	that	it	is	entitled	to	credit	or	repayment	in	respect	of	such	Foreign	Tax	from	the	relevant	tax	authority.
(d)
Any	reference	in	this	Section	13.04	to	any	party	shall,	at	any	time	when	such	party	is	treated	as	a	member	of	a	group
for	Foreign	Tax	purposes,	include	(where	appropriate	and	unless	the
184


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context	otherwise	requires)	a	reference	to	the	representative	member	of	such	group	at	such	time	(the	term	“representative	member”	to
have	the	same	meaning	as	in	the	Value	Added	Tax	Act	1994).
13.04
13.05
.
Benefit	of	Agreement;	Assignments;	Participations
.		(a)		This	Agreement	shall	be	binding	upon	and	inure	to
the	benefit	of	and	be	enforceable	by	the	respective	successors	and	assigns	of	the	parties	hereto;	
provided
,	
however
,	neither	the	Company
nor	any	other	Borrower	may	assign	or	transfer	any	of	their	rights,	obligations	or	interest	hereunder	without	the	prior	written	consent	of
the	Lenders	except	as	permitted	by	Section	10.02	and	except	for	any	assignment	from	any	Dutch	Borrower	to	the	Company	expressly
contemplated	by	Section	2.10(
e
f)	or	from	any	UK	Borrower	to	the	Company	expressly	contemplated	by	Section	2.10(g
)	and,	
provided
further
,	that,	although	any	Lender	may	grant	participations	to	Eligible	Transferee
s
	in	its	rights	hereunder,	such	Lender	shall	remain	a
“Lender”	for	all	purposes	hereunder	(and	may	not	transfer	or	assign	all	or	any	portion	of	its	Revolving	Loan	Commitment	hereunder
except	as	provided	in	Sections	2.13	and	
13.04
13.05
(b))	and	the	participant	shall	not	constitute	a	“Lender”	hereunder	and,	
provided
further
,	that	no	Lender	shall	transfer	or	grant	any	participation	under	which	the	participant	shall	have	rights	to	approve	any	amendment


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to	or	waiver	of	this	Agreement	or	any	other	Credit	Document	except	to	the	extent	such	amendment	or	waiver	would	(i)	extend	the	final
scheduled	maturity	of	any	Loan,	Note	or	Letter	of	Credit	(unless	such	Letter	of	Credit	is	not	extended	beyond	the	Final	Maturity	Date	or	is
otherwise	cash	collateralized	in	accordance	with	the	terms	hereof)	in	which	such	participant	is	participating,	or	reduce	the	rate	or	extend
the	time	of	payment	of	interest	or	Fees	thereon	(except	in	connection	with	a	waiver	of	applicability	of	any	post-default	increase	in	interest
rates)	or	reduce	the	principal	amount	thereof	(it	being	understood	that	any	amendment	or	modification	to	the	financial	definitions	in	this
Agreement,	to	Section	13.07(a)	or	as	contemplated	in	clause	(6)	of	the	second	proviso	of	Section	
13.12
13.13
(a)	shall	not	constitute	a
reduction	in	the	rate	of	interest	or	Fees	payable	hereunder),	or	increase	the	amount	of	the	participant’s	participation	over	the	amount
thereof	then	in	effect	(it	being	understood	that	a	waiver	of	any	Default	or	Event	of	Default	or	of	a	mandatory	reduction	in	the	Total
Revolving	Loan	Commitment	shall	not	constitute	a	change	in	the	terms	of	such	participation,	and	that	an	increase	in	any	Revolving	Loan
Commitment	(or	the	available	portion	thereof)	or	Loan	shall	be	permitted	without	the	consent	of	any	participant	if	the	participant’s
participation	is	not	increased	as	a	result	thereof),	(ii)	consent	to	the	assignment	or	transfer	by	any	Borrower	of	any	of	its	rights	and
obligations	under	this	Agreement	or	(iii)	release	all	or	substantially	all	of	the	Collateral	under	any	or	all	of	the	Security	Documents	(except


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as	expressly	provided	in	the	Credit	Documents)	or	all	or	substantially	all	of	the	value	of	the	Guaranty	(except	as	expressly	provided	in	the
Credit	Documents)	supporting	the	Loans	or	Letters	of	Credit	hereunder	in	which	such	participant	is	participating.		The	Borrowers	agree
that	each	participant	shall	be	entitled	to	the	benefits	of	Sections	2.10,	3.06,	2.11	and	5.04	(subject	to	the	requirements	and	limitations
therein,	including	the	requirements	under	Section	5.04(e)	(it	being	understood	that	the	documentation	required	under	Section	5.04(e)
shall	be	delivered	to	the	participating	Lender))	to	the	same	extent	as	if	it	were	a	Lender	and	had	acquired	its	interest	by	assignment
pursuant	to	paragraph	(b)	of	this	Section;	
provided
	that	such	participant	(A)	agrees	to	be	subject	to	the	provisions	of	Sections	2.12(b)	and
2.13	as	if	it	were	an	assignee	under	paragraph	(b)	of	this	Section;	and	(B)	shall	not	be	entitled	to	receive	any	greater	payment	under
Sections	2.10,	3.06	or	5.04,	with	respect	to	any	participation,	than	its	participating	Lender	would	have	been	entitled	to	receive,	unless	the
sale	of	the	participation	to	such	Participant	is	made	with	the	Borrowers’	prior	written	consent	(not	to	be	unreasonably	withheld	or
delayed).		Each	Lender	that	sells	a	participation	agrees,	at	the	Borrowers’	request	and	expense,	to	use	reasonable	efforts	to	cooperate
with	the	Borrowers	to	effectuate	the	provisions	of	Section	2.13	with	respect	to	any	Participant.
(b)
Notwithstanding	the	foregoing,	any	Lender	(or	any	Lender	together	with	one	or	more	other	Lenders)	may	(x)	assign	all


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or	a	portion	of	its	Revolving	Loan	Commitment	and	related	outstanding	Obligations	(or,	if	the	Revolving	Loan	Commitment	has
terminated,	outstanding	Obligations)	hereunder	to	(i)	(A)	its	parent	company	and/or	any	affiliate	of	such	Lender	which	is	at	least	50%
owned	by	such	Lender	or	its	parent	company	or	(B)	to	one	or	more	other	Lenders	or	any	affiliate	of	any	such	other
185


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Lender	which	is	at	least	50%	owned	by	such	other	Lender	or	its	parent	company	(
provided
	that	any	fund	that	invests	in	loans	and	is
managed	or	advised	by	the	same	investment	advisor	of	another	fund	which	is	a	Lender	(or	by	an	Affiliate	of	such	investment	advisor)	shall
be	treated	as	an	affiliate	of	such	other	Lender	for	the	purposes	of	this	sub-clause	(x)(i)(B)),	
provided
,	that	no	such	assignment	may	be
made	to	any	such	Person	that	is,	or	would	at	such	time	constitute,	a	Defaulting	Lender	or	(ii)	in	the	case	of	any	Lender	that	is	a	fund	that
invests	in	loans,	any	other	fund	that	invests	in	loans	and	is	managed	or	advised	by	the	same	investment	advisor	of	any	Lender	or	by	an
Affiliate	of	such	investment	advisor	or	(y)	assign	all,	or	if	less	than	all,	a	portion	equal	to	at	least	$5,000,000	(or	such	lesser	amount	as	the
Administrative	Agent	and	the	Company	may	otherwise	agree)	in	the	aggregate	for	the	assigning	Lender	or	assigning	Lenders,	of	such
Revolving	Loan	Commitments	and	related	outstanding	Obligations	(or,	if	the	Revolving	Loan	Commitments	have	terminated,	outstanding
Obligations)	hereunder	to	one	or	more	Eligible	Transferees,	each	of	which	assignees	shall	become	a	party	to	this	Agreement	as	a	Lender
by	execution	of	an	Assignment	and	Assumption	Agreement,	
provided
	that	(i)	at	such	time,	Schedule	1.01(a)	shall	be	deemed	modified	to
reflect	the	Revolving	Loan	Commitments	and/or	outstanding	Revolving	Loans,	as	the	case	may	be,	of	such	new	Lender	and	of	the	existing


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string_value:
Lenders,	(ii)	upon	the	surrender	of	any	Notes	by	the	assigning	Lender	(or,	upon	such	assigning	Lender’s	indemnifying	the	relevant
Borrower	or	Borrowers	for	any	lost	Note	pursuant	to	a	customary	indemnification	agreement)	new	Notes	will	be	issued,	at	the	Borrowers’
joint	and	several	expense,	to	such	new	Lender	and	to	the	assigning	Lender	upon	the	request	of	such	new	Lender	or	assigning	Lender,	such
new	Notes	to	be	in	conformity	with	the	requirements	of	Section	2.05	(with	appropriate	modifications)	to	the	extent	needed	to	reflect	the
revised	Revolving	Loan	Commitments	and/or	outstanding	Revolving	Loans,	as	the	case	may	be,	(iii)	so	long	as	no	Event	of	Default	then
exists,	the	consent	of	the	Company	shall	be	required	in	connection	with	any	such	assignment	pursuant	to	clause	(y)	above	(such	consent,
in	any	case,	not	to	be	unreasonably	withheld,	delayed	or	conditioned),	
provided
	that	the	Company	shall	be	deemed	to	have	consented	to
any	such	assignment	unless	it	shall	object	thereto	by	written	notice	to	the	Administrative	Agent	within	ten	Business	Days	after	having
received	notice	thereof,	(iv)	the	consent	of	the	Administrative	Agent,	each	Issuing	Lender	and	the	Swingline	Lender	shall	be	required	in
connection	with	any	such	assignment	of	Revolving	Loan	Commitments	(and	related	Obligations)	(such	consent,	in	any	case,	not	to	be
unreasonably	withheld,	delayed	or	conditioned),	(v)	the	Administrative	Agent	shall	receive	at	the	time	of	each	such	assignment,	from	the
assigning	or	assignee	Lender,	the	payment	of	a	non-refundable	assignment	fee	of	$3,500	(
provided


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string_value:
provided
	that	only	one	such	fee	shall	be	payable
in	the	case	of	one	or	more	concurrent	assignments	by	or	to	investment	funds	managed	or	advised	by	the	same	investment	advisor	or	an
affiliated	investment	advisor;	
provided
	
further
	that	the	Administrative	Agent	may	waive	the	payment	of	such	fee	in	its	sole	discretion),	and
(vi)	no	such	transfer	or	assignment	will	be	effective	until	recorded	by	the	Administrative	Agent	on	the	Register	pursuant	to	Section
13.15
13.16
;	
provided
	in	all	cases	that	the	transferee	Lender	does	not	form	part	of	the	public	(as	such	term	is	understood	under	the	Dutch
Financial	Markets	Supervision	Act).		To	the	extent	of	any	assignment	pursuant	to	this	Section	
13.04
13.05
(b),	the	assigning	Lender	shall	be
relieved	of	its	obligations	hereunder	with	respect	to	its	assigned	Revolving	Loan	Commitment	and	outstanding	Revolving	Loans.		At	the
time	of	each	assignment	pursuant	to	this	Section	
13.04
13.05
(b)	to	a	Person	which	is	not	already	a	Lender	hereunder	and	which	is	not	a
United	States	Person	for	U.S.	federal	income	tax	purposes,	the	respective	assignee	Lender	shall,	to	the	extent	legally	entitled	to	do	so,
provide	to	the	Company	and	the	Administrative	Agent	the	appropriate	Internal	Revenue	Service	Forms	(and,	if	applicable,	a	U.S.	Tax
Compliance	Certificate)	described	in	Section	5.04(e)	to	the	extent	such	forms	would	provide	a	complete	exemption	from	or	reduction	in
U.S.	federal	withholding	tax.		In	addition,	each	assignee	Lender	that	is	a	United	States	Person	and	not	already	a	Lender,	if	requested	by


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the	relevant	Borrower	or	the	Administrative	Agent,	shall	deliver	such	documentation	(including	Internal	Revenue	Service	Form	W-9)
prescribed	by	applicable	law	as	will	enable	the	relevant	Borrower	or	the	Administrative	Agent	to	determine	whether	or	not	such	Lender	is
subject	to	backup	withholding	or	information	reporting	requirements.		To	the	extent	that	an	assignment	of	all	or	any	portion	of	a	Lender’s
Revolving	Loan	Commitment	and	related	outstanding	Obligations	pursuant	to	Section	2.13	or	this	Section	
13.04
13.05
(b)	would,	at	the
time	of	such	assignment,	result	in	increased	costs	under	Section	2.10,
186


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3.06	or	5.04	from	those	being	charged	by	the	respective	assigning	Lender	prior	to	such	assignment,	then	no	Borrower	shall	be	obligated
to	pay	such	increased	costs	(although	the	Borrowers,	in	accordance	with	and	pursuant	to	the	other	provisions	of	this	Agreement,	shall	be
obligated	to	pay	any	other	increased	costs	of	the	type	described	above	resulting	from	changes	after	the	date	of	the	respective	assignment).
(c)
Nothing	in	this	Agreement	shall	prevent	or	prohibit	any	Lender	from	pledging	its	Loans	and	Notes	hereunder	including
to	a	Federal	Reserve	Bank	in	support	of	borrowings	made	by	such	Lender	from	such	Federal	Reserve	Bank	and,	with	prior	notification	to
the	Administrative	Agent,	any	Lender	which	is	a	fund	may	pledge	all	or	any	portion	of	its	Loans	and	Notes	to	its	trustee	or	to	a	collateral
agent	providing	credit	or	credit	support	to	such	Lender	in	support	of	its	obligations	to	such	trustee,	such	collateral	agent	or	a	holder	of
such	obligations,	as	the	case	may	be.		No	pledge	pursuant	to	this	clause	(c)	shall	release	the	transferor	Lender	from	any	of	its	obligations
hereunder.
(d)
Any	Lender	which	assigns	all	of	its	Revolving	Loan	Commitment	and/or	Loans	hereunder	in	accordance	with	Section
13.04
13.05
(b)	shall	cease	to	constitute	a	“Lender”	hereunder,	except	with	respect	to	indemnification	provisions	under	this	Agreement
(including	Sections	2.10,	2.11,	3.06,	5.04,	12.06,	13.01	and	
13.06
13.07


key: chroma:document
string_value:
13.06
13.07
),	which	shall	survive	as	to	such	assigning	Lender	solely	with
respect	to	events	or	circumstances	that	occurred	prior	to	such	assignment.
(e)
Each	Lender	that	sells	a	participation	shall,	acting	solely	for	this	purpose	as	a	non-fiduciary	agent	of	the	Borrowers,
maintain	a	register	on	which	it	enters	the	name	and	address	of	each	Participant	and	the	principal	amounts	(and	stated	interest)	of	each
Participant’s	interest	in	the	Loans	or	other	obligations	under	the	Credit	Documents	(the	“
Participant	Register
”);	
provided
	that	no	Lender
shall	have	any	obligation	to	disclose	all	or	any	portion	of	the	Participant	Register	(including	the	identity	of	any	Participant	or	any
information	relating	to	a	Participant’s	interest	in	any	commitments,	loans,	letters	of	credit	or	its	other	obligations	under	any	Credit
Document)	to	any	Person	except	to	the	extent	that	such	disclosure	is	necessary	to	establish	that	such	commitment,	loan,	letter	of	credit	or
other	obligation	is	in	registered	form	under	Section	5f.103-(c)	of	the	United	States	Treasury	Regulations.		The	entries	in	the	Participant
Register	shall	be	conclusive	absent	manifest	error,	and	such	Lender	shall	treat	each	Person	whose	name	is	recorded	in	the	Participant
Register	as	the	owner	of	such	participation	for	all	purposes	of	this	Agreement	notwithstanding	any	notice	to	the	contrary.		For	the
avoidance	of	doubt,	the	Administrative	Agent	(in	its	capacity	as	Administrative	Agent)	shall	have	no	responsibility	for	maintaining	a
Participant	Register.
(f)
A	transfer	or	assignment	under	Section	
13.04
13.05
(b)	may,	with	respect	to	a	Dutch	Borrower,	only	be	made	to	a	person
who	is	a	Professional	Lender.


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string_value:
who	is	a	Professional	Lender.		
13.05
13.06
.
No	Waiver;	Remedies	Cumulative
.		No	failure	or	delay	on	the	part	of	the	Administrative	Agent,	the	Collateral
Agent,	any	Issuing	Lender	or	any	Lender	in	exercising	any	right,	power	or	privilege	hereunder	or	under	any	other	Credit	Document	and	no
course	of	dealing	between	the	Company,	any	other	Borrower	or	any	other	Credit	Party	and	the	Administrative	Agent,	the	Collateral	Agent,
any	Issuing	Lender	or	any	Lender	shall	operate	as	a	waiver	thereof;	nor	shall	any	single	or	partial	exercise	of	any	right,	power	or	privilege
hereunder	or	under	any	other	Credit	Document	preclude	any	other	or	further	exercise	thereof	or	the	exercise	of	any	other	right,	power	or
privilege	hereunder	or	thereunder.		The	rights,	powers	and	remedies	herein	or	in	any	other	Credit	Document	expressly	provided	are
cumulative	and	not	exclusive	of	any	rights,	powers	or	remedies	which	the	Administrative	Agent,	the	Collateral	Agent,	any	Issuing	Lender
or	any	Lender	would	otherwise	have.		No	notice	to	or	demand	on	any	Credit	Party	in	any	case	shall	entitle	any	Credit	Party	to	any	other	or
further	notice	or	demand	in	similar	or	other	circumstances	or	constitute	a	waiver	of	the	rights	of	the	Administrative	Agent,	the	Collateral
Agent,	any	Issuing	Lender	or	any	Lender	to	any	other	or	further	action	in	any	circumstances	without	notice	or	demand.
187


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string_value:
13.06
13.07
.
Payments	Pro	Rata
.		(a)		Except	as	otherwise	provided	in	this	Agreement,	the	Administrative	Agent	agrees
that	promptly	after	its	receipt	of	each	payment	from	or	on	behalf	of	any	Borrower	in	respect	of	any	Obligations	hereunder,	the
Administrative	Agent	shall	distribute	such	payment	to	the	Lenders	entitled	thereto	(other	than	any	Lender	that	has	consented	in	writing	to
waive	its	pro	rata	share	of	any	such	payment)	pro	rata	based	upon	their	respective	shares,	if	any,	of	the	Obligations	with	respect	to	which
such	payment	was	received.
(b)
Each	of	the	Lenders	agrees	that,	if	it	should	receive	(other	than	in	connection	with	an	assignment	made	pursuant	to
Section	
13.04
13.05
)	any	amount	hereunder	(whether	by	voluntary	payment,	by	realization	upon	security,	by	the	exercise	of	the	right	of
setoff	or	banker’s	lien,	by	counterclaim	or	cross	action,	by	the	enforcement	of	any	right	under	the	Credit	Documents,	or	otherwise),	which
is	applicable	to	the	payment	of	the	principal	of,	or	interest	on,	the	Loans,	Unpaid	Drawings,	Commitment	Commission	or	Letter	of	Credit
Fees,	of	a	sum	which	with	respect	to	the	related	sum	or	sums	received	by	other	Lenders	is	in	a	greater	proportion	than	the	total	of	such
Obligation	then	owed	and	due	to	such	Lender	bears	to	the	total	of	such	Obligation	then	owed	and	due	to	all	of	the	Lenders	immediately
prior	to	such	receipt,	then	such	Lender	receiving	such	excess	payment	shall	purchase	for	cash	without	recourse	or	warranty	from	the


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other	Lenders	an	interest	in	the	Obligations	of	the	respective	Credit	Party	to	such	Lenders	in	such	amount	as	shall	result	in	a	proportional
participation	by	all	the	Lenders	in	such	amount;	
provided
	that	if	all	or	any	portion	of	such	excess	amount	is	thereafter	recovered	from	such
Lenders,	such	purchase	shall	be	rescinded	and	the	purchase	price	restored	to	the	extent	of	such	recovery,	but	without	interest.
(c)
Notwithstanding	anything	to	the	contrary	contained	herein,	(i)	the	provisions	of	the	preceding	Sections	
13.06
13.07
(a)
and	(b)	shall	be	subject	to	the	express	provisions	of	this	Agreement	which	require,	or	permit,	differing	payments	to	be	made	to	Non-
Defaulting	Lenders	as	opposed	to	Defaulting	Lenders	and	(ii)	the	provisions	of	the	preceding	Section	
13.06
13.07
(b)	shall	be	subject	to	the
express	provisions	of	this	Agreement	which	require	payments	to	be	allocated	to	a	particular	Lender	or	Lenders.
13.07
13.08
.
Calculations;	Computations
.		(a)		The	financial	statements	to	be	furnished	to	the	Lenders	pursuant	hereto
shall	be	made	and	prepared	in	accordance	with	GAAP	consistently	applied	throughout	the	periods	involved	(except	as	set	forth	in	the
notes	thereto	or	as	otherwise	disclosed	in	writing	by	the	Company	to	the	Lenders);	
provided
	that,	(i)	except	as	otherwise	specifically
provided	herein,	all	computations	and	all	definitions	(including	accounting	terms)	used	in	determining	the	Fixed	Charge	Coverage	Ratio
and	the	Total	Leverage	Ratio	in	determining	compliance	with	Section	10	shall	(x)	utilize	GAAP	and	policies	in	conformity	with	those	used


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to	prepare	the	audited	financial	statements	of	the	Company	referred	to	in	Section	8.05(a)	for	its	fiscal	year	ended,	and	otherwise	in	effect
as	of,	December	31,	2014	and	(y)	be	made	in	a	manner	such	that	any	obligations	relating	to	a	lease	that	was	accounted	for	by	such	Person
as	an	operating	lease	as	of	the	Effective	Date	and	any	similar	lease	entered	into	after	the	Effective	Date	by	the	Company	or	any	Subsidiary
shall	be	accounted	for	as	obligations	relating	to	an	operating	lease	and	not	as	Capital	Lease	Obligations,	(ii)	notwithstanding	anything	to
the	contrary	contained	herein,	all	such	financial	statements	shall	be	prepared,	and	all	financial	covenants	contained	herein	or	in	any	other
Credit	Document	shall	be	calculated,	in	each	case,	without	giving	effect	to	(x)	any	election	under	FASB	ASC	825	(or	any	similar	accounting
principle	permitting	a	Person	to	value	its	financial	liabilities	at	the	fair	value	thereof),	or	(y)	any	treatment	of	Indebtedness	in	respect	of
convertible	debt	instruments	under	Accounting	Standards	Codification	470-20	(or	any	other	Accounting	Standards	Codification	or
Financial	Accounting	Standard	having	a	similar	result	or	effect)	to	value	any	such	Indebtedness	in	a	reduced	or	bifurcated	manner	as
described	therein,	and	such	Indebtedness	shall	at	all	times	be	valued	at	the	full	stated	principal	amount	thereof,	(iii)	to	the	extent
expressly	provided	herein,	certain	calculations	shall	be	made	on	a	Pro	Forma	Basis	and	(iv)	for	purposes	of	determining	compliance	with


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any	incurrence	or	expenditure	tests	set	forth	herein,	amounts	so	incurred	or	expended	(to	the	extent
188


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incurred	or	expended	in	a	currency	other	than	U.S.	Dollars)	shall	be	converted	into	U.S.	Dollars	on	the	basis	of	the	exchange	rates	(as
shown	for	the	prior	day	as	published	on	Bloomberg	or,	if	same	does	not	provide	such	exchange	rates,	on	such	other	basis	as	is	reasonably
satisfactory	to	the	Administrative	Agent)	as	in	effect	on	the	date	of	such	incurrence	or	expenditure	under	any	provision	of	any	such
Section	that	has	an	aggregate	U.S.	Dollar	limitation	provided	for	therein	(and	to	the	extent	the	respective	incurrence	or	expenditure	test
regulates	the	aggregate	amount	outstanding	at	any	time	and	it	is	expressed	in	terms	of	U.S.	Dollars,	all	outstanding	amounts	originally
incurred	or	spent	in	currencies	other	than	U.S.	Dollars	shall	be	converted	into	U.S.	Dollars	on	the	basis	of	the	exchange	rates	(as	shown
for	the	prior	day	as	published	on	Bloomberg	or,	if	same	does	not	provide	such	exchange	rates,	on	such	other	basis	as	is	reasonably
satisfactory	to	the	Administrative	Agent)	as	in	effect	on	the	date	of	any	new	incurrence	or	expenditures	made	under	any	provision	of	any
such	Section	that	regulates	the	U.S.	Dollar	amount	outstanding	at	any	time).
(b)
All	computations	of	interest	(except	as	otherwise	expressly	provided	herein),	Commitment	Commission	and	other	Fees
hereunder	shall	be	made	on	the	basis	of	a	year	of	360	days	(except	for	interest	calculated	by	reference	to	the	Prime	Lending	Rate,	which
shall	be	based	on	a	year	of	365	or	366	days,	as	applicable)	for	the	actual	number	of	days	(including	the	first	day	but	excluding	the	last	day;


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except	that	in	the	case	of	Letter	of	Credit	Fees	and	Facing	Fees,	the	last	day	shall	be	included)	occurring	in	the	period	for	which	such
interest,	Commitment	Commission	or	Fees	are	payable.
13.08
13.09
.
GOVERNING	LAW;	SUBMISSION	TO	JURISDICTION;	VENUE;	WAIVER	OF	JURY	TRIAL
.		(a)		
THIS
AGREEMENT	AND	THE	OTHER	CREDIT	DOCUMENTS	AND	THE	RIGHTS	AND	OBLIGATIONS	OF	THE	PARTIES	HEREUNDER
AND	THEREUNDER	SHALL,	EXCEPT	AS	OTHERWISE	PROVIDED	IN	ANY	OTHER	CREDIT	DOCUMENT,	BE	CONSTRUED	IN
ACCORDANCE	WITH	AND	BE	GOVERNED	BY	THE	LAW	OF	THE	STATE	OF	NEW	YORK	(OR,	IN	RESPECT	OF	SECTION	12.12,
NETHERLANDS	LAW)	(WITHOUT	REGARD	TO	CONFLICTS	OF	LAW	PRINCIPLES	THAT	WOULD	RESULT	IN	THE
APPLICATION	OF	ANY	LAW	OTHER	THAN	THE	LAW	OF	THE	STATE	OF	NEW	YORK).		ANY	LEGAL	ACTION	OR	PROCEEDING
WITH	RESPECT	TO	THIS	AGREEMENT	OR	ANY	OTHER	CREDIT	DOCUMENT	SHALL	(EXCEPT	AS	OTHERWISE	PERMITTED
BELOW)	BE	BROUGHT	IN	THE	COURTS	OF	THE	STATE	OF	NEW	YORK	OR	OF	THE	UNITED	STATES	FOR	THE	SOUTHERN
DISTRICT	OF	NEW	YORK,	IN	EACH	CASE	WHICH	ARE	LOCATED	IN	THE	COUNTY	OF	NEW	YORK,	BOROUGH	OF
MANHATTAN	(OR,	IN	RESPECT	OF	SECTION	12.12,	THE	COURTS	OF	AMSTERDAM,	THE	NETHERLANDS),	AND,	BY


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EXECUTION	AND	DELIVERY	OF	THIS	AGREEMENT	OR	ANY	OTHER	CREDIT	DOCUMENT,	EACH	OF	THE	COMPANY	AND
EACH	OTHER	BORROWER	HEREBY	IRREVOCABLY	ACCEPTS	FOR	ITSELF	AND	IN	RESPECT	OF	ITS	PROPERTY,	GENERALLY
AND	UNCONDITIONALLY,	THE	EXCLUSIVE	JURISDICTION	OF	THE	AFORESAID	COURTS.		WITHOUT	LIMITING	THE	OTHER
PROVISIONS	OF	THIS	SECTION	
13.08
13.09
	
AND	IN	ADDITION	TO	THE	SERVICE	OF	PROCESS	PROVIDED	FOR	HEREIN,
EACH	DUTCH	BORROWER	
AND	EACH	UK	BORROWER
	
HEREBY	IRREVOCABLY	DESIGNATES,	APPOINTS	AND	EMPOWERS
THE	COMPANY	(AND	THE	COMPANY	HEREBY	IRREVOCABLY	ACCEPTS	SUCH	APPOINTMENT),	AS	ITS	AUTHORIZED
DESIGNEE,	APPOINTEE	AND	AGENT	TO	RECEIVE,	ACCEPT	AND	ACKNOWLEDGE	FOR	AND	ON	ITS	BEHALF,	AND	IN
RESPECT	OF	ITS	PROPERTY,	SERVICE	OF	ANY	AND	ALL	LEGAL	PROCESS,	SUMMONS,	NOTICES	AND	DOCUMENTS	WHICH
MAY	BE	SERVED	IN	ANY	SUCH	ACTION	OR	PROCEEDING.		IF	FOR	ANY	REASON	THE	COMPANY	SHALL	CEASE	TO	BE
AVAILABLE	TO	ACT	AS	SUCH,	EACH	DUTCH	BORROWER	
AND	EACH	UK	BORROWER
	AGREES	TO	DESIGNATE	A	NEW
AUTHORIZED	DESIGNEE,	APPOINTEE	AND	AGENT	IN	NEW	YORK	CITY	ON	THE	TERMS	AND	FOR	THE	PURPOSES	OF	THIS
PROVISION	REASONABLY	SATISFACTORY
189


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TO	THE	ADMINISTRATIVE	AGENT	UNDER	THIS	AGREEMENT.		EACH	OF	THE	COMPANY	AND	EACH	OTHER	BORROWER
HEREBY	FURTHER	IRREVOCABLY	WAIVES	ANY	CLAIM	THAT	ANY	SUCH	COURTS	LACK	PERSONAL	JURISDICTION	OVER
THE	COMPANY	OR	ANY	SUCH	OTHER	BORROWER,	AND	AGREES	NOT	TO	PLEAD	OR	CLAIM,	IN	ANY	LEGAL	ACTION
PROCEEDING	WITH	RESPECT	TO	THIS	AGREEMENT	OR	ANY	OTHER	CREDIT	DOCUMENT	BROUGHT	IN	ANY	OF	THE
AFOREMENTIONED	COURTS,	THAT	SUCH	COURTS	LACK	PERSONAL	JURISDICTION	OVER	THE	COMPANY	OR	ANY	SUCH
OTHER	BORROWER.		EACH	OF	THE	COMPANY	AND	EACH	OTHER	BORROWER	FURTHER	IRREVOCABLY	CONSENTS	TO
THE	SERVICE	OF	PROCESS	OUT	OF	ANY	OF	THE	AFOREMENTIONED	COURTS	IN	ANY	SUCH	ACTION	OR	PROCEEDING	BY
THE	MAILING	OF	COPIES	THEREOF	BY	REGISTERED	OR	CERTIFIED	MAIL,	POSTAGE	PREPAID,	TO	THE	COMPANY	OR
SUCH	OTHER	BORROWER	AT	ITS	ADDRESS	SET	FORTH	OPPOSITE	ITS	SIGNATURE	BELOW,	SUCH	SERVICE	TO	BECOME
EFFECTIVE	30	DAYS	AFTER	SUCH	MAILING.		EACH	DUTCH	BORROWER	
AND	EACH	UK	BORROWER
	
EXPRESSLY	AND
IRREVOCABLY	AGREES	THAT	SUCH	SERVICE	OF	PROCESS	MAY	BE	MADE	DIRECTLY	ON	IT	NOTWITHSTANDING	ITS
APPOINTMENT	OF	THE	COMPANY	TO	RECEIVE	SERVICE	OF	PROCESS	AS	PROVIDED	ABOVE	IN	THIS	SECTION
13.08
13.09


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string_value:
13.08
13.09
(a)	AND	EITHER	OR	BOTH	PROCEDURES	FOR	SERVICE	OF	PROCESS	MAY	BE	IMPLEMENTED.		EACH	OF	THE
COMPANY	AND	EACH	OTHER	BORROWER	HEREBY	IRREVOCABLY	WAIVES	ANY	OBJECTION	TO	SUCH	SERVICE	OF
PROCESS	AND	FURTHER	IRREVOCABLY	WAIVES	AND	AGREES	NOT	TO	PLEAD	OR	CLAIM	IN	ANY	ACTION	OR
PROCEEDING	COMMENCED	HEREUNDER	OR	UNDER	ANY	OTHER	CREDIT	DOCUMENT	THAT	SERVICE	OF	PROCESS	WAS
IN	ANY	WAY	INVALID	OR	INEFFECTIVE.		NOTHING	HEREIN	SHALL	AFFECT	THE	RIGHT	OF	THE	ADMINISTRATIVE	AGENT,
THE	COLLATERAL	AGENT,	ANY	LENDER	OR	THE	HOLDER	OF	ANY	NOTE	TO	SERVE	PROCESS	IN	ANY	OTHER	MANNER
PERMITTED	BY	LAW	OR	TO	COMMENCE	LEGAL	PROCEEDINGS	OR	OTHERWISE	PROCEED	AGAINST	THE	COMPANY	OR
ANY	OTHER	BORROWER	IN	ANY	OTHER	JURISDICTION
.
(b)
EACH	OF	THE	COMPANY	AND	EACH	OTHER	BORROWER	HEREBY	IRREVOCABLY	WAIVES	ANY
OBJECTION	WHICH	IT	MAY	NOW	OR	HEREAFTER	HAVE	TO	THE	LAYING	OF	VENUE	OF	ANY	OF	THE	AFORESAID	ACTIONS
OR	PROCEEDINGS	ARISING	OUT	OF	OR	IN	CONNECTION	WITH	THIS	AGREEMENT	OR	ANY	OTHER	CREDIT	DOCUMENT
BROUGHT	IN	THE	COURTS	REFERRED	TO	IN	CLAUSE	(a)	ABOVE	THAT	ARE	LOCATED	IN	THE	COUNTY	OF	NEW	YORK
AND	HEREBY	FURTHER	IRREVOCABLY	WAIVES	AND	AGREES	NOT	TO	PLEAD	OR	CLAIM	IN	ANY	SUCH	COURT	THAT	ANY


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SUCH	ACTION	OR	PROCEEDING	BROUGHT	IN	ANY	SUCH	COURT	HAS	BEEN	BROUGHT	IN	AN	INCONVENIENT	FORUM
.
(c)
EACH	OF	THE	PARTIES	TO	THIS	AGREEMENT	HEREBY	IRREVOCABLY	WAIVES	ALL	RIGHT	TO	A	TRIAL
BY	JURY	IN	ANY	ACTION,	PROCEEDING	OR	COUNTERCLAIM	ARISING	OUT	OF	OR	RELATING	TO	THIS	AGREEMENT,	THE
OTHER	CREDIT	DOCUMENTS	OR	THE	TRANSACTIONS	CONTEMPLATED	HEREBY	OR	THEREBY
.
13.09
13.10
.
Counterparts
.		This	Agreement	may	be	executed	in	any	number	of	counterparts	and	by	the	different	parties
hereto	on	separate	counterparts,	each	of	which	when	so	executed	and	delivered	shall	be	an	original,	but	all	of	which	shall	together
constitute	one	and	the	same	instrument.		A	set	of	counterparts	executed	by	all	the	parties	hereto	shall	be	lodged	with	the	Company	and
the
190


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Administrative	Agent.		Delivery	of	an	executed	counterpart	hereof	by	facsimile	or	electronic	transmission	shall	be	as	effective	as	delivery
of	an	original	executed	counterpart	hereof.
13.10
13.11
.
Effectiveness
.		This	Agreement	shall	become	effective	on	the	date	(the	“
Effective	Date
”)	on	which	(i)	the
Company,	the	Subsidiaries	of	the	Company	that	are	other	Borrowers	on	the	Effective	Date,	the	Administrative	Agent,	the	Collateral	Agent
and	each	of	the	Lenders	shall	have	signed	a	counterpart	hereof	(whether	the	same	or	different	counterparts)	and	shall	have	delivered	the
same	to	the	Administrative	Agent	at	the	Notice	Office	or,	in	the	case	of	the	Lenders,	shall	have	given	to	the	Administrative	Agent
telephonic	(confirmed	in	writing),	written	notice	(actually	received)	at	such	office	that	the	same	has	been	signed	and	mailed	to	it	and	(ii)
the	conditions	contained	in	Section	6	have	been	met	to	the	reasonable	satisfaction	of	the	Administrative	Agent.		Unless	the	Administrative
Agent	has	received	actual	notice	from	any	Lender	that	the	conditions	described	in	clause	(ii)	of	the	preceding	sentence	have	not	been	met
to	its	satisfaction,	upon	the	satisfaction	of	the	condition	described	in	clause	(i)	of	the	immediately	preceding	sentence	and	upon	the
Administrative	Agent’s	good	faith	determination	that	the	conditions	described	in	clause	(ii)	of	the	immediately	preceding	sentence	have
been	met,	then	the	Effective	Date	shall	have	deemed	to	have	occurred,	regardless	of	any	subsequent	determination	that	one	or	more	of
the	conditions	thereto	had	not	been	met	(although	the	occurrence	of	the	Effective	Date	shall	not	release	any	Borrower	from	any	liability


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for	failure	to	satisfy	one	or	more	of	the	applicable	conditions	contained	in	Section	6,	other	than	any	condition	that	must	be	satisfied	to	the
Administrative	Agent’s	satisfaction	or	other	subjective	standard	of	similar	effect).		The	Administrative	Agent	will	give	the	Company,	the
other	Borrowers	and	each	Lender	prompt	written	notice	of	the	occurrence	of	the	Effective	Date.
13.11
13.12
.
Headings	Descriptive
.		The	headings	of	the	several	sections	and	subsections	of	this	Agreement	are	inserted
for	convenience	only	and	shall	not	in	any	way	affect	the	meaning	or	construction	of	any	provision	of	this	Agreement.
13.12
13.13
.
Amendment	or	Waiver;	etc
.		(a)		Neither	this	Agreement	nor	any	other	Credit	Document	nor	any	terms	hereof
or	thereof	may	be	changed,	waived,	discharged	or	terminated	(other	than	in	accordance	with	
the	last	paragraph	of	
Section	2.10(
a
b
)	or
Section	2.19)	unless	such	change,	waiver,	discharge	or	termination	is	in	writing	signed	by	the	respective	Credit	Parties	party	hereto	or
thereto	and	the	Required	Lenders	(or	by	the	Administrative	Agent	at	the	written	direction	of	the	Required	Lenders)	(although	additional
parties	may	be	added	to	(and	annexes	may	be	modified	to	reflect	such	additions),	and	Subsidiaries	of	the	Company	(other	than	the
Borrowers)	may	be	released	from,	the	relevant	Guaranty	and	the	relevant	Security	Documents	in	accordance	with	the	provisions	hereof
and	thereof	(without	the	consent	of	the	other	Credit	Parties	party	thereto	or	the	Required	Lenders)),	
provided
	that	no	such	change,


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string_value:
provided
	that	no	such	change,
waiver,	discharge	or	termination	shall,	without	the	consent	of	each	Lender	(other	than,	except	with	respect	to	the	following	clause	(i),	a
Defaulting	Lender)	(with	Obligations	being	directly	affected	in	the	case	of	following	clauses	(i),	(iii),	(iv)	and	(vii)),	(i)	extend	the	final
scheduled	maturity	of	any	Loan	or	Note	or	extend	the	stated	expiration	date	of	any	Letter	of	Credit	beyond	the	Final	Maturity	Date	(unless
otherwise	cash	collateralized	in	accordance	with	the	terms	hereof),	or	reduce	the	rate	or	extend	the	time	of	payment	of	interest	or	Fees
thereon	(except	in	connection	with	the	waiver	of	applicability	of	any	post-default	increase	in	interest	rates),	or	reduce	(or	forgive)	the
principal	amount	thereof	(it	being	understood	that	any	amendment	or	modification	to	the	financial	definitions	in	this	Agreement
,	to	the
last	paragraph	of
	
pursuant	to
	
Section	2.10(
a
b
),	Section	13.07(a)	or	as	contemplated	in	clause	(6)	of	the	second	proviso	of	this	Section
13.12
13.13
(a)	shall	not	constitute	a	reduction	in	the	rate	of	interest	or	Fees	for	the	purposes	of	this	clause	(i)),	(ii)	release	all	or
substantially	all	of	the	Collateral	under	all	the	Security	Documents	(except	as	expressly	provided	in	the	Credit	Documents)	or	release	all	or
substantially	all	of	the	value	of	the	Guaranty	made	by	the	Guarantors	(except	as	expressly	provided	in	the	Credit	Documents),	(iii)	amend,
modify	or	waive	any	provision	of	this	Section	
13.12
13.13
(a)	(except	for	technical	amendments	with	respect	to	additional	extensions	of


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string_value:
such	additional	extensions	of	credit	of	the	type	provided	to	the	Revolving	Loan	Commitments	and	the	Loans	on	the	Effective	Date),
Section	
13.06
13.07
	
or	any	provision	of	Section	2.09	that	expressly	requires	the	consent	of	all	Lenders,	(iv)	reduce	the	“majority”	voting
threshold	specified	in	the	definition	of	Required	Lenders	(it	being	understood	that,	with	the	consent	of	the	Required	Lenders,	additional
extensions	of	credit	pursuant	to	this	Agreement	may	be	included	in	the	determination	of	the	Required	Lenders	on	substantially	the	same
basis	as	the	extensions	of	Revolving	Loan	Commitments	are	included	on	the	Effective	Date),	(v)	increase	the	advance	rates	applicable	to
any	Borrowing	Base	over	those	in	effect	on	the	Effective	Date	(it	being	understood	that	the	establishment,	modification	or	elimination	of
Reserves	and	adjustment,	establishment	and	elimination	of	criteria	for	Eligible	Accounts	and	Eligible	Inventory,	in	each	case	by	the
Administrative	Agent	in	accordance	with	the	terms	hereof,	will	not	be	deemed	such	an	increase	in	advance	rates),	(vi)	consent	to	the
release,	assignment	or	transfer	by	any	Borrower	of	any	of	its	rights	and	obligations	under	this	Agreement,	or	(vii)	amend,	modify	or	waive
the	order	of	application	of	payments	set	forth	in	Section	5.03(
d
e),	Section	5.03(f
),	Section	5.03(
e
g
),	Section	5.4	of	the	U.S.	Security
Agreement,	Section	5.4	of	the	Dutch	General	Security	Agreement,	Section	5.3	of	the	Dutch	Inventory	Security	Agreement	or	Section	6.3	of
the	Dutch	Receivables	Security	
Agreement	or	Section	17.1	of	the	UK	Security


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string_value:
Agreement;	
provided
	
further
,	that	no	such	change,	waiver,
discharge	or	termination	shall	(1)	increase	the	Revolving	Loan	Commitment	of	any	Lender	over	the	amount	thereof	then	in	effect	or
extend	the	scheduled	maturity	date	of	the	Revolving	Loan	Commitment	of	any	Lender	then	in	effect	without	the	consent	of	such	Lender	(it
being	understood	that	waivers	or	modifications	of	conditions	precedent,	covenants,	Defaults	or	Events	of	Default	or	of	a	mandatory
reduction	in	the	Total	Revolving	Loan	Commitment	shall	not	constitute	an	increase	of	the	Revolving	Loan	Commitment	of	any	Lender,	and
that	an	increase	in	the	available	portion	of	the	Revolving	Loan	Commitment	of	any	Lender	shall	not	constitute	an	increase	of	the	Revolving
Loan	Commitment	of	such	Lender),	(2)	without	the	consent	of	each	Issuing	Lender,	amend,	modify	or	waive	any	provision	of	Section	3	or
alter	such	Issuing	Lenders’	rights	or	obligations	with	respect	to	Letters	of	Credit	issued	by	such	Issuing	Lender,	(3)	without	the	consent	of
the	Swingline	Lender,	alter	the	Swingline	Lender’s	rights	or	obligations	with	respect	to	Swingline	Loans,	(4)	without	the	consent	of	the
Administrative	Agent,	amend,	modify	or	waive	any	provision	of	Section	12	or	any	other	provision	of	this	Agreement	or	any	other	Credit
Document	as	same	relates	to	the	rights	or	obligations	of	the	Administrative	Agent,	(5)	without	the	consent	of	the	Collateral	Agent,	amend,
modify	or	waive	any	provision	of	the	Agreement	or	any	other	Credit	Documents	relating	to	the	rights	or	obligations	of	the	Collateral	Agent,


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string_value:
(6)	without	the	consent	of	the	Supermajority	Lenders,	(x)	amend	the	definition	of	Supermajority	Lenders	(it	being	understood	that,	with
the	consent	of	the	Required	Lenders,	additional	extensions	of	credit	pursuant	to	this	Agreement	may	be	included	in	the	determination	of
the	Supermajority	Lenders	on	substantially	the	same	basis	as	the	extensions	of	Loans	and	Revolving	Loan	Commitments	are	included	on
the	Effective	Date)	or	(y)	amend	or	expand	any	of	the	following	definitions,	in	each	case	the	effect	of	which	would	be	to	increase	the
amounts	available	for	borrowing	hereunder:		any	Borrowing	Base,	Eligible	Accounts,	Eligible	Cash	and	Cash	Equivalents,	Eligible
Machinery	and	Equipment	and	Eligible	Inventory	(including,	in	each	case,	the	defined	terms	used	therein)	(it	being	understood	that	the
establishment,	modification	or	elimination	of	Reserves	and	adjustment,	establishment	and	elimination	of	criteria	for	Eligible	Accounts,
Eligible	Cash	and	Cash	Equivalents,	Eligible	Machinery	and	Equipment	and	Eligible	Inventory,	in	each	case	by	the	Administrative	Agent	in
accordance	with	the	terms	hereof,	will	not	be	deemed	to	require	a	Supermajority	Lender	consent).
(b)
If,	in	connection	with	any	proposed	change,	waiver,	discharge	or	termination	of	or	to	any	of	the	provisions	of	this
Agreement	as	contemplated	by	clauses	(i)	through	(vii),	inclusive,	of	the	first	proviso	to	Section	
13.12
13.13
(a),	the	consent	of	the	Required
Lenders	is	obtained	but	the	consent	of	one	or	more	of	such	other	Lenders	whose	consent	is	required	is	not	obtained,	then	the	Borrowers


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shall	have	the	right,	so	long	as	all	non-consenting	Lenders	whose	individual	consent	is	required	are	treated	as	described	in	either	clause
(A)	or	(B)	below,	to	either	(A)	replace	each	such	non-consenting	Lender	or	Lenders	with	one	or	more	Replacement	Lenders	pursuant	to
Section	2.13	so	long	as	at	the	time	of	such
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replacement,	each	such	Replacement	Lender	consents	to	the	proposed	change,	waiver,	discharge	or	termination	or	(B)	terminate	such
non-consenting	Lender’s	Revolving	Loan	Commitment	and/or	repay	all	outstanding	Revolving	Loans	of	such	Lender	and/or	cash
collateralize	its	applicable	RL	Percentage	of	the	Letter	of	Credit	Outstandings	in	accordance	with	Sections	4.02(b)	and/or	5.01(b),
provided
	that,	unless	the	Revolving	Loan	Commitments	which	are	terminated	and	Revolving	Loans	which	are	repaid	pursuant	to	preceding
clause	(B)	are	immediately	replaced	in	full	at	such	time	through	the	addition	of	one	or	more	Replacement	Lenders	or	the	increase	of	the
Revolving	Loan	Commitments	and/or	outstanding	Revolving	Loans	of	one	or	more	existing	Lenders	(who	in	each	case	must	specifically
consent	thereto),	then	in	the	case	of	any	action	pursuant	to	preceding	clause	(B),	the	Required	Lenders	(determined	after	giving	effect	to
the	proposed	action)	shall	specifically	consent	thereto,	
provided
	
further
,	that	no	Borrower	shall	have	any	right	to	replace	a	Lender,
terminate	its	Revolving	Loan	Commitment	or	repay	its	Revolving	Loans	solely	as	a	result	of	the	exercise	of	such	Lender’s	rights	(and	the
withholding	of	any	required	consent	by	such	Lender)	pursuant	to	the	second	proviso	to	Section	
13.12
13.13
(a).
(c)
Notwithstanding	the	foregoing,	any	provision	of	this	Agreement	may	be	amended	by	an	agreement	in	writing	entered
into	by	the	Company,	the	other	Borrowers,	the	Required	Lenders	and	the	Administrative	Agent	(and,	if	their	rights	or	obligations	are


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affected	thereby,	each	Issuing	Lender	and	the	Swingline	Lender)	if	(i)	by	the	terms	of	such	agreement	the	Revolving	Loan	Commitment	of
each	Lender	not	consenting	to	the	amendment	provided	for	therein	shall	terminate	upon	the	effectiveness	of	such	amendment	and	(ii)	at
the	time	such	amendment	becomes	effective,	each	Lender	not	consenting	thereto	receives	payment	(including	pursuant	to	an	assignment
to	a	replacement	Lender	in	accordance	with	Section	
13.04
13.05
)	in	full	of	the	principal	of	and	interest	accrued	on	each	Loan	made	by	it
and	all	other	amounts	owing	to	it	or	accrued	for	its	account	under	this	Agreement.
(d)
Notwithstanding	anything	to	the	contrary	contained	in	this	Section	
13.12
13.13
,	(x)	Security	Documents	and	related
documents	executed	by	the	Credit	Parties	in	connection	with	this	Agreement	may	be	in	a	form	reasonably	determined	by	the
Administrative	Agent	and	may	be	amended,	restated,	amended	and	restated,	supplemented	and	waived	with	the	consent	of	the
Administrative	Agent	and	the	Company	without	the	need	to	obtain	the	consent	of	any	other	Person	if	such	amendment,	supplement	or
waiver	is	delivered	(i)	in	order	to	comply	with	local	law	or	advice	of	local	counsel,	(ii)	in	order	to	cause	such	Security	Document	or	other
document	to	be	consistent	with	this	Agreement	and	the	other	Credit	Documents	or	(iii)	in	connection	with	the	incurrence	of	any	Permitted
Additional	Secured	Indebtedness	or	any	Cash	Flow	Revolving	Indebtedness	(and,	in	each	case,	the	addition	of	Permitted	Additional


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Secured	Indebtedness	Priority	Collateral	as	Collateral)	and	the	entry	by	the	Collateral	Agent	into	intercreditor	arrangements	in	connection
therewith	and	(y)	if	following	the	Effective	Date,	the	Administrative	Agent	and	any	Credit	Party	shall	have	jointly	identified	an	ambiguity,
inconsistency,	obvious	error	or	any	error	or	omission	of	a	technical	or	immaterial	nature,	in	each	case,	in	any	provision	of	the	Credit
Documents,	then	the	Administrative	Agent	and	the	Credit	Parties	shall	be	permitted	to	amend	such	provision	and	such	amendment	shall
become	effective	without	any	further	action	or	consent	of	any	other	party	to	any	Credit	Documents	if	the	same	is	not	objected	to	in	writing
by	the	Required	Lenders	within	five	Business	Days	following	receipt	of	notice	thereof.
(e)
Notwithstanding	any	provision	herein	to	the	contrary,	this	Agreement	and	the	other	Credit	Documents	may	be
amended	in	accordance	with	Section	2.19	to	effectuate	an	Extension	and	to	provide	for	non-pro	rata	borrowings	and	payments	of	any
amounts	hereunder	as	between	the	Loans	and	any	commitments	in	connection	therewith,	in	each	case	with	the	consent	of	the
Administrative	Agent	but	without	the	consent	of	any	Lender	(except	as	expressly	provided	in	Section	2.19)	required.
13.13
13.14
.
Survival
.		All	indemnities	set	forth	herein	including	in	Sections	2.10,	2.11,	3.06,	5.04,	12.06	and	13.01	shall
survive	the	execution,	delivery	and	termination	of	this	Agreement	and	the	Notes	and	the	making	and	repayment	of	the	Obligations.
193


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13.14
13.15
.
Domicile	of	Loans
.		Each	Lender	may	transfer	and	carry	its	Loans	at,	to	or	for	the	account	of	any	office,
Subsidiary	or	Affiliate	of	such	Lender.		Notwithstanding	anything	to	the	contrary	contained	herein,	to	the	extent	that	a	transfer	of	Loans
pursuant	to	this	Section	13.14	would,	at	the	time	of	such	transfer,	result	in	increased	costs	or	taxes	under	Section	2.10,	2.11,	3.06	or	5.04
from	those	being	charged	by	the	respective	Lender	prior	to	such	transfer,	then	no	Borrower	shall	be	obligated	to	pay	such	increased	costs
or	taxes	(although	the	Borrowers	shall	be	jointly	and	severally	obligated	to	pay	any	other	increased	costs	and	taxes	of	the	type	described
above	resulting	from	changes	after	the	date	of	the	respective	transfer).
13.15
13.16
.
Register
.		Each	Borrower	hereby	designates	the	Administrative	Agent	to	serve	as	its	agent,	solely	for
purposes	of	this	Section	
13.15
13.16
,	to	maintain	a	register	(the	“
Register
”)	on	which	it	will	record	the	Revolving	Loan	Commitments	from
time	to	time	of	each	of	the	Lenders,	the	Loans	made	by	each	of	the	Lenders	and	each	repayment	in	respect	of	the	principal	amount	of,	and
stated	interest	on,	the	Loans	of	each	Lender.		Failure	to	make	any	such	recordation,	or	any	error	in	such	recordation,	shall	not	affect	any
Borrower’s	obligations	in	respect	of	such	Loans.		With	respect	to	any	Lender,	the	transfer	of	the	Revolving	Loan	Commitment	of	such


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Lender	and	the	rights	to	the	principal	of,	and	interest	on,	any	Loan	made	pursuant	to	such	Revolving	Loan	Commitment	shall	not	be
effective	until	such	transfer	is	recorded	on	the	Register	maintained	by	the	Administrative	Agent	with	respect	to	ownership	of	such
Revolving	Loan	Commitment	and	Loans	and	prior	to	such	recordation	all	amounts	owing	to	the	transferor	with	respect	to	such	Revolving
Loan	Commitment	and	Loans	shall	remain	owing	to	the	transferor.		The	registration	of	assignment	or	transfer	of	all	or	part	of	any
Revolving	Loan	Commitments	and	Loans	shall	be	recorded	by	the	Administrative	Agent	on	the	Register	only	upon	the	acceptance	by	the
Administrative	Agent	of	a	properly	executed	and	delivered	Assignment	and	Assumption	Agreement	pursuant	to
Section	
13.04
13.05
(b).		Upon	such	acceptance	and	recordation,	the	assignee	specified	therein	shall	be	treated	as	a	Lender	for	all	purposes
of	this	Agreement.		Coincident	with	the	delivery	of	such	an	Assignment	and	Assumption	Agreement	to	the	Administrative	Agent	for
acceptance	and	registration	of	assignment	or	transfer	of	all	or	part	of	a	Loan,	or	as	soon	thereafter	as	practicable,	the	assigning	or
transferor	Lender	shall	surrender	the	Note	(if	any)	evidencing	such	Loan,	and	thereupon	one	or	more	new	Notes	in	the	same	aggregate
principal	amount	shall	be	issued	to	the	assigning	or	transferor	Lender	and/or	the	new	Lender	at	the	request	of	any	such	Lender.		The
Register	shall	be	available	for	inspection	by	each	Borrower	at	any	reasonable	time	and	from	time	to	time	upon	reasonable	prior
notice.		The	Register	shall	be	available	for	inspection	by	any	Lender	at	the	office	of	the	Administrative	Agent	at	any	reasonable	time	and


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from	time	to	time	upon	reasonable	prior	notice.
13.16
13.17
.
Confidentiality
.		(a)		Subject	to	the	provisions	of	clause	(b)	of	this	Section	
13.16
13.17
,	each	Agent	and	each
Lender	agrees	not	to	disclose	without	the	prior	consent	of	the	Company	(other	than	on	a	need	to	know	basis	to	such	Agent’s	or	such
Lender’s	directors,	officers,	employees,	insurers,	re-insurers	and	agents,	including	auditors,	advisors	or	counsel,	in	connection	with	this
Agreement	and	the	transactions	contemplated	hereby	or	to	another	Agent	or	Lender	if	such	Lender	or	such	Lender’s	holding	or	parent
company	in	its	sole	discretion	determines	that	any	such	party	should	have	access	to	such	information,	
provided
	such	Persons	shall	be
subject	to	the	provisions	of	this	Section	
13.16
13.17
	to	the	same	extent	as	such	Lender)	any	information	with	respect	to	the	Company	or
any	of	its	Subsidiaries	which	is	now	or	in	the	future	furnished	pursuant	to	this	Agreement	or	any	other	Credit	Document	by	or	on	behalf	of
a	Credit	Party,	
provided
	that	any	Agent	or	Lender	may	disclose	any	such	information	(i)	as	has	become	generally	available	to	the	public
other	than	by	virtue	of	a	breach	of	this	Section	
13.16
13.17
(a)	by	the	respective	Agent	or	Lender,	(ii)	as	may	be	required	or	appropriate	in
any	report,	statement	or	testimony	submitted	to	any	municipal,	state	or	Federal	regulatory	body	(including	any	self-regulatory	body,	such
as	the	National	Association	of	Insurance	Commissioners)	having	or	claiming	to	have	jurisdiction	over	such	Agent	or	Lender	or	to	the	Board


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or	the	Federal	Deposit	Insurance	Corporation	or	similar	organizations	(whether	in	the	United	States	or	elsewhere)	or	their	successors	(in
which	case	such	Agent	or	Lender,	as	applicable,	to	the	extent	permitted	by	law,	agrees	to	use
194


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commercially	reasonable	efforts	to	provide	the	Company	notice	thereof	except	in	connection	with	any	request	as	part	of	any	regulatory
audit	or	examination	conducted	by	accountants	or	any	Governmental	Authority	having	jurisdiction	over	such	Agent	or	Lender),	(iii)	as	may
be	required	or	appropriate	in	respect	to	any	summons	or	subpoena	or	in	connection	with	any	litigation,	(iv)	in	order	to	comply	with	any
law,	order,	regulation	or	ruling	applicable	to	such	Lender,	(v)	to	the	Administrative	Agent	or	the	Collateral	Agent,	(vi)	to	any	direct	or
indirect	contractual	counterparty	in	any	swap,	hedge	or	similar	agreement	(or	to	any	such	contractual	counterparty’s	professional	advisor)
under	which	payments	are	to	be	made	by	reference	to	the	Obligations	or	to	the	Borrowers	and	their	respective	obligations	or	to	this
Agreement	or	payments	hereunder,	so	long	as	such	contractual	counterparty	(or	such	professional	advisor)	agrees	to	be	bound	by	the
provisions	of	this	Section	
13.16
13.17
,	(vii)	to	any	prospective	or	actual	transferee,	pledgee	or	participant	in	connection	with	any
contemplated	transfer,	pledge	or	participation	of	any	of	the	Notes	or	Revolving	Loan	Commitments	or	any	interest	therein	by	such	Lender,
provided
	that	such	prospective	transferee,	pledgee	or	participant	agrees	to	be	bound	by	confidentiality	provisions	at	least	as	restrictive	as
those	contained	in	this	Section	
13.16
13.17
,	(viii)	to	any	other	party	to	this	Agreement,	(ix)	to	the	extent	applicable	and	reasonably
necessary	or	advisable,	for	purposes	of	establishing	a	“due	diligence”	defense	or	the	enforcement	of	remedies	hereunder	or	under	the


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other	Credit	Documents,	(x)	to	the	extent	it	is	information	pertaining	to	the	terms	of	this	Agreement	routinely	provided	to	market	data
collectors	(including	league	table	providers)	for	the	lending	industry,	to	such	market	data	collectors,	(xi)	to	the	extent	it	is	information
pertaining	to	the	terms	of	this	Agreement,	to	any	nationally	recognized	rating	agency	
that	requires	access	to	information	about	a	Lender’s
investment	portfolio	in	connection	with	ratings	issued	with	respect	to	such	Lender
	and	(xii)	with	the	consent	of	the	Company	(not	to	be
unreasonably	withheld,	delayed	or	conditioned)	to	(I)	the	CUSIP	Service	Bureau	or	any	similar	agency	or	organization	or	similar	service
providers	to	the	lending	industry,	(II)	service	providers	to	the	Administrative	Agent	and	the	Lenders	in	connection	with	the	administration
and	management	of	this	Agreement,	the	other	Credit	Documents,	the	Revolving	Loan	Commitments	and	the	Loans,	(III)	any	credit
insurers,	(IV)	any	nationally	recognized	rating	agency	(to	the	extent	consisting	of	information	not	governed	by	clause	(xi)	above)	or	(V)
otherwise	to	the	extent	consisting	of	general	portfolio	information	that	does	not	identify	the	Credit	Parties.
(b)
Each	of	the	Company	and	each	other	Borrower	hereby	acknowledges	and	agrees	that	each	Agent	and	each	Lender	may
share	with	any	of	its	affiliates,	and	such	affiliates	may	share	with	such	Agent	or	Lender,	as	applicable,	any	information	related	to	the
Company	or	any	of	its	Subsidiaries	(including	any	non-public	customer	information	regarding	the	creditworthiness	of	the	Company	and	its
Subsidiaries),	
provided
	such	Persons	shall	be	subject	to	the	provisions	of	this	Section	
13.16
13.17


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string_value:
13.16
13.17
	to	the	same	extent	as	such	Agent	or
Lender.
(c)
Each	Agent	and	each	of	the	Lenders	acknowledges	that	(i)	the	information	referred	to	in	clause	(a)	above	may	include
material	non-public	information	concerning	the	Company	or	a	Subsidiary	thereof,	as	the	case	may	be,	(ii)	it	has	developed	compliance
procedures	regarding	the	use	of	material	non-public	information	and	(iii)	it	will	handle	such	material	non-public	information	in	accordance
with	such	compliance	procedures	and	applicable	law,	including	United	States	federal	and	state	securities	laws.
13.17
13.18
.
No	Fiduciary	Duty
.		Each	Agent,	each	Lender,	each	Issuing	Lender	and	their	respective	Affiliates	(collectively,
solely	for	purposes	of	this	paragraph,	the	“Lenders”),	may	have	economic	interests	that	conflict	with	those	of	the	Credit	Parties,	their
stockholders	and/or	their	respective	affiliates.		Each	Credit	Party	agrees	that	nothing	in	the	Credit	Documents	or	otherwise	will	be
deemed	to	create	an	advisory,	fiduciary	or	agency	relationship	or	fiduciary	or	other	implied	duty	between	any	Lender,	on	the	one	hand,
and	any	Credit	Party,	its	respective	stockholders	or	its	respective	affiliates,	on	the	other.		The	Credit	Parties	acknowledge	and	agree
that:		(i)	the	transactions	contemplated	by	the	Credit	Documents	(including	the	exercise	of	rights	and	remedies	hereunder	and	thereunder)
are	arm’s-length	commercial	transactions	between	the	Lenders,	on	the	one	hand,	each	Credit	Party,	on	the	other,	and	(ii)	in
195


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connection	therewith	and	with	the	process	leading	thereto,	(x)	no	Lender	has	assumed	an	advisory	or	fiduciary	responsibility	in	favor	of
any	Credit	Party,	its	respective	stockholders	or	its	respective	affiliates	with	respect	to	the	transactions	contemplated	hereby	(or	the
exercise	of	rights	or	remedies	with	respect	thereto)	or	the	process	leading	thereto	(irrespective	of	whether	any	Lender	has	advised,	is
currently	advising	or	will	advise	any	Credit	Party,	its	respective	stockholders	or	its	respective	Affiliates	on	other	matters)	or	any	other
obligation	to	any	Credit	Party	except	the	obligations	expressly	set	forth	in	the	Credit	Documents	and	(y)	each	Lender	is	acting	solely	as
principal	and	not	as	the	agent	or	fiduciary	of	such	Credit	Party,	its	respective	management,	stockholders,	creditors	or	any	other
Person.		Each	Credit	Party	acknowledges	and	agrees	that	such	Credit	Party	has	consulted	its	own	legal	and	financial	advisors	to	the	extent
it	deemed	appropriate	and	that	it	is	responsible	for	making	its	own	independent	judgment	with	respect	to	such	transactions	and	the
process	leading	thereto.		Each	Credit	Party	agrees	that	it	will	not	claim	that	any	Lender	has	rendered	advisory	services	of	any	nature	or
respect,	or	owes	a	fiduciary	or	similar	duty	to	such	Credit	Party,	in	connection	with	such	transaction	or	the	process	leading	thereto.
13.18
13.19
.
Patriot	Act
.		Each	Lender	subject	to	the	USA	PATRIOT	ACT	(Title	III	of	Pub.	L.	107-56	(signed	into	law
October	26,	2011))	(as	amended	from	time	to	time,	the	“
Patriot	Act


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string_value:
Patriot	Act
”)	hereby	notifies	the	Company	and	the	other	Borrowers	that	pursuant
to	the	requirements	of	the	Patriot	Act,	it	is	required	to	obtain,	verify	and	record	information	that	identifies	the	Company,	the	other
Borrowers	and	the	other	Credit	Parties	and	such	other	information	that	will	allow	such	Lender	to	identify	the	Company,	the	other
Borrowers	and	the	other	Credit	Parties	in	accordance	with	the	Patriot	Act.
13.19
13.20
.
Waiver	of	Sovereign	Immunity
.		Each	of	the	Credit	Parties,	in	respect	of	itself,	its	Subsidiaries,	its	process
agents,	and	its	properties	and	revenues,	hereby	irrevocably	agrees	that,	to	the	extent	that	such	Credit	Party,	its	Subsidiaries	or	any	of	its
properties	has	or	may	hereafter	acquire	any	right	of	immunity,	whether	characterized	as	sovereign	immunity	or	otherwise,	from	any	legal
proceedings,	whether	in	the	United	States,	the	Netherlands
,	the	United	Kingdom
	
or	elsewhere,	to	enforce	or	collect	upon	the	Loans	or	any
Credit	Document	or	any	other	liability	or	obligation	of	such	Credit	Party	or	any	of	its	Subsidiaries	related	to	or	arising	from	the
transactions	contemplated	by	any	of	the	Credit	Documents,	including	immunity	from	service	of	process,	immunity	from	jurisdiction	or
judgment	of	any	court	or	tribunal,	immunity	from	execution	of	a	judgment,	and	immunity	of	any	of	its	property	from	attachment	prior	to
any	entry	of	judgment,	or	from	attachment	in	aid	of	execution	upon	a	judgment,	such	Credit	Party,	for	itself	and	on	behalf	of	its


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string_value:
Subsidiaries,	hereby	expressly	waives,	to	the	fullest	extent	permissible	under	applicable	law,	any	such	immunity,	and	agrees	not	to	assert
any	such	right	or	claim	in	any	such	proceeding,	whether	in	the	United	States,	the	Netherlands
,	the	United	Kingdom
	
or	elsewhere.		Without
limiting	the	generality	of	the	foregoing,	each	Credit	Party	further	agrees	that	the	waivers	set	forth	in	this	Section	
13.19
13.20
	shall	have
the	fullest	extent	permitted	under	the	Foreign	Sovereign	Immunities	Act	of	1976	of	the	United	States	and	are	intended	to	be	irrevocable
for	purposes	of	such	Act.
13.20
13.21
.
Judgment	Currency
.		(a)		The	Credit	Parties’	obligations	hereunder	and	under	the	other	Credit	Documents	to
make	payments	in	the	respective	Available	Currency	(the	“
Obligation	Currency
”)	shall	not	be	discharged	or	satisfied	by	any	tender	or
recovery	pursuant	to	any	judgment	expressed	in	or	converted	into	any	currency	other	than	the	Obligation	Currency,	except	to	the	extent
that	such	tender	or	recovery	results	in	the	effective	receipt	by	the	Administrative	Agent,	the	Collateral	Agent,	the	respective	Issuing
Lender	or	the	respective	Lender	of	the	full	amount	of	the	Obligation	Currency	(and	the	conversion	of	any	such	payments	shall	be
calculated	in	accordance	with	the	provisions	of	this	Section	
13.20
13.21
)	expressed	to	be	payable	to	the	Administrative	Agent,	the
Collateral	Agent,	such	Issuing	Lender	or	such	Lender	under	this	Agreement	or	the	other	Credit	Documents.		If	for	the	purpose	of	obtaining


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or	enforcing	judgment	against	any	Credit	Party	in	any	court	or	in	any	jurisdiction,	it	becomes	necessary	to	convert	into	or	from	any
currency	other	than	the	Obligation	Currency	(such	other	currency	being	hereinafter	referred	to	as	the	“
Judgment	Currency
”)	an	amount
due	in	the	Obligation	Currency,	the	conversion	shall	be	made,	at	the	rate	of	exchange	(as	quoted	by	the	Administrative	Agent	or	if	the
196


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Administrative	Agent	does	not	quote	a	rate	of	exchange	on	such	currency,	by	a	known	dealer	in	such	currency	designated	by	the
Administrative	Agent	in	its	reasonable	discretion)	determined,	in	each	case,	as	of	the	day	on	which	the	judgment	is	given	(such	day	being
hereinafter	referred	to	as	the	“
Judgment	Currency	Conversion	Date
”).
(b)
If	there	is	a	change	in	the	rate	of	exchange	prevailing	between	the	Judgment	Currency	Conversion	Date	and	the	date
of	actual	payment	of	the	amount	due,	each	Borrower	covenants	and	agrees	to	pay,	or	cause	to	be	paid,	such	additional	amounts,	if	any	(but
in	any	event	not	a	lesser	amount),	as	may	be	necessary	to	ensure	that	the	amount	paid	in	the	Judgment	Currency,	when	converted	at	the
rate	of	exchange	prevailing	on	the	date	of	payment,	will	produce	the	amount	of	the	Obligation	Currency	which	could	have	been	purchased
with	the	amount	of	Judgment	Currency	stipulated	in	the	judgment	or	judicial	award	at	the	rate	or	exchange	prevailing	on	the	Judgment
Currency	Conversion	Date.
(c)
For	purposes	of	determining	any	rate	of	exchange	for	this	Section,	such	amounts	shall	include	any	premium	and	costs
payable	in	connection	with	the	purchase	of	the	Obligation	Currency.
13.21
13.22
.
OTHER	LIENS	ON	COLLATERAL;	TERMS	OF	INTERCREDITOR	AGREEMENT;	ETC
.
.		
		(a)		EACH	LENDER
UNDERSTANDS,	ACKNOWLEDGES	AND	AGREES	THAT	LIENS	MAY	BE	CREATED	ON	THE	COLLATERAL	PURSUANT	TO	THE
PERMITTED	ADDITIONAL	SECURED	INDEBTEDNESS	DOCUMENTS,	WHICH	LIENS	SHALL	BE	SUBJECT	TO	THE	TERMS	AND


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CONDITIONS	OF	THE	INTERCREDITOR	AGREEMENT.		THE	EXPRESS	TERMS	OF	THE	INTERCREDITOR	AGREEMENT	SHALL
PROVIDE,	IN	THE	EVENT	OF	ANY	CONFLICT	BETWEEN	THE	TERMS	OF	THE	INTERCREDITOR	AGREEMENT	AND	ANY	OF	THE
CREDIT	DOCUMENTS,	THE	PROVISIONS	OF	THE	INTERCREDITOR	AGREEMENT	SHALL	GOVERN	AND	CONTROL.
(b)
EACH	LENDER	AUTHORIZES	AND	INSTRUCTS	THE	ADMINISTRATIVE	AGENT	AND	THE	COLLATERAL	AGENT	TO
ENTER	INTO	THE	INTERCREDITOR	AGREEMENT	ON	BEHALF	OF	THE	LENDERS,	AND	TO	TAKE	ALL	ACTIONS	(AND	EXECUTE	ALL
DOCUMENTS)	REQUIRED	(OR	DEEMED	ADVISABLE)	BY	IT	IN	ACCORDANCE	WITH	THE	TERMS	OF	THE	INTERCREDITOR
AGREEMENT.
THE	PROVISIONS	OF	THIS	SECTION	
13.21
13.22
	ARE	NOT	INTENDED	TO	SUMMARIZE	ALL	RELEVANT	PROVISIONS	OF
THE	INTERCREDITOR	AGREEMENT.		REFERENCE	MUST	BE	MADE	TO	THE	INTERCREDITOR	AGREEMENT	ITSELF	TO	UNDERSTAND
ALL	TERMS	AND	CONDITIONS	THEREOF.		EACH	LENDER	IS	RESPONSIBLE	FOR	MAKING	ITS	OWN	ANALYSIS	AND	REVIEW	OF	THE
INTERCREDITOR	AGREEMENT	AND	THE	TERMS	AND	PROVISIONS	THEREOF,	AND	NEITHER	THE	ADMINISTRATIVE	AGENT	NOR
ANY	OF	ITS	AFFILIATES	MAKES	ANY	REPRESENTATION	TO	ANY	LENDER	AS	TO	THE	SUFFICIENCY	OR	ADVISABILITY	OF	THE
PROVISIONS	CONTAINED	IN	THE	INTERCREDITOR	AGREEMENT.
13.22
13.23
.
Interest	Rate	Limitation


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13.23
.
Interest	Rate	Limitation
.		Notwithstanding	anything	to	the	contrary	contained	in	any	Credit	Document,	the
interest	paid	or	agreed	to	be	paid	under	the	Credit	Documents	shall	not	exceed	the	maximum	rate	of	non-usurious	interest	permitted	by
applicable	law	(the	“
Maximum	Rate
”).		If	the	Administrative	Agent	or	any	Lender	shall	receive	interest	in	an	amount	that	exceeds	the
Maximum	Rate,	the	excess	interest	shall	be	applied	to	the	principal	of	the	Loans	or,	if	it	exceeds	such	unpaid	principal,	refunded	to	the
Company.		In	determining	whether	the	interest	contracted	for,	charged,	or	received	by	the	Administrative	Agent	or	a	Lender	exceeds	the
Maximum	Rate,	such	Person	may,	to	the	extent	permitted	by	applicable	law,	(a)	characterize	any	payment	that	is	not	principal	as	an
expense,	fee,	or	premium	rather	than	interest,	(b)	exclude	voluntary	prepayments	and	the	effects	thereof,	and	(c)	amortize,	prorate,
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allocate,	and	spread	in	equal	or	unequal	parts	the	total	amount	of	interest	throughout	the	contemplated	term	of	the	Obligations
hereunder.
13.23
13.24.
MIRE	Events
.		Each	of	the	parties	hereto	acknowledges	and	agrees	that,	solely	in	the	event	that	there	are	any
Mortgaged	Properties	at	the	time	of	any	increase,	extension	or	renewal	of	any	of	the	Commitments	or	Loans	(including	the	provision	of
Incremental	Commitments	or	any	other	incremental	credit	facilities	hereunder,	but	excluding	(i)	any	continuation	or	conversion	of
borrowings,	(ii)	the	making	of	any	Revolving	Loans	or	(iii)	the	issuance,	renewal,	extension,	amendment	or	modification	of	Letters	of
Credit)	shall	be	subject	to	(and	conditioned	upon)	delivery	of	all	flood	hazard	determination	certifications	and,	if	otherwise	required	by	this
Credit	Agreement,	evidence	of	flood	insurance	and	other	flood-related	documentation	with	respect	to	such	Mortgaged	Properties	as
required	by	Flood	Insurance	Laws	and	as	otherwise	reasonably	requested	by	the	Administrative	Agent	or	the	Lenders	(through	the
Administrative	Agent).	The	Administrative	Agent	shall	provide	notice	to	the	Lenders	of	any	such	delivery	prior	to	the	consummation	of
such	event.
13.25.
Acknowledgment	and	Consent	to	Bail-In	of	
Affected	Financial	Institutions
.		
Notwithstanding	anything	to	the
contrary	in	any	Credit	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	Credit	Document,	to	the	extent	such	liability	is
unsecured,	may	be	subject	to	the	write-down	and	conversion	powers	of


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the	applicable	Resolution	Authority	and	agrees	and	consents	to,
and	acknowledges	and	agrees	to	be	bound	by:
(a)
the	application	of	any	Write-Down	and	Conversion	Powers	by	
the	applicable	
Resolution	Authority	to	any	such	liabilities
arising	hereunder	which	may	be	payable	to	it	by	any	party	hereto	that	is	an	Affected	Financial	Institution;	and
(b)
the	effects	of	any	Bail-in	Action	on	any	such	liability,	including,	if	applicable:
(i)
a	reduction	in	full	or	in	part	or	cancellation	of	any	such	liability;
(ii)
	a	conversion	of	all,	or	a	portion	of,	such	liability	into	shares	or	other	instruments	of	ownership	in	such
Affected	
Financial	Institution,	its	parent	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	Credit	Document;	or
(iii)
the	variation	of	the	terms	of	such	liability	in	connection	with	the	exercise	of	the	Write-Down	and
Conversion	Powers	of	the	applicable	Resolution	Authority.
13.26.
Acknowledgment	Regarding	Any	Supported	QFCs.	To	the	extent	that	the	Credit	Documents	provide	support,
through	a	guarantee	or	otherwise,	for	Secured	Hedging	Agreements	or	any	other	agreement	or	instrument	that	is	a	QFC	(such	support
“QFC	Credit	Support”	and	each	such	QFC	a	“Supported	QFC”),	the	parties	acknowledge	and	agree	as	follows	with	respect	to	the
resolution	power	of	the	Federal	Deposit	Insurance	Corporation	under	the	Federal	Deposit	Insurance	Act	and	Title	II	of	the	Dodd-Frank


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Wall	Street	Reform	and	Consumer	Protection	Act	(together	with	the	regulations	promulgated	thereunder,	the	“U.S.	Special	Resolution
Regimes”)	in	respect	of	such	Supported	QFC	and	QFC	Credit	Support	(with	the	provisions	below	applicable	notwithstanding	that	the
Credit	Documents	and	any	Supported	QFC	may	in	fact	be	stated	to	be	governed	by	the	laws	of	the	State	of	New	York	and/or	of	the	United
States	or	any	other	state	of	the	United	States):
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In	the	event	a	Covered	Entity	that	is	party	to	a	Supported	QFC	(each,	a	“Covered	Party”)	becomes	subject	to	a	proceeding
under	a	U.S.	Special	Resolution	Regime,	the	transfer	of	such	Supported	QFC	and	the	benefit	of	such	QFC	Credit	Support	(and	any	interest
and	obligation	in	or	under	such	Supported	QFC	and	such	QFC	Credit	Support,	and	any	rights	in	property	securing	such	Supported	QFC	or
such	QFC	Credit	Support)	from	such	Covered	Party	will	be	effective	to	the	same	extent	as	the	transfer	would	be	effective	under	the	U.S.
Special	Resolution	Regime	if	the	Supported	QFC	and	such	QFC	Credit	Support	(and	any	such	interest,	obligation	and	rights	in	property)
were	governed	by	the	laws	of	the	United	States	or	a	state	of	the	United	States.	In	the	event	a	Covered	Party	or	a	BHC	Act	Affiliate	of	a
Covered	Party	becomes	subject	to	a	proceeding	under	a	U.S.	Special	Resolution	Regime,	Default	Rights	under	the	Credit	Documents	that
might	otherwise	apply	to	such	Supported	QFC	or	any	QFC	Credit	Support	that	may	be	exercised	against	such	Covered	Party	are	permitted
to	be	exercised	to	no	greater	extent	than	such	Default	Rights	could	be	exercised	under	the	U.S.	Special	Resolution	Regime	if	the
Supported	QFC	and	the	Credit	Documents	were	governed	by	the	laws	of	the	United	States	or	a	state	of	the	United	States.	Without
limitation	of	the	foregoing,	it	is	understood	and	agreed	that	rights	and	remedies	of	the	parties	with	respect	to	a	Defaulting	Lender	shall	in
no	event	affect	the	rights	of	any	Covered	Party	with	respect	to	a	Supported	QFC	or	any	QFC	Credit	Support.
SECTION	14.
Nature	of	Obligations
.


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SECTION	14.
Nature	of	Obligations
.
14.01.
Nature	of	Obligations
.		Notwithstanding	anything	to	the	contrary	contained	elsewhere	in	this	Agreement,	it	is
understood	and	agreed	by	the	various	parties	to	this	Agreement	that:
(a)
all	U.S.	Borrower	Obligations	to	repay	principal	of,	interest	on,	and	all	other	amounts	with	respect	to,	all	U.S.
Borrower	Revolving	Loans,	U.S.	Borrower	Swingline	Loans,	Letters	of	Credit	issued	for	the	account	of	any	U.S.	Borrower	and	all	other
U.S.	Borrower	Obligations	pursuant	to	this	Agreement	and	each	other	Credit	Document	(including	all	fees,	indemnities,	taxes	and	other
U.S.	Borrower	Obligations	in	connection	therewith	or	in	connection	with	the	related	Commitments)	shall	constitute	the	joint	and	several
obligations	of	each	of	the	U.S.	Borrowers.		In	addition	to	the	direct	(and	joint	and	several)	obligations	of	the	U.S.	Borrowers	with	respect
to	the	U.S.	Borrower	Obligations	as	described	above,	all	such	U.S.	Borrower	Obligations	shall	be	guaranteed	pursuant	to,	and	in
accordance	with	the	terms	of,	the	U.S.	Guaranty,	
provided
	that	the	obligations	of	a	U.S.	Borrower	with	respect	to	the	U.S.	Borrower
Obligations	as	described	above	shall	not	be	limited	by	any	provision	of	the	U.S.	Guaranty	entered	into	by	such	U.S.	Borrower;	
and
(b)
all	Dutch	Borrower	Obligations	to	repay	principal	of,	interest	on,	and	all	other	amounts	with	respect	to,	all	Dutch


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Borrower	Revolving	Loans,	Dutch	Borrower	Swingline	Loans,	Letters	of	Credit	issued	for	the	account	of	any	Dutch	Borrower	and	all	other
Dutch	Borrower	Obligations	pursuant	to	this	Agreement	and	each	other	Credit	Document	(including	all	fees,	indemnities,	taxes	and	other
Dutch	Borrower	Obligations	in	connection	therewith	or	in	connection	with	the	related	Commitments)	shall	constitute	the	joint	and	several
obligations	of	each	of	the	Dutch	Borrowers.		In	addition	to	the	direct	(and	joint	and	several)	obligations	of	the	Dutch	Borrowers	with
respect	to	Dutch	Borrower	Obligations	as	described	above,	all	such	Dutch	Borrower	Obligations	shall	be	guaranteed	pursuant	to,	and	in
accordance	with	the	terms	of,	each	of	the	U.S.	Guaranty	and	the	Dutch	Guaranty
.
	
and	the	UK	Guaranty;	and
(c)
all	UK	Borrower	Obligations	to	repay	principal	of,	interest	on,	and	all	other	amounts	with	respect	to,	all	UK	Borrower
Revolving	Loans,	Letters	of	Credit	issued	for	the	account	of	any	UK	Borrower	and	all	other	UK	Borrower	Obligations	pursuant	to	this
Agreement	and	each	other	Credit	Document	(including	all	fees,	indemnities,	taxes	and	other	UK	Borrower	Obligations	in	connection
therewith	or	in	connection	with	the	related	Commitments)	shall	constitute	the	joint	and	several	obligations	of	each	of	the	UK
Borrowers.		In	addition	to	the	direct	(and	joint	and	several)	obligations	of	the	UK	Borrowers	with	respect	to	UK	Borrower	Obligations	as
described	above,	all	such	UK	Borrower
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Obligations	shall	be	guaranteed	pursuant	to,	and	in	accordance	with	the	terms	of,	each	of	the	U.S.	Guaranty	and	the	Dutch	Guaranty	and
the	UK	Guaranty.		
14.02.
Independent	Obligation
.		The	obligations	of	each	Borrower	with	respect	to	its	Borrower	Obligations	are
independent	of	the	Obligations	of	each	other	Borrower	or	any	Guarantor	under	its	Guaranty	of	such	Borrower	Obligations,	and	a	separate
action	or	actions	may	be	brought	and	prosecuted	against	each	Borrower,	whether	or	not	any	other	Borrower	or	any	Guarantor	is	joined	in
any	such	action	or	actions.		Each	Borrower	waives,	to	the	fullest	extent	permitted	by	law,	the	benefit	of	any	statute	of	limitations	affecting
its	liability	hereunder	or	the	enforcement	thereof.		Any	payment	by	any	Borrower	or	other	circumstance	which	operates	to	toll	any	statute
of	limitations	as	to	any	Borrower	shall,	to	the	fullest	extent	permitted	by	law,	operate	to	toll	the	statute	of	limitations	as	to	each	Borrower.
14.03.
Authorization
.		Each	of	the	Borrowers	authorizes	the	Administrative	Agent,	the	Collateral	Agent,	the	Issuing
Lenders	and	the	Lenders	without	notice	or	demand	(except	as	shall	be	required	by	applicable	statute	and	cannot	be	waived),	and	without
affecting	or	impairing	its	liability	hereunder,	from	time	to	time	to,	to	the	maximum	extent	permitted	by	applicable	law	and	the	Credit
Documents:
(a)
exercise	or	refrain	from	exercising	any	rights	against	any	other	Borrower	or	any	Guarantor	or	others	or	otherwise	act
or	refrain	from	acting;
(b)


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or	refrain	from	acting;
(b)
release	or	substitute	any	other	Borrower,	endorsers,	Guarantors	or	other	obligors;
(c)
settle	or	compromise	any	of	the	Borrower	Obligations	of	any	other	Borrower	or	any	other	Credit	Party,	any	security
therefor	or	any	liability	(including	any	of	those	hereunder)	incurred	directly	or	indirectly	in	respect	thereof	or	hereof,	and	may	subordinate
the	payment	of	all	or	any	part	thereof	to	the	payment	of	any	liability	(whether	due	or	not)	of	any	Borrower	to	its	creditors	other	than	the
Lenders;
(d)
apply	any	sums	paid	by	any	other	Borrower	or	any	other	Person,	howsoever	realized	to	any	liability	or	liabilities	of
such	other	Borrower	or	other	Person	regardless	of	what	liability	or	liabilities	of	such	other	Borrower	or	other	Person	remain	unpaid;
and/or
(e)
consent	to	or	waive	any	breach	of,	or	act,	omission	or	default	under,	this	Agreement	or	any	of	the	instruments	or
agreements	referred	to	herein,	or	otherwise,	by	any	other	Borrower	or	any	other	Person.
14.04.
Reliance
.		It	is	not	necessary	for	the	Administrative	Agent,	the	Collateral	Agent,	any	Issuing	Lender	or	any	Lender
to	inquire	into	the	capacity	or	powers	of	the	Company,	any	other	Borrower	or	any	of	their	respective	Subsidiaries	or	the	officers,	directors,
members,	partners	or	agents	acting	or	purporting	to	act	on	its	behalf,	and	any	Borrower	Obligations	made	or	created	in	reliance	upon	the


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professed	exercise	of	such	powers	shall	constitute	the	joint	and	several	obligations	of	the	respective	Borrowers	hereunder.
14.05.
Contribution;	Subrogation
.		No	Borrower	shall	exercise	any	rights	of	contribution	or	subrogation	with	respect	to
any	other	Borrower	as	a	result	of	payments	made	by	it	hereunder,	in	each	case	unless	and	until	(a)	the	Total	Revolving	Loan	Commitment
and	all	Letters	of	Credit	have	been	terminated	(or	have	been	cash	collateralized	or	backstopped	by	another	letter	of	credit,	in	either	case
on	terms	and	pursuant	to	arrangements	reasonably	satisfactory	to	the	Administrative	Agent	and	the	respective	Issuing	Lenders	(which
arrangements,	in	any	event,	shall	require	such	cash	collateral	or	backstop	letter	of	credit	to	be	in	a	stated	amount	equal	to	not	more	than
102%	of	the	aggregate	Stated	Amount	of	all	Letters	of	Credit	outstanding	at	such	time))	and	(b)	all	of	the	Obligations	have	been	paid	in
full	in	cash	(other	than
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any	indemnities	or	other	contingent	payment	obligations	of	the	Credit	Parties	set	forth	in	the	Credit	Documents	and	reimbursement
obligations	under	Section	13.01	which,	in	either	case	are	not	then	due	and	payable).		To	the	extent	that	any	Dutch	Credit	Party	or	
UK
Credit	Party	or
	
U.S.	Credit	Party	shall	be	required	to	pay	a	portion	of	the	Obligations	which	shall	exceed	the	amount	of	loans,	advances	or
other	extensions	of	credit	received	by	such	Credit	Party	and	all	interest,	costs,	fees	and	expenses	attributable	to	such	loans,	advances	or
other	extensions	of	credit,	then	such	Credit	Party	shall	be	reimbursed	by	the	other	Credit	Parties	within	its	group	(Dutch	or	U.S.
	or	UK
)
for	the	amount	of	such	excess,	subject	to	the	restrictions	of	the	previous	sentence.		This	Section	14.05	is	intended	only	to	define	the
relative	rights	of	Credit	Parties,	and	nothing	set	forth	in	this	Section	14.05	is	intended	or	shall	impair	the	obligations	of	each	Credit	Party
to	pay	the	Obligations	as	and	when	the	same	shall	become	due	and	payable	in	accordance	with	the	terms	hereof.
14.06.
Waiver
.		Each	Borrower	waives	any	right	to	require	the	Administrative	Agent,	the	Collateral	Agent,	the	Issuing
Lenders	or	the	Lenders	to	(a)	proceed	against	any	other	Borrower,	any	Guarantor	or	any	other	party,	(b)	proceed	against	or	exhaust	any
security	held	from	any	Borrower,	any	Guarantor	or	any	other	party	or	(c)	pursue	any	other	remedy	in	the	Administrative	Agent’s,	the


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Collateral	Agent’s,	any	Issuing	Lender’s	or	Lenders’	power	whatsoever.		Each	Borrower	waives	any	defense	based	on	or	arising	out	of
suretyship	or	any	impairment	of	security	held	from	any	Borrower,	any	Guarantor	or	any	other	party	or	on	or	arising	out	of	any	defense	of
any	other	Borrower,	any	Guarantor	or	any	other	party	other	than	payment	in	full	in	cash	of	its	Borrower	Obligations,	including	any	defense
based	on	or	arising	out	of	the	disability	of	any	other	Borrower,	any	Guarantor	or	any	other	party,	or	the	unenforceability	of	its	Borrower
Obligations	or	any	part	thereof	from	any	cause,	or	the	cessation	from	any	cause	of	the	liability	of	any	other	Borrower,	in	each	case	other
than	as	a	result	of	the	payment	in	full	in	cash	of	its	Borrower	Obligations.
14.07.
Limitation	on	Dutch	Borrower	Obligations
.		Notwithstanding	anything	to	the	contrary	herein	or	in	any	other	Credit
Document	(including	provisions	that	may	override	any	other	provision),	in	no	event	shall	the	Dutch	Borrowers	or	any	other	Dutch	Credit
Party	guarantee	or	be	deemed	to	have	guaranteed	or	become	liable	or	obligated	on	a	joint	and	several	basis	or	otherwise	for,	or	to	have
pledged	any	of	its	assets	to	secure,	any	direct	U.S.	Borrower	Obligation	
or	any	direct	UK	Borrower	Obligation
	under	this	Agreement	or
under	any	of	the	other	Credit	Documents.		All	provisions	contained	in	any	Credit	Document	shall	be	interpreted	consistently	with	this


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Section	14.07	to	the	extent	possible,	and	where	such	other	provisions	conflict	with	the	provisions	of	this	Section	14.07,	the	provisions	of
this	Section	14.07	shall	govern.
14.08.
Rights	and	Obligations
.		The	obligations	of	the	Swingline	Lender,	each	Issuing	Lender	and	each	Lender	under	this
Agreement	bind	each	of	them	severally.		Failure	by	the	Swingline	Lender,	any	Issuing	Lender	or	any	Lender,	as	the	case	may	be,	to
perform	its	obligations	under	this	Agreement	does	not	affect	the	obligations	of	any	other	party	under	this	Agreement.		The	Swingline
Lender,	each	Issuing	Lender	or	each	Lender	is	not	responsible	for	the	obligations	of	any	other	Swingline	Lender,	Issuing	Lender	or
Lender,	as	the	case	may	be,	under	this	Agreement.		The	rights,	powers	and	remedies	of	the	Swingline	Lender,	each	Issuing	Lender	and
each	Lender	in	connection	with	this	Agreement	are	separate	and	independent	rights,	powers	and	remedies	and	any	debt	arising	under	this
Agreement	to	or	for	the	account	of	the	Swingline	Lender,	any	Issuing	Lender	or	any	Lender	from	a	Credit	Party	is	a	separate	and
independent	debt.
*	*	*
	
201


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IN	WITNESS	WHEREOF,	the	parties	hereto	have	caused	their	duly	authorized	officers	to	execute	and	deliver	this	Agreement	as
of	the	date	first	above	written.
Address:
	
[●]
Attention:		[●]
Facsimile:		[●]
TESLA,	INC.
with	a	copy	to:
	
[●]
Attention:		[●]
Facsimile:		[●]
	
By:
Name:		
Title:		
	
	
[●]
Attention:		[●]
Facsimile:		[●]
TESLA	MOTORS	NETHERLANDS	B.V.
with	a	copy	to:
	
[●]
Attention:		[●]
Facsimile:		[●]
	
By:
Name:		
Title:		
	
	
[●]
Attention:		[●]
Facsimile:		[●]
TESLA	MOTORS	LIMITED
	
	
	
	
	
	
	
DEUTSCHE	BANK	AG	NEW	YORK	BRANCH,	Individually,	as
Administrative	Agent,	as	Collateral	Agent	and	as	Issuing	Lender
	
By:
Name:		
Title:		
	
[Signature	Page	–	Tesla	Credit	Agreement]


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with	a	copy	to:
By:
Name:		
Title:		
	
__________________________,	
as	a	Lender	
[●]
Attention:		[●]
Facsimile:		[●]
	
By:
Name:		
Title:		
	
__________________________,	
as	a	Lender	
	
By:
Name:		
Title:		
	
	
	
	
DEUTSCHE	BANK	AG	NEW	YORK	BRANCH,	Individually,	as
Administrative	Agent,	as	Collateral	Agent	and	as	Issuing	Lender
	
By:
Name:		
Title:		
	
By:
Name:		
Title:		
	
[Signature	Page	–	Tesla	Credit	Agreement]


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EXHIBIT	B-5
	
FORM	OF	UK	BORROWER	REVOLVING	NOTE
	
$
																					
	
New	York,	New	York
	
	
																	
	
					
,
20
						
	
	
FOR	VALUE	RECEIVED,	Tesla	Motors	Limited,	a	company	organized	in	England	and	Wales	(“
Tesla	UK
”,	and	together	with	each	Wholly-
Owned	UK	Subsidiary	(as	defined	in	the	Credit	Agreement	referred	to	below)	of	Tesla	UK	that	becomes	a	Borrower	under	the	Credit
Agreement	referred	to	below,	each	a	“
UK	Borrower
”	and,	collectively,	the	“
UK	Borrowers
”),	hereby	jointly	and	severally	promise	to	pay	to
[
_______________________
]
	or	its	registered	assigns	(the	“
Lender
”),	in	lawful	money	of	the	relevant	Available	Currency	(as	defined	in	the
Credit	Agreement)	in	immediately	available	funds,	at	the	Payment	Office	(as	defined	in	the	Credit	Agreement	referred	to	below),	on	the
Final	Maturity	Date	(as	defined	in	the	Credit	Agreement)	the	principal	sum	of	__________	U.S.	DOLLARS	($__________)	or,	if	less,	the	unpaid
principal	amount	of	all	UK	Borrower	Revolving	Loans	(as	defined	in	the	Credit	Agreement)	made	by	the	Lender	pursuant	to	the	Credit
Agreement,	payable	at	such	times	and	in	such	amounts	as	are	specified	in	the	Credit	Agreement;	
provided
	that,	notwithstanding	the	fact
that	the	principal	amount	of	this	Note	is	denominated	in	U.S.	Dollars,	to	the	extent	provided	in	the	Credit	Agreement,	all	payments
hereunder	with	respect	to	UK	Borrower	Revolving	Loans	shall	be	made	in	the	respective	Available	Currency,	whether	or	not	the	U.S.


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Dollar	Equivalent	(as	defined	in	the	Credit	Agreement)	of	such	amounts	would	exceed	the	stated	principal	amount	of	this	Note.
The	UK	Borrowers	also	jointly	and	severally	promise	to	pay	interest	on	the	unpaid	principal	amount	of	each	UK	Borrower	Revolving	Loan
made	by	the	Lender	in	like	money	at	said	office	from	the	date	hereof	until	paid,	and	payable	at	the	rates	and	at	the	times	provided	in
Section	2.08	of	the	Credit	Agreement.
This	Note	is	one	of	the	UK	Borrower	Revolving	Notes	referred	to	in	the	Amended	and	Restated	ABL	Credit	Agreement,	dated	as	of	March
6,	2019	(as	amended	by	the	First	Amendment	to	Amended	and	Restated	ABL	Credit	Agreement,	dated	as	of	December	23,	2020	(the	“
First
Amendment
”),	and	as	further	amended,	restated,	modified	and/or	supplemented	from	time	to	time,	the	“
Credit	Agreement
”),	among	the
UK	Borrowers	(after	giving	effect	to	the	First	Amendment),	Tesla,	Inc.	(the	“
Company
”,	and	together	with	each	Wholly-Owned	Domestic
Subsidiary	of	the	Company	that	becomes	a	U.S.	Borrower	pursuant	to	the	terms	of	the	Credit	Agreement,	collectively,	the	“
U.S.
Borrowers
”),	Tesla	Motors	Netherlands	B.V.	(“
Tesla	B.V.
”,	and	together	with	each	Wholly-Owned	Dutch	Subsidiary	of	Tesla	B.V.	that
becomes	a	Borrower	pursuant	to	the	terms	of	the	Credit	Agreement,	collectively,	the	“
Dutch	Borrowers
”;	and	the	UK	Borrowers,	together
with	the	Dutch	Borrowers	and	the	U.S.	Borrowers,	collectively,	the	“
Borrowers


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Borrowers
”),	the	lenders	party	thereto	from	time	to	time	(including
the	Lender),	Deutsche	Bank	AG	New	York	Branch,	as	Collateral	Agent	and	as	Administrative	Agent,	and	the	other	agents	party	thereto	and
is	entitled	to	the	benefits	thereof	and	of	the	other	Credit	Documents	(as	defined	in	the	Credit	Agreement).		This	Note	is	secured	by	the
Security	Documents	(as	defined	in	the	Credit	Agreement)	and	is	entitled	to	the	benefits	of	the	Guaranties	(as	defined	in	the	Credit
Agreement).		As	provided	in	the	Credit	Agreement,	this	Note	is	subject	to	voluntary	prepayment	and	mandatory	repayment	prior	to	the
Final	Maturity	Date,	in	whole	or	in	part,	and	UK	Borrower	Revolving	Loans	may	be	converted	from	one	Type	(as	defined	in	the	Credit
Agreement)	of	UK	Borrower	Revolving	Loans	into	another	Type	of	UK	Borrower	Revolving	Loans	to	the	extent	provided	in	the	Credit
Agreement.
In	case	an	Event	of	Default	(as	defined	in	the	Credit	Agreement)	shall	occur	and	be	continuing,	the	principal	of	and	accrued	interest	on
this	Note	may	be	declared	to	be	due	and	payable	in	the	manner	and	with	the	effect	provided	in	the	Credit	Agreement.


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The	UK	Borrowers	hereby	waive,	to	the	fullest	extent	permitted	by	applicable	law,	presentment,	demand,	protest	or	notice	of	any	kind	in
connection	with	this	Note.
THIS	NOTE	SHALL	BE	CONSTRUED	IN	ACCORDANCE	WITH	AND	BE	GOVERNED	BY	THE	LAW	OF	THE	STATE	OF	NEW
YORK	(WITHOUT	REGARD	TO	CONFLICTS	OF	LAW	PRINCIPLES	THAT	WOULD	RESULT	IN	THE	APPLICATION	OF	ANY	LAW
OTHER	THAN	THE	LAW	OF	THE	STATE	OF	NEW	YORK).
	
TESLA	MOTORS	LIMITED
	
	
	
	
	
By:
	
	
	
	
Name:
	
	
	
	
Title:
	
	
	
	
	
	
	
[NAME	OF	OTHER	BORROWERS]
2
	
	
	
	
	
By:
	
	
	
	
Name:
	
	
	
	
Title:
	
	
	
	
2
Include	a	signature	block	for	each	other	UK	Borrower	(if	any)	party	to	the	Note.


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string_value:
EXHIBIT	O
FORM	OF	BORROWING	BASE	CERTIFICATE
The	undersigned	hereby	certifies	that:
(1)
I	am	the	duly	elected	[CHIEF	FINANCIAL	OFFICER][TITLE	OF	AUTHORIZED	OFFICER]	of	TESLA
MOTORS,	INC.,	a	Delaware	corporation	(the	“
Company
”).
(2)
In	accordance	with	Section	9.01(h)	of	that	certain	Amended	and	Restated	ABL	Credit	Agreement,	dated	as
of	March	6,	2019	(as	amended	by	the	First	Amendment	to	Amended	and	Restated	ABL	Credit	Agreement,	dated	as	of	December	23,	2020
(the	“
First	Amendment
”),	and	as	further	amended,	restated,	modified	and/or	supplemented	from	time	to	time,	the	“
Credit	Agreement
”;
capitalized	terms	defined	therein	and	not	otherwise	defined	herein	being	used	herein	as	therein	defined),	by	and	among	Tesla,	Inc.	(the
“
Company
”,	and	together	with	each	Wholly-Owned	Domestic	Subsidiary	of	the	Company	that	becomes	a	U.S.	Borrower	pursuant	to	the
terms	of	the	Credit	Agreement,	collectively,	the	“
U.S.	Borrowers
”),	Tesla	Motors	Netherlands	B.V.	(“
Tesla	B.V.
”,	and	together	with	each
other	Wholly-Owned	Dutch	Subsidiary	of	Tesla	B.V.	that	becomes	a	Dutch	Borrower	pursuant	to	the	terms	of	the	Credit	Agreement,
collectively,	the	“
Dutch	Borrowers
”),	Tesla	Motors	Limited	(“
Tesla	UK
”,	and	together	with	each	other	Wholly-Owned	Dutch	Subsidiary	of
Tesla	UK	that	becomes	a	UK	Borrower	pursuant	to	the	terms	of	the	Credit	Agreement,	collectively,	the	“


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UK	Borrowers
”;	and	the	UK
Borrowers,	together	with	the	U.S.	Borrowers	and	the	Dutch	Borrowers,	collectively,	the	“
Borrowers
”),	the	lenders	from	time	to	time	party
thereto,	Deutsche	Bank	AG	New	York	Branch,	as	Collateral	Agent	and	as	Administrative	Agent,	and	the	other	agents	party	thereto,
attached	hereto	as	
Annex	1
	is	a	true	and	accurate	calculation,	in	all	material	respects,	of	each	of	the	U.S.	Borrowing	Base,	the	Dutch
Borrowing	Base	and	the	UK	Borrowing	Base	as	of	[______	__],	20[__],	each	determined	in	accordance	with	the	requirements	of	the	Credit
Agreement.
IN	WITNESS	WHEREOF,	the	undersigned	has	caused	this	certificate	to	be	duly	executed	as	of	[______	__],	20[__].
	
TESLA	MOTORS,	INC.
	
	
	
	
	
By:
	
	
	
	
Name:
	
	
	
	
Title:


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EXHIBIT	P
FORM	OF	UK	GUARANTY
	
GUARANTY
	
(as
	
amended,
	
modified,
	
restated
	
and/or
	
supplemented
	
from
	
time
	
to
	
time,
	
this	“
Guaranty
”),
	
dated
	
as
	
of
	
December
	
23,
2020,
	
made
	
by
	
and
	
among
	
each
	
of
	
the
	
undersigned
	
guarantors
	
(each,	a	“
Guarantor
”	and,	together	with	any	other	entity	that	becomes	a
guarantor	hereunder	pursuant	to
	
Section	23	hereof,	collectively,	the	“
Guarantors
”)	in	favor	of	Deutsche	Bank	AG	New	York	Branch,	as
administrative	agent	(together	with	any	successor	administrative	agent,	the	“
Administrative	Agent
”),	for	the
	
benefit
	
of
	
the
	
Secured
Creditors
	
(as
	
defined
	
below).
	
Certain
	
capitalized
	
terms
	
as
	
used
	
herein
	
are
	
defined	in	Section	1	hereof.	Except	as	otherwise	defined	herein,
all	capitalized	terms	used	herein	and	defined	in	the	Credit	Agreement	(as	defined	below)	shall	be	used	herein	as	therein
	
defined.
	
W	I	T	N	E	S	S	E	T	H
:
	
WHEREAS,	Tesla,	Inc.,	a	Delaware	corporation	(the	“
Company
”,	together	with	each	Wholly-Owned	Domestic	Subsidiary	of	the
Company	that	becomes	a	U.S.	Borrower	pursuant	to	the	terms	of	the	Credit	Agreement,	collectively,	the	“
U.S.	Borrowers
”),	Tesla	Motors


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U.S.	Borrowers
”),	Tesla	Motors
Netherlands	B.V.,	a	company	organized	under	the	laws	of	the	Netherlands	(“
Tesla	B.V.
”	and	together	with	each	other	Wholly-Owned
Dutch	Subsidiary	of	Tesla	B.V.	that	becomes	a	Dutch	Borrower	pursuant	to	the	terms	of	the	Credit	Agreement,	collectively,	the	“
Dutch
Borrowers
”),	the	lenders	from	time	to	time	party	thereto	(the	“
Lenders
”),	Goldman	Sachs	Bank	USA,	Morgan	Stanley	Senior	Funding	Inc.
and	Bank	of	America,	N.A.,	as	Syndication	Agents,	Société	Générale	and	Wells	Fargo	Bank,	National	Association,	as	Documentation
Agents,	and	Deutsche	Bank	AG	New	York	Branch,	as	Collateral	Agent	(together	with	any	successor	collateral
	
agent,
	
the
	
“
Collateral
	
Agent
”)
and
	
as
	
Administrative
	
Agent
	
(in
	
such
	
capacity,
	
the
	
“
Administrative
	
Agent
”),	have	entered	into	an	Amended	and	Restated	ABL	Credit
Agreement,	dated	as	of	March	6,	2019	(as	amended	by	the	Amendment	(as	defined	below)	and	as	further	amended,	modified,	restated
and/or	supplemented	from	time	to	time,	the	“
Credit	Agreement
”),	providing	for	the	making	of	Loans	to	the	Borrowers,	and	the	issuance	of,
and	participation	in,	Letters	of	Credit	for	the	account	of	the	Borrowers,	all	as	contemplated	therein	(the	Lenders,	each	Issuing	Lender,	the
Administrative	Agent	and	the	Collateral	Agent	are	herein	called	the	“
Secured
	
Creditors
”);


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Secured
	
Creditors
”);
	
WHEREAS,	pursuant	to	that	certain	First	Amendment	to	Amended	and	Restated	Credit	Agreement,	to	be	dated	on	or	about	the
date	hereof	(the	“
Amendment
”),	among	the	Company,	Tesla	B.V.,	Tesla	Motors	Limited,	a	company	incorporated	in	England	and	Wales
with	registered	number	04384008	and	having	its	registered	office	at	197	Horton	Road,	West	Drayton,	England	UB7	8JD	(“
Tesla	UK
”	and,
together
	
with
	
each
	
other
	
Wholly-Owned
	
English
	
Subsidiary
	
of
	
Tesla
	
UK
	
that
	
becomes
	
a
	
Borrower
	
pursuant	to	the	terms	of	the	Credit
Agreement,	collectively,	the	“
UK	Borrowers
”;	and	the	UK	Borrowers,	together	with	the	Dutch	Borrowers	and	the	U.S.	Borrowers,
collectively,	the	“
Borrowers
”),	the	Lenders	party	thereto,	the	Administrative	Agent	and	the	Collateral	Agent,	Tesla	UK	shall	become	a
party	to	the	Credit	Agreement	and	other	Credit	Documents	as	a
	
Borrower;
	
WHEREAS,	each	Guarantor	(other	than	Tesla	UK)	is	a	Wholly-Owned	UK	Subsidiary	of
Tesla	UK;
	
WHEREAS,	it	is	a	condition	precedent	to	the	making	of	Loans	to	the	Borrowers,	and	the	issuance
	
of	(and
	
participation
	
in)
Letters
	
of
	
Credit
	
for
	
the
	
account
	
of
	
the
	
Borrowers,
	
in
	
each
	
case
	
under
	
the	Credit	Agreement,	that	each	Guarantor	shall	have	executed	and


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string_value:
delivered	to	the	Administrative	Agent	this	Guaranty;
	
and	WHEREAS,	each	Guarantor	will	benefit	from	the	incurrence	of	Loans	by	the	UK
Borrowers
	
and
	
the
	
issuance
	
of
	
(and
	
participation
	
in)
	
Letters
	
of
	
Credit
	
for
	
the
	
account
	
of
	
the
	
UK
	
Borrowers	under	the	Credit	Agreement
and,	accordingly,	desires	to	execute	this	Guaranty	in	order	to	(i)	satisfy	the


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condition	described	in	the	preceding	paragraph	and	(ii)	induce	the	Lenders	to	make	Loans	to	the	UK	Borrowers	and	issue	(and/or
participate	in)	Letters	of	Credit	for	the	account	of	the	UK
	
Borrowers;
	
NOW,
	
THEREFORE,
	
in
	
consideration
	
of
	
the
	
foregoing
	
and
	
other
	
benefits
	
accruing
	
to
	
each	Guarantor,	the	receipt	and	sufficiency
of	which	are	hereby	acknowledged,	each	Guarantor	hereby	makes	the	following	representations	and	warranties	to	the	Administrative
Agent	for	the	benefit	of	the	Secured	Creditors
	
and
	
hereby
	
covenants
	
and
	
agrees
	
with
	
each
	
other
	
Guarantor
	
and
	
the
	
Administrative
	
Agent
for
	
the	benefit	of	the	Secured	Creditors	as
	
follows:
	
1.
GUARANTY
.	Each	Guarantor,	jointly	and	severally,	irrevocably,	absolutely	and	unconditionally	guarantees	as
a	primary	obligor	and	not	merely	as	surety	to	the	Secured	Creditors	the	full	and	prompt	payment	when	due	(whether	at	the	stated
maturity,	by	required	prepayment,	declaration,	acceleration,
	
demand
	
or
	
otherwise)
	
of
	
(i)
	
the
	
principal
	
of,
	
premium,
	
if
	
any,
	
and
	
interest
	
on
the
	
Notes
	
issued	by,	and	the	Loans	made	to,	the	UK	Borrowers	under	the	Credit	Agreement,	and	all	reimbursement	obligations
	
and
Unpaid
	
Drawings
	
with
	
respect
	
to
	
Letters
	
of


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string_value:
respect
	
to
	
Letters
	
of
	
Credit
	
issued
	
for
	
the
	
account
	
of
	
a
	
UK
	
Borrower	and	(ii)	all	other	obligations	(including,	without
limitation,	obligations	which,	but	for	the	automatic	stay	under	Section	362(a)	of	the	Bankruptcy	Code,	would	become	due),	liabilities	and
indebtedness	owing	by	the	UK	Borrowers	to	the	Secured	Creditors	under	the	Credit	Agreement	and	each	other	Credit	Document	to	which
any	UK	Borrower	is	a	party	(including,	without	limitation,	indemnities,	Fees	and	expenses	in	respect	of	which	a	UK	Borrower	is	obligated
and	interest	thereon	(including,	without	limitation,	in	each	case	any	interest,	fees	or	expenses	accruing	after	the	commencement	of	any
bankruptcy,	insolvency,	receivership	or	similar	proceeding	at	the	rate	provided	for	in	the	Credit	Agreement,	whether	or	not	such	interest,
fees
	
or
	
expenses
	
are
	
an
	
allowed
	
claim
	
in
	
any
	
such
	
proceeding)),
	
whether
	
now
	
existing
	
or
	
hereafter	incurred	under,	arising	out	of	or	in
connection	with	each	such	Credit	Document	(all	such	principal,	premium,	interest,	reimbursement	obligations,	Unpaid	Drawings,
liabilities,	indebtedness	and	obligations	being	herein	collectively	called	the	“
Guaranteed	Obligations
”).	For	the	avoidance	of	doubt,	in	no
event	shall
	
the
	
Guaranteed
	
Obligations
	
of
	
any
	
Guarantor
	
include
	
any
	
Obligations
	
of


key: chroma:document
string_value:
any
	
Obligations
	
of
	
any
	
U.S.
	
Borrower,
	
any
	
U.S.	Subsidiary	Guarantor,	any
Dutch	Borrower	or	any	Dutch	Subsidiary
	
Guarantor.
	
Each
	
Guarantor
	
understands,
	
agrees
	
and
	
confirms
	
that
	
the
	
Secured
	
Creditors
	
may
	
enforce
	
this
	
Guaranty
	
up	to	the	full	amount
of	the	Guaranteed	Obligations	against	such	Guarantor	without	proceeding	against	any	other	Guarantor	or	any	other	guarantor	of	the
Guaranteed	Obligations,	or	any	Borrower,	or	against	any	security	for	the	Guaranteed	Obligations,	or	under	any	other	guaranty	covering	all
or	a	portion	of	the	Guaranteed	Obligations.	This	Guaranty	is	a	guaranty	of	prompt	payment	and	performance	and	not	of	collection.	For
purposes	of	this	Guaranty,	the	term	“Guarantor”	as	applied	to	any	Borrower	shall	refer	to	such
	
Borrower
	
as
	
a
	
guarantor
	
of
	
indebtedness
incurred
	
by
	
another
	
Borrower,
	
and
	
not
	
indebtedness
	
directly	incurred	by	such
	
Borrower.
The	following	capitalized	terms	used	herein	shall	have	the	definitions	specified	below:	“
Termination			Date
”	shall	mean	the	date
upon	which	the	Total	Revolving
	
Loan	Commitment	under	the	Credit	Agreement	has	been	terminated,	no	Note	is	outstanding	(and	all


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Loans	and	Unpaid	Drawings	have	been	paid	in	full),	all	Letters	of	Credit	have	been	terminated	(or	have	been	cash	collateralized	or
backstopped	by	another	letter	of	credit,	in	either	case	on	terms	and	pursuant	to	arrangements	reasonably	satisfactory	to	the
Administrative	Agent	and	the	respective	Issuing	Lenders	(which	arrangements,	in	any	event,	shall	require	such	cash	collateral	or	backstop
letter	of	credit	to	be	in	a	stated
	
amount
	
equal
	
to
	
at
	
least
	
102%
	
of
	
the
	
aggregate
	
Stated
	
Amount
	
of
	
all
	
Letters
	
of
	
Credit
	
outstanding
	
at	such
time)),
	
and
	
all
	
other
	
Guaranteed
	
Obligations
	
(other
	
than
	
indemnities
	
and
	
other
	
contingent
	
payment	obligations	under	the	Credit
Documents	which	are	not	then	due	and	payable)	then	due	and	payable	have	been	paid	in	full.
	
Additionally,	each	Guarantor,	jointly	and	severally,	unconditionally,	absolutely	and	irrevocably,
	
guarantees
	
the
	
payment
	
of
	
any
and
	
all
	
Guaranteed
	
Obligations
	
whether
	
or
	
not
	
due
	
and
	
payable	by	any	UK


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Borrower	upon	the	occurrence,	in	respect	of	any	Borrower,	of	any	of	the	events	specified	in	Section	11.05	of	the	Credit	Agreement,	and
unconditionally,	absolutely	and	irrevocably,	jointly	and	severally,	promises	to	pay	such	Guaranteed	Obligations	to	the	Secured	Creditors,
or	order,	on
	
demand.
2.
LIABILITY	OF	GUARANTORS	ABSOLUTE
.	The	liability	of	each	Guarantor	hereunder	is	primary,	absolute,
joint	and	several,	and	unconditional	and	is	exclusive	and	independent	of	any	security	for	or	other	guaranty	of	the	indebtedness	of	the	UK
Borrowers	whether	executed	by	such	Guarantor,	any	other	Guarantor,	any	other	guarantor	or	by	any	other	party,	and	the	liability	of	each
Guarantor	hereunder	shall	not	be	affected	or	impaired	by	any	circumstance	or	occurrence	whatsoever,	including,	without	limitation:	(a)
any	direction	as	to	application	of	payment	by	any	UK	Borrower	or	any	other
	
party,
	
(b)
	
any
	
other
	
continuing
	
or
	
other
	
guaranty,
	
undertaking
or
	
maximum
	
liability
	
of
	
a
	
Guarantor
	
or	of	any	other	party	as	to	the	Guaranteed	Obligations,	(c)	any	payment	on	or	in	reduction	of	any	such
other	guaranty	or	undertaking,	(d)	any	dissolution,	termination	or	increase,	decrease	or	change	in	personnel	
by	
any	Borrower,	(e)	the
failure	of	a	Guarantor	to	receive	any	benefit	from	or	as	a	result	of	its	execution,	delivery	and	performance	of	this	Guaranty,	(f)	any


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payment	made	to	any	Secured	Creditor	on	the	indebtedness	which	any	Secured	Creditor	repays	any	UK	Borrower	or	any	other	party
pursuant	to	court	order	in	any	bankruptcy,	reorganization,	arrangement,	moratorium	or	other	debtor	relief	proceeding,	and	each
Guarantor	waives	any	right	to	the	deferral	or	modification	of	its	obligations	hereunder	by	reason	of	any	such	proceeding,	(g)	any	action	or
inaction	by	the	Secured	Creditors	as	contemplated	in	Section	5	hereof	or	(h)	any	invalidity,	rescission,	irregularity	or	unenforceability	of
all	or	any	part	of	the	Guaranteed	Obligations	or	of	any	security
	
therefor.
	
3.
OBLIGATIONS	OF	GUARANTORS	INDEPENDENT
.	The	obligations	of	each	Guarantor
	
hereunder
	
are
independent
	
of
	
the
	
obligations
	
of
	
any
	
other
	
Guarantor,
	
any
	
other
	
guarantor
	
or
	
any	Borrower,	and	a	separate	action	or	actions	may	be
brought	and	prosecuted	against	each	Guarantor
	
whether	or
	
not
	
action
	
is
	
brought
	
against
	
any
	
other
	
Guarantor,
	
any
	
other
	
guarantor
	
or
	
any
UK
	
Borrower
	
and
	
whether	or	not	any	other	Guarantor,	any	other	guarantor	or	any	Borrower	is	joined	in	any	such	action	or	actions.	Each
Guarantor	waives	(to	the	fullest	extent	permitted	by	applicable	law)	the	benefits	of	any	statute	of	limitations	affecting	its	liability


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hereunder	or	the	enforcement	thereof.	Any	payment	by	any	UK	Borrower	or	other
	
circumstance
	
which
	
operates
	
to
	
toll
	
any
	
statute
	
of
limitations
	
as
	
to
	
any
	
UK
	
Borrower
	
shall
	
operate	to	toll	the	statute	of	limitations	as	to	each
	
Guarantor.
	
4.
WAIVERS	BY	GUARANTORS
.	(a)	Each	Guarantor	hereby	waives	(to	the	fullest	extent	permitted	by	applicable
law)	notice	of	acceptance	of	this	Guaranty	and	notice	of	the	existence,	creation	or	incurrence	of	any	new	or	additional	liability	to	which	it
may	apply,	and	waives	(to	the	fullest	extent	permitted	by	applicable	law)	promptness,	diligence,	presentment,	demand	of	payment,
demand	for	performance,
	
protest,
	
notice
	
of
	
dishonor
	
or
	
nonpayment
	
of
	
any
	
such
	
liabilities,
	
suit
	
or
	
taking
	
of
	
other
	
action	by
	
the
Administrative
	
Agent
	
or
	
any
	
other
	
Secured
	
Creditor
	
against,
	
and
	
any
	
other
	
notice
	
to,
	
any
	
party
	
liable	thereon	(including	such	Guarantor,
any	other	Guarantor,	any	other	guarantor	or	any	Borrower)	and	each	Guarantor
	
further
	
hereby
	
waives
	
(to
	
the
	
fullest
	
extent
	
permitted
	
by
applicable
	
law)
	
any
	
and
	
all
	
notice
	
of


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and
	
all
	
notice
	
of
	
the	creation,
	
renewal,
	
extension
	
or
	
accrual
	
of
	
any
	
of
	
the
	
Guaranteed
	
Obligations
	
and
	
notice
	
or
	
proof
	
of
reliance	by
	
any
	
Secured
	
Creditor
	
upon
	
this
	
Guaranty,
	
and
	
the
	
Guaranteed
	
Obligations
	
shall
	
conclusively
	
be
	
deemed	to	have	been	created,
contracted	or	incurred,	or	renewed,	extended,	amended,	modified,	supplemented	or	waived,	in	reliance	upon	this
	
Guaranty.
(b)
Each	Guarantor	waives	any	right	(except	as	shall	be	required	by	applicable	law	and
	
cannot
	
be
	
waived)
	
to
require
	
the
	
Secured
	
Creditors
	
to:
	
(i)
	
proceed
	
against
	
any
	
UK
	
Borrower,
	
any
	
other	Guarantor,	any	other	guarantor	of	the	Guaranteed
Obligations	or	any	other	party;	(ii)	proceed	against	or	exhaust	any	security	held	from	any	UK	Borrower,	any	other	Guarantor,	any	other
guarantor	of	the	Guaranteed
	
Obligations
	
or
	
any
	
other
	
party;
	
or
	
(iii)
	
pursue
	
any
	
other
	
remedy
	
in
	
the
	
Secured
	
Creditors’
	
power	whatsoever.


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Creditors’
	
power	whatsoever.
Each	Guarantor	waives	any	defense	based	on	or	arising	out	of	any	defense	of	any	UK	Borrower,
	
any
	
other
	
Guarantor,
	
any
	
other
	
guarantor
of
	
the
	
Guaranteed
	
Obligations
	
or
	
any
	
other
	
party
	
other


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than
	
the
	
occurrence
	
of
	
the
	
Termination
	
Date,
	
including,
	
without
	
limitation,
	
any
	
defense
	
based
	
on
	
or
	
arising	out	of	the	disability	of	any	UK
Borrower,	any	other	Guarantor,	any	other	guarantor	of	the	Guaranteed	Obligations	or	any	other	party,	or	the	unenforceability	of	the
Guaranteed	Obligations	or	any	part	thereof	from	any	cause,	or	the	cessation	from	any	cause	of	the	liability	of	any	UK	Borrower	other	than
the	occurrence
	
of
	
the
	
Termination
	
Date.
	
The
	
Secured
	
Creditors
	
may,
	
at
	
their
	
election,
	
upon
	
the
	
occurrence
	
and	during	the
	
continuance	of
an	Event	of	Default,	foreclose	on	any	collateral	serving	as	security	held	by	the	Administrative	Agent,	the	Collateral	Agent	or	the	other
Secured	Creditors	by	one	or	more	judicial	or	nonjudicial	sales,	whether	or	not	every	aspect	of	any	such	sale	is	commercially	reasonable	(to
the	extent	such	sale	is	permitted	by	applicable	law),	or	exercise	any	other	right	or	remedy	the	Secured	Creditors	may	have	against	any	UK
Borrower	or	any	other	party,	or	any	security,	without	affecting	or	impairing	in	any	way	the	liability	of	any	Guarantor	hereunder	except	to
the	extent	the	Termination	Date	has	occurred.	Each	Guarantor	waives	(to	the	fullest	extent	permitted	by	applicable	law)	any	defense
arising	out	of	any	such	election
	
by
	
the
	
Secured


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by
	
the
	
Secured
	
Creditors,
	
even
	
though
	
such
	
election
	
may
	
operate
	
to
	
impair	or
	
extinguish
	
any
	
right	of
reimbursement,
	
contribution,
	
indemnification
	
or
	
subrogation
	
or
	
other
	
right
	
or
	
remedy
	
of
	
such
	
Guarantor	against	any	UK	Borrower,	any
other	guarantor	of	the	Guaranteed	Obligations	or	any	other	party	or	any	security.
	
(c)
Each	Guarantor	has	knowledge	and	assumes	all	responsibility	for	being	and	keeping
	
itself
	
informed
	
of
	
each
UK
	
Borrower’s
	
and
	
each
	
other
	
Guarantor’s
	
financial
	
condition,
	
affairs
	
and	assets,	and	of	all	other	circumstances	bearing	upon	the	risk	of
nonpayment	of	the	Guaranteed	Obligations	and	the	nature,	scope	and	extent	of	the	risks	which	such	Guarantor	assumes	and	incurs
hereunder,	and	has	adequate	means	to	obtain	from	each	UK	Borrower	and	each	other	Guarantor	on	an	ongoing	basis	information
	
relating
thereto
	
and
	
each
	
UK
	
Borrower’s
	
and
	
each
	
other
	
Guarantor’s
	
ability
	
to
	
pay
	
and
	
perform	its	respective	Guaranteed	Obligations,	and	agrees	to
assume	the	responsibility	to	keep	so	informed	for	so	long	as	such	Guarantor	is	a	party	to	this	Guaranty.	Each	Guarantor	acknowledges	and


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agrees	that	(x)	the	Secured	Creditors	shall	have	no	obligation	to	investigate	the	financial	condition	or	affairs	of	any	UK	Borrower
	
or
	
any
other
	
Guarantor
	
for
	
the
	
benefit
	
of
	
such
	
Guarantor
	
nor
	
to
	
advise
	
such
	
Guarantor
	
of
	
any
	
fact	respecting,	or	any	change	in,	the	financial
condition,	assets	or	affairs	of	any	UK	Borrower	or	any	other	Guarantor	that	might	become	known	to	any	Secured	Creditor	at	any	time,
whether	or	not	such	Secured	Creditor	knows	or	believes	or	has	reason	to	know	or	believe	that	any	such	fact	or	change	is	unknown	to	such
Guarantor,
	
or
	
might
	
(or
	
does)
	
increase
	
the
	
risk
	
of
	
such
	
Guarantor
	
as
	
guarantor
	
hereunder,
	
or
	
might
	
(or	would)	affect	the	willingness	of
such	Guarantor	to	continue	as	a	Guarantor	hereunder	and	(y)	the	Secured	Creditors	shall	have	no	duty	to	advise	any	Guarantor	of
information	known	to	them	regarding	any	of	the	aforementioned	circumstances	or	risks.
	
(d)
Each
	
Guarantor
	
hereby
	
acknowledges
	
and
	
agrees
	
that
	
no
	
Secured
	
Creditor
	
nor
	
any	other
	
Person
	
shall
	
be
under
	
any
	
obligation
	
(a)
	
to
	
marshal
	
any
	
assets
	
in
	
favor
	
of
	
such
	
Guarantor


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of
	
such
	
Guarantor
	
or
	
in
	
payment	of	any	or	all	of	the	liabilities	of	any	UK	Borrower
under	the	Credit	Documents	or	the	obligation	of	such	Guarantor	hereunder	or	(b)	to	pursue	any	other	remedy	that	such	Guarantor	may	or
may	not	be	able	to	pursue	itself	any	right	to	which	such	Guarantor	hereby
	
waives.
	
(e)
Each
	
Guarantor
	
warrants
	
and
	
agrees
	
that
	
each
	
of
	
the
	
waivers
	
set
	
forth
	
in
	
Section
	
3	hereof
	
and
	
in
	
this
Section
	
4
	
is
	
made
	
with
	
full
	
knowledge
	
of
	
its
	
significance
	
and
	
consequences
	
and
	
that
	
if	any
	
of
	
such
	
waivers
	
are
	
determined
	
to
	
be
	
contrary
to
	
any
	
applicable
	
law
	
or
	
public
	
policy,
	
such
	
waivers
	
shall	be	effective	only	to	the	maximum	extent	permitted	by	applicable
	
law.


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5.
RIGHTS	OF	SECURED	CREDITORS
.	Any	Secured	Creditor	may	(except	as	shall	be	required
	
by
	
applicable
law
	
and
	
cannot
	
be
	
waived)
	
at
	
any
	
time
	
and
	
from
	
time
	
to
	
time
	
without
	
the
	
consent
	
of,	or	notice	to,	any	Guarantor,	without	incurring
responsibility	to	such	Guarantor,	without	impairing	or	releasing
	
the
	
obligations
	
or
	
liabilities
	
of
	
such
	
Guarantor
	
hereunder,
	
upon
	
or
	
without
any
	
terms
	
or
	
conditions	and	in	whole	or	in
	
part:
	
(a)
change
	
the
	
manner,
	
place
	
or
	
terms
	
of
	
payment
	
of,
	
and/or
	
change,
	
increase
	
or
	
extend	the	time	of	payment	of,
renew,	increase,	accelerate	or	alter,	any	of	the	Guaranteed	Obligations	(including,
	
without
	
limitation,
	
any
	
increase
	
or
	
decrease
in
	
the
	
rate
	
of
	
interest
	
thereon
	
or
	
the
	
principal	amount	thereof),	any	security	therefor,	or	any	liability	incurred	directly	or
indirectly	in	respect	thereof,	and	the	guaranty	herein	made	shall	apply	to	the	Guaranteed	Obligations	as	so	changed,
extended,	increased,	accelerated,	renewed	or
	
altered;
	
(b)
take	and	hold	security	for	the	payment	of	the	Guaranteed	Obligations	and	sell,	exchange,


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release,
surrender,
	
impair,
	
realize
	
upon
	
or
	
otherwise
	
deal
	
with
	
in
	
any
	
manner
	
and
	
in
	
any	order	any	property	or	other	collateral	by
whomsoever	at	any	time	pledged	or	mortgaged	to	secure,	or	howsoever	securing,	the	Guaranteed	Obligations	or	any	liabilities
(including	any	of	those	hereunder)	incurred	directly	or	indirectly	in	respect	thereof	or	hereof,	and/or	any	offset	there	against;
	
(c)
exercise
	
or
	
refrain
	
from
	
exercising
	
any
	
rights
	
against
	
any
	
UK
	
Borrower,
	
any
	
other	Credit	Party,	any
Subsidiary	thereof,	any	other	guarantor	of	any	UK	Borrower	or	others	or	otherwise	act	or	refrain	from
	
acting;
	
(d)
release	or	substitute	any	one	or	more	endorsers,	Guarantors,	other	guarantors,	any	UK	Borrower	or	other
obligors;
	
(e)
settle	or	compromise	any	of	the	Guaranteed	Obligations,	any	security	therefor	or	any	liability	(including
any	of	those	hereunder)	incurred	directly	or	indirectly	in	respect	thereof	or	hereof,	and	may	subordinate	the	payment	of	all	or
any	part	thereof	to	the	payment	of	any	liability	(whether	due	or	not)	of	any	UK	Borrower	to	creditors	of	any	UK	Borrower
other	than	the
	
Secured	Creditors;
	
(f)
apply	any	sums	by	whomsoever	paid	or	howsoever	realized	to	any	liability	or	liabilities	of	any	UK	Borrower


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to	the	Secured	Creditors	regardless	of	what	liabilities	of	such	UK	Borrower	remain
	
unpaid;
	
(g)
consent
	
to
	
or
	
waive
	
any
	
breach
	
of,
	
or
	
any
	
act,
	
omission
	
or
	
default
	
under,
	
any
	
of
	
the	Credit
	
Documents
	
or
any
	
of
	
the
	
instruments
	
or
	
agreements
	
referred
	
to
	
therein,
	
or
	
otherwise
	
amend,	modify
	
or
	
supplement
	
any
	
of
	
the
	
Credit
Documents
	
or
	
any
	
of
	
such
	
other
	
instruments
	
or
	
agreements;
	
(h)
act	or	fail	to	act	in	any	manner	which	may	deprive	such	Guarantor	of	its	right	to	subrogation	against	any
UK	Borrower	to	recover	full	indemnity	for	any	payments	made	pursuant	to	this	Guaranty;	and/or
	
(i)
take
	
any
	
other
	
action
	
or
	
omit
	
to
	
take
	
any
	
other
	
action
	
which
	
would,
	
under
	
otherwise	applicable	principles	of
common	law,	give	rise	to	a	legal	or	equitable	discharge	of	such	Guarantor	from
	
its
	
liabilities
	
under
	
this
	
Guaranty
	
(including,
without
	
limitation,
	
any
	
action
	
or
	
omission	whatsoever	that	might	otherwise	vary	the	risk	of	such	Guarantor	or	constitute	a


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legal	or	equitable	defense	to	or	discharge	of	the	liabilities	of	a	guarantor	or	surety	or	that	might	otherwise	limit	recourse
against	such	Guarantor).
	
No	invalidity,	illegality,	irregularity	or	unenforceability	of	all	or	any	part	of	the	Guaranteed	Obligations,	the	Credit	Documents	or	any	other
agreement	or	instrument	relating	to	the	Guaranteed	Obligations	or	of	any	security	or	guarantee	therefor	shall	affect,	impair	or	be	a
defense	to	this	Guaranty,	and	this	Guaranty	shall	be	primary,	absolute	and	unconditional	notwithstanding	the	occurrence	of	any	event	or
the	existence	of	any	other	circumstances	which	might	constitute	a	legal	or	equitable	discharge	of	a	surety	or	guarantor	except	the
occurrence	of	the	Termination	Date.
	
6.
CONTINUING	GUARANTY
.	This	Guaranty	is	a	continuing	one	and	all	liabilities	to	which	it	applies	or	may
apply	under	the	terms	hereof	shall	be	conclusively	presumed	to	have	been	created	in	reliance	hereon.	No	failure	or	delay	on	the	part	of
any	Secured	Creditor	in	exercising	any	right,	power	or
	
privilege
	
hereunder
	
shall
	
operate
	
as
	
a
	
waiver
	
thereof,
	
nor
	
shall
	
any
	
single
	
or
	
partial
exercise
	
of
	
any
	
right,	power	or	privilege	hereunder	preclude	any	other	or	further	exercise	thereof	or	the	exercise	of	any	other	right,	power
or	privilege.	The	rights	and	remedies	herein	expressly	specified	are	cumulative	and	not	exclusive	of	any	rights	or	remedies	which	any
Secured	Creditor	would	otherwise	have.	No	notice	to	
or


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or	
demand	on	any	Guarantor	in	any	case	shall	entitle	such	Guarantor	to	any	other
further	notice	or	demand
	
in	similar	or	other	circumstances	or	constitute	a	waiver	of	the	rights	of	any	Secured	Creditor	to	any	other	or
further	action	in	any	circumstances	without	notice	or	demand.	It	is	not	necessary	for	any	Secured	Creditor	to	inquire	into	the	capacity	or
powers	of	any	UK	Borrower	or	the	officers,	directors,	partners	or	agents	acting
	
or
	
purporting
	
to
	
act
	
on
	
its
	
or
	
their
	
behalf,
	
and
	
any
indebtedness
	
made
	
or
	
created
	
in
	
reliance
	
upon
	
the	professed	exercise	of	such	powers	shall	be	guaranteed
	
hereunder.
	
7.
SUBORDINATION	OF	INDEBTEDNESS	HELD	BY	GUARANTORS
.	Any	indebtedness	of	any	UK	Borrower	now
or	hereafter	held	by	any	Guarantor	is	hereby	subordinated	to	the	Guaranteed	Obligations	of	such	UK	Borrower	to	the	Secured	Creditors;
and	the	indebtedness	of	such	UK	Borrower	to	any	Guarantor,	if	the	Administrative	Agent	or	the	Collateral	Agent,	after	an	Event	of	Default
has	occurred	and	is	continuing,	so	requests,	to	the	extent	such	indebtedness	constitutes	Collateral	shall	be	collected,
	
enforced
	
and
received
	
by
	
such
	
Guarantor
	
as
	
trustee
	
for
	
the
	
Secured
	
Creditors
	
and
	
be
	
paid
	
over
	
to	the	Secured	Creditors	on	account	of	the	Guaranteed


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to	the	Secured	Creditors	on	account	of	the	Guaranteed
Obligations	of	such	UK	Borrower	to	the	Secured	Creditors,	but	without	affecting	or	impairing	in	any	manner	the	liability	of	such	Guarantor
under	the	other	provisions
	
of
	
this
	
Guaranty.
	
Without
	
limiting
	
the
	
generality
	
of
	
the
	
foregoing,
	
each
	
Guarantor
	
hereby
	
agrees	with	the
Secured	Creditors	that	it	will	not	exercise	any	right	of	subrogation	which	it	may	at	any	time	otherwise
	
have
	
as
	
a
	
result
	
of
	
this
	
Guaranty
(whether
	
contractual,
	
under
	
Section
	
509
	
of
	
the
	
Bankruptcy
	
Code	or
	
under
	
any
	
equivalent
	
provisions
	
under
	
applicable
	
law
	
or
	
otherwise)
	
until
the
	
Termination
	
Date;
	
provided
,	that	if	any	amount	shall	be	paid	to	such	Guarantor	on	account	of	such	subrogation	rights	at	any	time	prior
to
	
the
	
Termination
	
Date,
	
such
	
amount
	
shall
	
be
	
held
	
in
	
trust
	
for
	
the
	
benefit
	
of
	
the
	
Secured
	
Creditors
	
and
	
shall	promptly	be	paid	to	the
Secured	Creditors	to	be	credited	and	applied	upon	the	Guaranteed	Obligations,	whether	matured	or	unmatured,	in	accordance	with	the
terms	of	the	Credit	Documents	or,	if	the	Credit	Documents	do	not	provide	for	the	application	of	such	amount,	to	be	held	by	the	Secured


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Creditors	as	collateral	security	for	any	Guaranteed	Obligations	thereafter
	
existing.
	
8.
GUARANTY	ENFORCEABLE	BY	ADMINISTRATIVE	AGENT	OR	COLLATERAL	AGENT
.	Notwithstanding
anything	to	the	contrary	contained	elsewhere	in	this	Guaranty,	the	Secured	Creditors	agree	(by	their	acceptance	of	the	benefits	of	this
Guaranty)	that	this	Guaranty	may	be	enforced	only	by	the	action	of	the	Administrative	Agent	or	the	Collateral	Agent,	in	each	case	acting
upon	the	instructions	of	the	Required	Lenders	and	that	no	other	Secured	Creditor	shall	have	any	right	individually	to	seek	to	enforce	or	to
enforce	this	Guaranty	or	to	realize	upon	the	security	to	be	granted	by	the
	
Security
	
Documents,
	
it
	
being
	
understood
	
and
	
agreed
	
that
	
such
rights
	
and
	
remedies
	
may
	
be
	
exercised
	
by	the	Administrative	Agent	or	the	Collateral	Agent,	as	the	case	may	be,	for	the	benefit	of	the
Secured


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Creditors
	
upon
	
the
	
terms
	
of
	
this
	
Guaranty
	
and
	
the
	
Security
	
Documents.
	
The
	
Secured
	
Creditors
	
further
	
agree	that	this	Guaranty	may	not	be
enforced	against	any	director,	officer,	employee,	partner,	member	
or	
stockholder
	
of
	
any
	
Guarantor
	
(except
	
to
	
the
	
extent
	
such
	
partner,
member
	
or
	
stockholder
	
is
	
also
	
a
	
Guarantor	hereunder).	It	is	understood	and	agreed	that	the	agreement	in	this	Section	8	is	among	and
solely	for	the	benefit	of	the	Secured	Creditors	and	that,	if	the	Required	Lenders	so	agree	(without	requiring	the	consent	of	any	Guarantor),
this	Guaranty	may	be	directly	enforced	by	any	Secured
	
Creditor.
	
9.
REPRESENTATIONS,	WARRANTIES	AND	COVENANTS	OF	GUARANTORS
.	In	order	to	induce	the	Lenders
to	make	Loans	to,	and	issue	Letters	of	Credit	for	the	account	of,	the	UK	Borrowers	pursuant	to	the	Credit	Agreement,	each	Guarantor
represents	and	warrants
	
that:
	
(a)
such	Guarantor	(i)	is	a	duly	organized	and	validly	existing	Business,	(ii)	has	the	Business	power	and
authority	to	own	its	property	and	assets	and	to	transact	the	business	in	which	it	is	engaged	and	presently	proposes	to	engage
and	(iii)	is	duly	qualified	and	is	authorized	to	do	business	and	is	in	good	standing	in	each	jurisdiction	where	the	nature	of	its
business	requires	such	qualification,
	
except
	
for
	
failures
	
to
	
be


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for
	
failures
	
to
	
be
	
in
	
good
	
standing
	
or
	
so
	
qualified
	
which,
	
either
	
individually
	
or	in
the	aggregate,	could	not	reasonably	be	expected	to	have	a	Material	Adverse
	
Effect;
	
(b)
such	Guarantor	has	the	Business	power	and	authority	to	execute,	deliver	and	perform	the	terms	and
provisions	of	each	of	the	Credit	Documents	to	which	it	is	a	party	and	has	taken	all	necessary	Business	action	to	authorize	the
execution,	delivery	and	performance	by	it	of	each	of	the	Credit	Documents	to	which	it	is	a
	
party;
	
(c)
such	Guarantor	has	duly	executed	and	delivered	each	of	the	Credit	Documents	to	which
	
it
	
is
	
a
	
party,
	
and
each
	
such
	
Credit
	
Documents
	
to
	
which
	
it
	
is
	
a
	
party
	
constitutes
	
the
	
legal,
	
valid	and	binding	obligation	of	such	Guarantor
enforceable	in	accordance	with	its	terms,	except	to	the	extent	that	the	enforceability	thereof	may	be	limited	by	applicable
bankruptcy,	insolvency,	reorganization,	moratorium	or	other	similar	laws	generally	affecting	creditors’	rights	and	by	equitable
principles	(regardless	of	whether	enforcement	is	sought	in	equity	or	at
	
law);
	
(d)
neither	the	execution,	delivery	or	performance	by	such	Guarantor	of	the	Credit	Documents	to	which	it	is	a
party,	nor	compliance	by	it	with	the	terms	and	provisions	thereof,
	
will	(i)	contravene	any	provision	of	any	applicable	law,
statute,	rule	or	regulation	or	any	applicable	order,
	
writ,


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writ,
	
injunction
	
or
	
decree
	
of
	
any
	
court
	
or
	
Governmental
	
Authority,
	
(ii)
conflict
	
with
	
or
	
result	in	any	breach	of	any	of	the	terms,	covenants,	conditions	or	provisions	of,	or	constitute	a	default	under,
or	result	in	the	creation	or	imposition	of	(or	the	obligation	to	create	or	impose)	any	Lien	(except	pursuant	to	the	Security
Documents)	upon	any	of	the	property	or	assets	of	any	Guarantor	pursuant	to	the	terms	of	any	material	indenture,	mortgage,
deed	of	trust,	credit	agreement,	or	loan	agreement,	or	any	other	material	agreement,	contract	or	instrument,	in	each	case,	to
which	any	Guarantor
	
or
	
any
	
of
	
its
	
Subsidiaries
	
is
	
a
	
party
	
or
	
by
	
which
	
it
	
or
	
any
	
of
	
its
	
property
	
or
	
assets
	
is
	
bound	or	to	which	it
may	be	subject	or	(iii)	violate	any	provision	of	the	certificate	or	articles	of	incorporation,	by-laws,	partnership	agreement	or
limited	liability	company	agreement	(or	equivalent	organizational	documents),	as	applicable,	of	such	Guarantor	or	any	of	its
respective	Subsidiaries;
	
(e)
no	order,	consent,	approval,	license,	authorization	or	validation	of,	or	filing,	recording
	
or
	
registration
	
with
(except
	
for
	
(x)
	
those
	
that
	
have
	
otherwise
	
been
	
obtained
	
or
	
made


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obtained
	
or
	
made
	
prior	to	the	First	Amendment	Effective	Date	and	which	remain
in	full	force	and	effect	on	the	First	Amendment	Effective	Date	and	(y)	filings	which	are	necessary	to	perfect	the	security


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interests	created
	
or
	
intended
	
to
	
be
	
created
	
under
	
the
	
Security
	
Documents),
	
or
	
exemption
	
by,
	
any
	
Governmental	Authority	is
required	to	be	obtained,	or	made	by,	or	on	behalf	of	the	Guarantor	to	authorize,	or	is	required	to	be	obtained,	or	made	by,	or
on	behalf	of	the	Guarantor	in	connection	with,	(i)	the	execution,	delivery	and	performance	by	such	Guarantor	of	the	Credit
Documents	to	which
	
such
	
Guarantor
	
is
	
a
	
party
	
or
	
(ii)
	
the
	
legality,
	
validity,
	
binding
	
effect
	
or
	
enforceability
	
against	such
Guarantor	of	any	Credit	Document	to	which	such	Guarantor	is	a	party;
	
and
	
(f)
there	are	no	actions,	suits	or	proceedings	pending	or,	to	the	knowledge	of	any	Responsible
	
Officer
	
of
	
such
Guarantor,
	
threatened
	
in
	
writing
	
(i)
	
that
	
purports
	
to
	
affect
	
the
	
legality,	validity	or	enforceability	of	any	Credit	Document	to
which	such	Guarantor	is	a	party	or	(ii)	with	respect	to	such	Guarantor	or	any	of	its	Subsidiaries	that,	either	individually	or	in
the	aggregate,	could	reasonably	be	expected	to	have,	a	Material	Adverse
	
Effect.
	
Until	the	Termination	Date,	such	Guarantor	will	comply,	and	will	cause	each	of	its	Subsidiaries	to	comply,	with	all	of	the	applicable


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provisions,	covenants	and	agreements	contained	in	Sections	9	and	10	of	the	Credit	Agreement	which	are	expressly	applicable	to	such
Guarantor	and/or	such	Guarantor’s	Subsidiaries,	and	will	take,	or	will	refrain	from	taking,	as	the	case	may	be,	all	actions	that	are
necessary	to	be	taken	or	not	taken	so	that	no	violation	of	any	provision,	covenant	or	agreement	contained	in	Sections	9	and	10	of	the
Credit	Agreement	which	are	expressly	applicable	to	such	Guarantor	and/or	such	Guarantor’s	Subsidiaries,	and	so	that	no	Default	or	Event
of	Default,	is	caused	by	the	actions	of	such	Guarantor	or	any	of	its	Subsidiaries.
	
10.
EXPENSES
.	The	Guarantors	hereby	jointly	and	severally	agree	to	pay	all	reasonable	and	documented	out-
of-pocket	costs	and	expenses	of	the	Collateral	Agent,	the	Administrative	Agent	and	each
	
other
	
Secured
	
Creditor
	
following
	
the
	
occurrence
and
	
during
	
the
	
continuance
	
of
	
an
	
Event
	
of
	
Default
	
in	connection	with	the	enforcement	of	this	Guaranty	and	the	protection	of	the	Secured
Creditors’	rights	hereunder	and	any	amendment,	waiver	or	consent	relating	hereto	(including,	in	each	case,	without	limitation,
	
the
reasonable
	
and
	
invoiced
	
fees
	
and
	
disbursements
	
of
	
consultants
	
and
	
counsel
	
employed
	
by
	
the	Collateral	Agent,	the	Administrative	Agent


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the	Collateral	Agent,	the	Administrative	Agent
and	each	other	Secured	Creditor	(but	limited,	in	the	case	of	attorneys’	fees	and	disbursements,	to	one	counsel	to	the	Secured	Creditors,
taken	as	a	whole,	one	local	counsel	for	the	Collateral	Agent	and	Administrative	Agent	and	the	Secured	Creditors,	taken	as	a	whole,	in	each
relevant	jurisdiction,	and,	solely	in	the	case	of	an	actual	or	perceived	conflict	of	interests,	one	additional	counsel	in	each	relevant
jurisdiction	to	each	group	of	affected	Secured	Creditors	similarly	situated,	taken	as	a
	
whole)).
	
11.
BENEFIT	AND	BINDING	EFFECT
.	This	Guaranty	shall	be	binding	upon	each	Guarantor	and	its	successors
and	assigns	and	shall	inure	to	the	benefit	of	the	Secured	Creditors	and	their	successors	and
	
assigns.
	
12.
AMENDMENTS;	WAIVERS
.	Neither	this	Guaranty	nor	any	provision	hereof	may	be	changed,	waived,
discharged	or	terminated	except	with	the	written	consent	of	each	Guarantor	directly	affected	thereby	(it	being	understood	that	the
addition	or	release	of	any	Guarantor	hereunder	shall	not	constitute	a	change,	waiver,	discharge	or	termination	affecting	any	Guarantor
other	than	the	Guarantor	so	added	or	released)	and	with	the	written	consent	of	the	Required	Lenders	(or,	to	the	extent	required	by
Section	13.13	of	the	Credit	Agreement,	with	the	written	consent	of	each	Lender)	at	all	times	prior	to	the	Termination
	
Date.
	
13.
SET	OFF
.	In	addition	to	any	rights	now	or	hereafter	granted	under	applicable	law	(including,	without


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limitation,	Section	151	of	the	New	York	Debtor	and	Creditor	Law)	and	not	by	way	of	limitation	of	any	such	rights,	upon	the	occurrence	and
during	the	continuance	of	an	Event	of	Default,	each


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Secured	Creditor,	with	the	consent	of	the	Administrative	Agent,	is	hereby	authorized,	at	any	time	or	from	time
	
to
	
time,
	
without
	
notice
	
to
any
	
Guarantor
	
or
	
to
	
any
	
other
	
Person,
	
any
	
such
	
notice
	
being
	
expressly
	
waived
	
(to	the	extent	permitted	by	applicable	law),	to	set	off	and	to
appropriate	and	apply	any	and	all	deposits	(general	or	special)	and	any	other	indebtedness	at	any	time	held	or	owing	by	such	Secured
Creditor	to	or	for	the	credit	or	the	account	of	such	Guarantor,	against	and	on	account	of	the	obligations	and	liabilities	of	such	Guarantor	to
such	Secured	Creditor	under	this	Guaranty,	irrespective	of	whether	or	not	such	Secured	Creditor	shall	have	made	any	demand	hereunder
and	although	said	obligations,	liabilities,	deposits	or	claims,	or	any	of	them,	shall	be	contingent	or	unmatured.	Each	Secured	Creditor	(by
its	acceptance	of	the	benefits	hereof)	acknowledges	and	agrees	that	the	provisions	of	this	Section	13	are	subject	to	the	sharing	provisions
set	forth	in	Section	13.07	of	the	Credit	Agreement.
	
14.
NOTICE
.
	
Except
	
as
	
otherwise
	
specified
	
herein,
	
all
	
notices,
	
requests,
	
demands
	
or
	
other	communications	to	or
upon	the	respective	parties	hereto	shall	be	sent	or	delivered	by	mail,	email,	telecopy	or
	
courier
	
service
	
and
	
all
	
such
	
notices
	
and
communications
	
shall,
	
when


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string_value:
and
communications
	
shall,
	
when
	
mailed,
	
emailed,
	
telecopied
	
or
	
sent	by
	
courier,
	
be
	
effective
	
when
	
received
	
by
	
the
	
Administrative
	
Agent
	
or
	
such
Guarantor,
	
as
	
the
	
case
	
may
	
be.	All	notices	and	other	communications	shall	be	in	writing	and	addressed	to	such	party	at	(i)	in	the	case	
of
any	Secured	Creditor,	as	provided	in	the	Credit	Agreement	and	(ii)	in	the	case	of	any	Guarantor,	at	its	address
	
set
	
forth
	
opposite
	
its
signature
	
page
	
below;
	
or
	
in
	
any
	
case
	
at
	
such
	
other
	
address
	
as
	
any
	
of
	
the
	
Persons	listed	above	may	hereafter	notify	the	others	in
	
writing.
	
15.
REINSTATEMENT
.	Notwithstanding	anything	to	the	contrary	contained	herein,	if	any	claim	is	ever	made
upon	any	Secured	Creditor	for	repayment	or	recovery	of	any	amount	or	amounts	received	in	payment	or	on	account	of	any	of	the
Guaranteed	Obligations	and	any	of	the	aforesaid	payees	repays
	
all
	
or
	
part
	
of
	
said
	
amount
	
by
	
reason
	
of
	
(i)
	
any
	
judgment,
	
decree
	
or
	
order
	
of
any
	
court
	
or
	
administrative	body
	
having
	
jurisdiction
	
over
	
such
	
payee
	
or
	
any
	
of
	
its
	
property


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any
	
of
	
its
	
property
	
or
	
(ii)
	
any
	
settlement
	
or
	
compromise
	
of
	
any	such
claim	effected	by	such	payee	with	any	such	claimant	(including,	without	limitation,	any	UK	Borrower),
	
then
	
and
	
in
	
such
	
event
	
each
Guarantor
	
agrees
	
that
	
any
	
such
	
judgment,
	
decree,
	
order,
	
settlement	or	compromise	shall	be	binding	upon	such	Guarantor,
notwithstanding	any	revocation	hereof	or	the	cancellation	of	any	Note,	any	other	Credit	Document	or	any	other	instrument	evidencing	any
liability	of	any	UK	Borrower,	and	such	Guarantor	shall	be	and	remain	liable	to	the	aforesaid	payees	hereunder	for
	
the	amount	so	repaid	or
recovered	to	the	same	extent	as	if	such	amount	had	never	originally	been	received	by	any	such
	
payee.
	
16.
CONSENT	TO	JURISDICTION;	SERVICE	OF	PROCESS;	AND	WAIVER	OF	TRIAL	BY	JURY
.	(a)	THIS
GUARANTY	AND	THE	RIGHTS	AND	OBLIGATIONS	OF	THE	SECURED	CREDITORS	AND	OF	THE	UNDERSIGNED	HEREUNDER	SHALL
BE	GOVERNED
	
BY	AND	CONSTRUED	IN	ACCORDANCE	WITH	THE	LAW	OF	THE	STATE	OF	NEW	YORK	(WITHOUT	REGARD	TO
CONFLICTS	OF	LAW	PRINCIPLES	THAT	WOULD	RESULT	IN	THE	APPLICATION	OF	ANY	LAW	OTHER	THAN	THE	LAW	OF	THE	STATE
OF	NEW	YORK).	
ANY


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OF	NEW	YORK).	
ANY	
LEGAL	ACTION	OR	PROCEEDING	WITH	RESPECT	TO	THIS	GUARANTY	OR	ANY	OTHER	CREDIT
	
DOCUMENT
	
TO
WHICH
	
ANY
	
GUARANTOR
	
IS
	
A
	
PARTY
	
SHALL
	
BE
	
BROUGHT
	
IN
	
THE	COURTS	OF	THE	STATE	OF	NEW	YORK	OR	OF	THE	UNITED
STATES	OF	AMERICA	FOR	THE	SOUTHERN	DISTRICT	OF	NEW	YORK,	IN	EACH	CASE	LOCATED	WITHIN	THE	COUNTY	OF	NEW
YORK,	BOROUGH	OF	MANHATTAN,	AND,	BY	EXECUTION	AND	DELIVERY	OF	THIS	GUARANTY,	EACH	GUARANTOR	HEREBY
IRREVOCABLY	ACCEPTS	FOR	ITSELF	AND	IN	RESPECT	OF	ITS	PROPERTY,	GENERALLY	AND	UNCONDITIONALLY,	THE	EXCLUSIVE
JURISDICTION	OF	THE	AFORESAID	COURTS.	EACH	GUARANTOR	HEREBY	FURTHER	IRREVOCABLY	WAIVES	ANY	CLAIM	THAT	ANY
SUCH	COURTS	LACK	PERSONAL	JURISDICTION	OVER	SUCH	GUARANTOR,	AND	AGREES	NOT	TO	PLEAD	OR	CLAIM,	IN	
ANY	
LEGAL
ACTION	OR	PROCEEDING	WITH	RESPECT	TO	THIS	GUARANTY	OR	ANY	OTHER	CREDIT	DOCUMENT	TO	WHICH	SUCH	GUARANTOR
IS	A	PARTY	BROUGHT	IN	ANY	OF	THE	AFORESAID	COURTS,	THAT	ANY	SUCH	COURT	LACKS	PERSONAL	JURISDICTION	OVER


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SUCH	GUARANTOR.	EACH	GUARANTOR	FURTHER	IRREVOCABLY	CONSENTS	TO
	
THE
	
SERVICE	OF	PROCESS	OUT	OF	ANY	OF	THE
AFOREMENTIONED	COURTS	IN	ANY	SUCH	ACTION	OR	PROCEEDING	BY	THE	MAILING	OF	COPIES	THEREOF	BY	REGISTERED	OR
CERTIFIED	MAIL,	POSTAGE	PREPAID,	TO	EACH	GUARANTOR	AT	ITS	ADDRESS	SET	FORTH	OPPOSITE
	
ITS
	
SIGNATURE
	
BELOW,
SUCH
	
SERVICE
	
TO
	
BECOME
	
EFFECTIVE
	
30
	
DAYS
	
AFTER	SUCH	MAILING.	EACH	GUARANTOR	HEREBY	IRREVOCABLY	WAIVES	ANY
OBJECTION	TO	SUCH	SERVICE	OF	PROCESS	AND	FURTHER	IRREVOCABLY	WAIVES	AND	AGREES	NOT	TO	PLEAD
	
OR
	
CLAIM
	
IN
	
ANY
ACTION
	
OR
	
PROCEEDING
	
COMMENCED
	
HEREUNDER
	
OR
	
UNDER	ANY	OTHER	CREDIT	DOCUMENT	TO	WHICH	SUCH	GUARANTOR
IS	A	PARTY	THAT	SUCH	SERVICE	OF	PROCESS	WAS	IN	ANY	WAY	INVALID	OR	INEFFECTIVE.	NOTHING	HEREIN,	HOWEVER,	SHALL
AFFECT	THE	RIGHT	OF	ANY	OF	THE	SECURED	CREDITORS	TO	SERVE	PROCESS	IN	ANY	OTHER	MANNER	PERMITTED	BY	LAW	OR
TO	COMMENCE	LEGAL	PROCEEDINGS	OR	OTHERWISE	PROCEED	AGAINST	EACH	GUARANTOR	IN	ANY	OTHER	JURISDICTION.
	
(b)
EACH	GUARANTOR	HEREBY	IRREVOCABLY	WAIVES	(TO	THE	FULLEST	EXTENT	PERMITTED	BY


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APPLICABLE	LAW)	ANY	OBJECTION	WHICH	IT	MAY	NOW	OR	HEREAFTER	HAVE	TO	THE	LAYING	OF	VENUE	OF	ANY	OF	THE
AFORESAID	ACTIONS	OR	PROCEEDINGS	ARISING	OUT	OF	OR	IN	CONNECTION	WITH	THIS	GUARANTY	OR	ANY	OTHER	CREDIT
DOCUMENT	TO	WHICH	SUCH	GUARANTOR	IS	A	PARTY
	
BROUGHT	IN
	
THE
	
COURTS
	
REFERRED
	
TO
	
IN
	
CLAUSE
	
(A)
	
ABOVE
	
THAT
	
ARE
LOCATED
	
IN
	
THE
	
COUNTY	OF	NEW	YORK,	BOROUGH	OF	MANHATTAN,	AND	HEREBY	FURTHER	IRREVOCABLY	WAIVES
	
AND
AGREES
	
NOT
	
TO
	
PLEAD
	
OR
	
CLAIM
	
IN
	
ANY
	
SUCH
	
COURT
	
THAT
	
SUCH
	
ACTION	OR	PROCEEDING	BROUGHT	IN	ANY	SUCH	COURT	HAS
BEEN	BROUGHT	IN	AN	INCONVENIENT
	
FORUM.
	
(c)
EACH	GUARANTOR	AND	EACH	SECURED	CREDITOR	(BY	ITS	ACCEPTANCE	OF	THE	BENEFITS	OF	THIS
GUARANTY)	HEREBY	IRREVOCABLY	WAIVES	ALL	RIGHTS	TO	A	TRIAL	BY	JURY	IN	ANY	ACTION,	PROCEEDING	OR	COUNTERCLAIM
ARISING
	
OUT
	
OF
	
OR
	
RELATING
	
TO
	
THIS
	
GUARANTY,
	
THE
	
OTHER
	
CREDIT
	
DOCUMENTS
	
TO	WHICH
	
SUCH
	
GUARANTOR
	
IS
	
A
	
PARTY
OR
	
THE
	
TRANSACTIONS
	
CONTEMPLATED


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THE
	
TRANSACTIONS
	
CONTEMPLATED
	
HEREBY	OR
	
THEREBY.
	
17.
RELEASE	OF	LIABILITY	OF	GUARANTOR
.	In	the	event	that	all	of	the	Equity	Interests	of	one	or	more
Guarantors	(other	than	a	UK	Borrower)	is	sold	or	otherwise	disposed	of	in	a	transaction	not	prohibited	by	the	Credit	Agreement	or
liquidated	in	compliance	with	the	requirements	of	Section	10.02	of	the	Credit	Agreement	(or	such	sale,	other	disposition	or	liquidation	has
been	approved	in	writing
	
by
	
the
	
Required
	
Lenders
	
(or
	
all
	
the
	
Lenders
	
if
	
required
	
by
	
Section
	
13.13
	
of
	
the
	
Credit
	
Agreement)),	to	the	extent
applicable,	such	Guarantor	shall,	or	upon	consummation	of	such	sale	or	other	disposition	(except	to	the	extent	that	such	sale	or	disposition
is	to	the	Company	or	another	Subsidiary	thereof),	as	applicable,
	
shall
	
be
	
released
	
from
	
this
	
Guaranty
	
automatically
	
and
	
without
	
further
action
	
and
	
this
	
Guaranty	shall,	as	to	each	such	Guarantor	or	Guarantors,	terminate,	and	have	no	further	force	or	effect	(it	being
understood
	
and
	
agreed
	
that
	
the
	
sale
	
of
	
one
	
or
	
more
	
Persons
	
that
	
own,
	
directly
	
or
	
indirectly,
	
all
	
of
	
the
	
Equity	Interests	of	any	Guarantor


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string_value:
the
	
Equity	Interests	of	any	Guarantor
shall	be	deemed	to	be	a	sale	of	such	Guarantor	for	the	purposes	of	this	Section	17).	Subject	to	Section	15,	on	the	Termination	Date	this
Guaranty	shall	terminate	(
provided
	that	all	indemnities	set	forth	herein	shall	survive	such	termination)	and	each	Guarantor	shall	be
released	from	its	obligations	under	this
	
Guaranty.
	
18.
CONTRIBUTION
.	At	any	time	a	payment	in	respect	of	the	Guaranteed	Obligations	is
	
made
	
under
	
this
Guaranty,
	
the
	
right
	
of
	
contribution
	
of
	
each
	
Guarantor
	
against
	
each
	
other
	
Guarantor
	
shall	be	determined	as	provided	in	the	immediately
following	sentence,	with	the	right	of	contribution	of	each	Guarantor
	
to
	
be
	
revised
	
and
	
restated
	
as
	
of
	
each
	
date
	
on
	
which
	
a
	
payment
	
(a


key: chroma:document
string_value:
“
Relevant
	
Payment
”)
	
is
	
made
	
on	the	Guaranteed	Obligations	under	this	Guaranty.	At	any	time	that	a	Relevant	Payment	is	made	by	a
Guarantor	that	results	in	the	aggregate	payments	made	by	such	Guarantor	in	respect	of	the	Guaranteed	Obligations	to	and	including	the
date	of	the	Relevant	Payment	exceeding	such	Guarantor’s	Contribution	Percentage	(as	defined	below)	of	the	aggregate	payments	made	by
all	Guarantors	in	respect	of	the	Guaranteed	Obligations	to	and	including	the	date	of	the	Relevant	Payment	(such	excess,	the	“
Aggregate
Excess
	
Amount
”),
	
each
	
such
	
Guarantor
	
shall
	
have
	
a
	
right
	
of
	
contribution
	
against
	
each
	
other
	
Guarantor
	
who	has	made	payments	in	respect
of	the	Guaranteed	Obligations	to	and	including	the	date	of	the	Relevant	Payment
	
in
	
an
	
aggregate
	
amount
	
less
	
than
	
such
	
other
	
Guarantor’s
Contribution
	
Percentage
	
of
	
the
	
aggregate	payments	made	to	and	including	the	date	of	the	Relevant	Payment	by	all	Guarantors	in	respect
of	the	Guaranteed	Obligations	(the	aggregate	amount	of	such	deficit,	the	“
Aggregate	Deficit	Amount
”)	in	an	amount	equal	to	(x)	a	fraction
the	numerator	of	which	is	the	Aggregate	Excess	Amount	of	such	Guarantor	and	the	denominator	of	which	is	the	Aggregate	Excess	Amount
of	all	Guarantors	multiplied	by	(y)	the	Aggregate	Deficit	Amount	of	such	other	Guarantor.	A	Guarantor’s	right	of	contribution	pursuant	to


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string_value:
the	preceding	sentences	shall	arise	at	the	time	of	each	computation,	subject	to	adjustment	to	the	time	of	each	computation;	
provided
	that
no	Guarantor	may	take	any	action	to	enforce	such	right	until	the	Termination	Date,	it	being	expressly	recognized	and	agreed	by	all	parties
hereto	that	any	Guarantor’s	right	of	contribution	arising	pursuant	to	this	Section	18	against	any	other	Guarantor	shall	be	expressly	junior
and	subordinate	to	such	other	Guarantor’s	obligations	and	liabilities	in	respect	of	the	Guaranteed	Obligations	and	any	other	obligations
owing	under	this	Guaranty.	As	used	in	this	Section	18:	(i)	each	Guarantor’s	“
Contribution	Percentage
”	shall	mean	the	percentage	obtained
by	dividing	(x)	the	Adjusted	Net	Worth	(as	defined	below)	of	such	Guarantor	by	(y)	the	aggregate	Adjusted	Net	Worth	of	all	Guarantors;	(ii)
the	“
Adjusted
	
Net
	
Worth
”
	
of
	
each
	
Guarantor
	
shall
	
mean
	
the
	
greater
	
of
	
(x)
	
the
	
Net
	
Worth
	
(as
	
defined
	
below)
	
of	such	Guarantor	and	(y)	zero;
and	(iii)	the	“
Net	Worth
”	of	each	Guarantor	shall	mean	the	amount	by	which	the	fair	saleable	value	of	such	Guarantor’s	assets	on	the	date
of	any	Relevant	Payment	exceeds	its	existing	debts	and	other	liabilities	(including	contingent	liabilities,	but	without	giving	effect	to	any
Guaranteed	Obligations	arising	under	this	Guaranty	or	any	guaranteed	obligations	arising	under	any	guaranty	of	any	Permitted	Additional


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string_value:
Indebtedness)	on	such	date.	Notwithstanding	anything	to	the	contrary	contained	above,
	
any
	
Guarantor
	
that
	
is
	
released
	
from
	
this
	
Guaranty
pursuant
	
to
	
Section
	
17
	
hereof
	
shall
	
thereafter
	
have	no
	
contribution
	
obligations,
	
or
	
rights,
	
pursuant
	
to
	
this
	
Section
	
18,
	
and
	
at
	
the
	
time
	
of
	
any
such
	
release,
	
if
	
the	released	Guarantor	had	an	Aggregate	Excess	Amount	or	an	Aggregate	Deficit	Amount,	same	shall	be	deemed	reduced
to	$0,	and	the	contribution	rights	and	obligations	of	the	remaining	Guarantors	shall	be	recalculated	on	the	respective	date	of	release	(as
otherwise	provided	above)	based	on	the	payments	made	hereunder
	
by
	
the
	
remaining
	
Guarantors.
	
All
	
parties
	
hereto
	
recognize
	
and
	
agree
that,
	
except
	
for
	
any
	
right
	
of	contribution	arising	pursuant	to	this	Section	18,	each	Guarantor	who	makes	any	payment	in	respect	of	the
Guaranteed	Obligations	shall	have	no	right	of	contribution	or	subrogation	against	any	other	Guarantor	in	respect	of	such	payment	until
the	Termination	Date.	Each	of	the	Guarantors	recognizes	and	acknowledges	that
	
the
	
rights
	
to
	
contribution
	
arising
	
hereunder
	
shall
constitute
	
an
	
asset
	
in
	
favor
	
of
	
the
	
party
	
entitled
	
to


key: chroma:document
string_value:
the
	
party
	
entitled
	
to
	
such	contribution.	In	this	connection,	each	Guarantor	has	the	right	to	waive	its
contribution	right	against	any	Guarantor	to	the	extent	that	after	giving	effect	to	such	waiver	such	Guarantor	would	remain	solvent,	in	the
determination	of	the	Required	Lenders.
	
19.
LIMITATION	ON	GUARANTEED	OBLIGATIONS
.	Each	Guarantor	and	each	Secured	Creditor	(by	its
acceptance	of	the	benefits	of	this	Guaranty)	hereby	confirms	that	it	is	its	intention	that	this	Guaranty	not	constitute	a	fraudulent	transfer
or	conveyance	for	purposes	of	the	Bankruptcy	Code,	the	Uniform	Fraudulent	Conveyance	Act	of	any	similar	Federal	or	state	law.	To
effectuate	the	foregoing	intention,	each	Guarantor	and	each	Secured	Creditor	(by	its	acceptance	of	the	benefits	of	this	Guaranty)	hereby
irrevocably	agrees	that	the	Guaranteed	Obligations	guaranteed	by	such	Guarantor	shall	be	limited	to
	
such
	
amount
	
as
	
will,
	
after
	
giving
effect
	
to
	
such
	
maximum
	
amount
	
and
	
all
	
other
	
(contingent
	
or
	
otherwise)	liabilities	of	such	Guarantor	that	are	relevant	under	such	laws	and
after	giving	effect	to	any	rights	to


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contribution	pursuant	to	any	agreement	providing	for	an	equitable	contribution	among	such	Guarantor
	
and
	
the	other	Guarantors,	result	in
the	Guaranteed	Obligations	of	such	Guarantor	in	respect	of	such	maximum	amount	not	constituting	a	fraudulent	transfer	or	conveyance.
	
20.
COUNTERPARTS
.	This	Guaranty	may	be	executed	in	any	number	of	counterparts	and
	
by
	
the
	
different
parties
	
hereto
	
on
	
separate
	
counterparts,
	
each
	
of
	
which	when
	
so
	
executed
	
and
	
delivered	shall	be	deemed	an	original,	and	all	of	which,	when
taken	together,	shall	constitute	one	and	the	same	instrument.	A	set	of	counterparts	executed	by	all	the	parties	hereto	shall	be	lodged	with
the	Company	and	the	Administrative	Agent.	Delivery	of	an	executed	counterpart	of	a	signature	page	hereof	by	facsimile,	scan,	photograph
or	other	electronic	transmission	shall	be	as	effective	as	delivery	of	a	manually	executed	counterpart	hereof.	The	words	“execution,”
“signed,”	“signature,”	“delivery,”	and	words	of	like	import	in	or
	
relating
	
to
	
this
	
Guaranty
	
and
	
the
	
transactions
	
contemplated
	
hereby
	
shall
be
	
deemed
	
to
	
include
	
Electronic	Signatures	(as	defined	below),	deliveries	or	the	keeping	of	records	in	electronic	form,	each	of	which	shall
be	of	the	same	legal	effect,	validity	or	enforceability	as	a	manually	executed	signature,	physical	delivery	thereof
	
or
	
the
	
use
	
of
	
a
	
paperbased
recordkeeping
	
system,
	
as


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paperbased
recordkeeping
	
system,
	
as
	
the
	
case
	
may
	
be.
	
“Electronic
	
Signatures”
	
means	any	electronic	symbol	or	process	attached	to,	or	associated	with,
any	contract	or	other	record	and	adopted	by	a	person	with	the	intent	to	sign,	authenticate	or	accept	such	contract	or
	
record.
	
21.
PAYMENTS
.	All	payments	made	by	any	Guarantor	hereunder	will	be	made	without	setoff,	counterclaim	or
other	defense	and	on	the	same	basis	as	payments	are	made	by	the	applicable	Borrowers	under	Sections	5.03	and	5.04	of	the	Credit
Agreement.
	
22.
JUDGMENT	CURRENCY
.	(a)	The	Guarantors’	obligations	hereunder	to	make	payments
	
in
	
the
	
Obligation
Currency
	
shall
	
not
	
be
	
discharged
	
or
	
satisfied
	
by
	
any
	
tender
	
or
	
recovery
	
pursuant	to
	
any
	
judgment
	
expressed
	
in	or
	
converted
	
into
	
any
currency
	
other
	
than
	
the	Obligation
	
Currency,
	
except
	
to	the	extent	that	such	tender	or	recovery	results	in	the	effective	receipt	by	the
Administrative	Agent	or	the	other	Secured	Creditors	of	the	full	amount	of	the	Obligation	Currency	expressed	to	be	payable	to	the
Administrative	Agent	or	the	other	Secured	Creditors	under	this	Guaranty.	If	for	the	purpose	of	obtaining	or	enforcing	judgment	against
any	Guarantor	in	any	court	or	in	any	jurisdiction,	it	becomes	necessary	to	convert	into	or	from	the	Judgment	Currency	an	amount	due	in
the	Obligation	Currency,	the	conversion	shall


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string_value:
the	Obligation	Currency,	the	conversion	shall
	
be
	
made,
	
at
	
the
	
rate
	
of
	
exchange
	
(as
	
quoted
	
by
	
the
	
Administrative
	
Agent
	
or
	
if
	
the
Administrative
	
Agent	does	not	quote	a	rate	of	exchange	on	such	currency,	by	a	known	dealer	in	such	currency	designated	by	the
Administrative	Agent)	determined,	in	each	case,	as	of	the	Judgment	Currency	Conversion
	
Date.
	
(b)
If	there	is	a	change	in	the	rate	of	exchange	prevailing	between	the	Judgment	Currency	Conversion	Date	and
the	date	of	actual	payment	of	the	amount	due,	each	Guarantor	covenants	and
	
agrees
	
to
	
pay,
	
or
	
cause
	
to
	
be
	
paid,
	
such
	
additional
	
amounts,
	
if
any
	
(but
	
in
	
any
	
event
	
not
	
a
	
lesser
	
amount),	as	may	be	necessary	to	ensure	that	the	amount	paid	in	the	Judgment	Currency,	when	converted
at	the	rate	of
	
exchange
	
prevailing
	
on
	
the
	
date
	
of
	
payment,
	
will
	
produce
	
the
	
amount
	
of
	
the
	
Obligation
	
Currency
	
which	could	have	been
purchased	with	the	amount	of	Judgment	Currency	stipulated	in	the	judgment	or	judicial	award	at	the	rate	or	exchange	prevailing	on	the
Judgment	Currency	Conversion
	
Date.
	
(c)
For
	
purposes
	
of
	
determining
	
any
	
rate
	
of
	
exchange
	
for
	
this
	
Section
	
22,
	
such


key: chroma:document
string_value:
this
	
Section
	
22,
	
such
	
amounts	shall	include	any
premium	and	costs	payable	in	connection	with	the	purchase	of	the	Obligation
	
Currency.
	
23.
ADDITIONAL
	
GUARANTORS
.
	
It
	
is
	
understood
	
and
	
agreed
	
that
	
any
	
Wholly-Owned	UK	Subsidiary	of	Tesla	UK
that	is	required	to	execute	a	counterpart	of	this	Guaranty	after	the	date	hereof	pursuant	to	the	Credit	Agreement	shall	become	a
Guarantor	hereunder	by	(x)	executing	and	delivering	a	counterpart
	
hereof,
	
or
	
a
	
Joinder
	
Agreement
	
and
	
delivering
	
same
	
to
	
the
Administrative
	
Agent
	
and
	
(y)
	
taking	all
	
actions
	
as
	
specified
	
in
	
this
	
Guaranty
	
as
	
would
	
have
	
been
	
taken
	
by
	
such
	
Guarantor
	
had
	
it


key: chroma:document
string_value:
been
	
an
	
original	party
	
to
	
this
	
Guaranty,
	
in
	
each
	
case
	
with
	
all
	
documents
	
required
	
above
	
to
	
be
	
delivered
	
to
	
the
	
Administrative
	
Agent
	
and
actions
	
required
	
to
	
be
	
taken
	
above
	
to
	
be
	
taken
	
to
	
the
	
reasonable
	
satisfaction
	
of
	
the
	
Administrative	Agent.
	
24.
HEADINGS	DESCRIPTIVE
.	The	headings	of	the	several	Sections	of	this	Guaranty	are	inserted	for
convenience	only	and	shall	not	in	any	way	affect	the	meaning	or	construction	of	any	provision	of	this
	
Guaranty.
	
25.
INTERCREDITOR	AGREEMENT
.	This	Guaranty	is	subject	to	the	Intercreditor	Agreement	at	any	time	such
Intercreditor	Agreement	is	in	effect	and	applicable	to	the	UK	Borrowers	and	the	UK	Subsidiary	Guarantors.	In	the	event	of	a	conflict
between	the	terms	of	this	Guaranty	and	the	Intercreditor	Agreement,	the	Intercreditor	Agreement	shall
	
control.
	
	
*		*	*


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IN	WITNESS	WHEREOF,	each	Guarantor	has	caused	this	Guaranty	to	be	executed	and	delivered	as	of	the	date	first	above	written.
	
GUARANTORS:
	
	
	
TESLA	MOTORS	LIMITED
	
	
	
By:
	
	
Name:
	
	
Title:


key: chroma:document
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Accepted	and	Agreed	to:
	
DEUSTCHE	BANK	AG	NEW	YORK	BRANCH,
as	Administrative	Agent
	
By
	
Name:
Title:
	
By
	
Name:
Title:


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string_value:
DATED																													2020
	
TESLA	MOTORS	LIMITED
	
as	the	Original	Chargor				and
DEUTSCHE	BANK	AG	NEW	YORK	BRANCH
	
as	Collateral	Agent
	
	
	
	
	
	
	
	
SECURITY	AGREEMENT
	
	
	
	
	
	
	
	
	
	
SIMPSON	THACHER	&	BARTLETT	LLP	LONDON


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CONTENTS
	
1.
Definitions	and	Interpretation
1
2.
Covenant	to	Pay
8
3.
Grant	of	Security
8
4.
Fixed	Security
9
5.
Floating	Charge
9
6.
Grant	of	license
10
7.
Conversion	of	Floating	Charge
11
8.
Excluded	Assets
12
9.
Liability	of	Chargors	relating	to	Security	Assets
13
10.
Representations
13
11.
Undertakings	by	the	Chargors	and	Dealing	with	Security	Assets
14
12.
Power	to	Remedy
16
13.
When	Security	becomes	enforceable
16
14.
Enforcement	of	Security
17
15.
Receiver
18
16.
Powers	of	Receiver
19
17.
Application	of	Proceeds
21
18.
Set-off
24
19.
Delegation
24
20.
Further	Assurances
24
21.
Power	of	Attorney
25
22.
Currency	Conversion
25
23.
Continuing	Security
25
24.
Changes	to	the	Parties
26
25.
Indemnity
27
26.
Miscellaneous
28
27.
Calculations	and	Certificates
29
28.
Partial	Invalidity
29
29.
Remedies	and	Waivers
29
30.
Amendments
29
31.
Counterparts
30
32.
Release
30
33.
Perpetuity	Period
30
34.
Governing	Law
30
35.
Jurisdiction
30
Schedule	1	Details	of	Security	Assets
31
Schedule	2	Form	of	Notice	to	and	Acknowledgement	by	Insurers
32
Schedule	3	Form	of	Notice	and	Acknowledgement	of	assignment
35
Schedule	4	Form	of	Notice	to	and	Acknowledgement	from	Account	Bank
38
Schedule	5	Form	of	Accession	Deed
41


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THIS	DEED	
is
	
made	on
					
																															
	
2020
	
BETWEEN
:
	
	
(1)
TESLA	MOTORS	LIMITED
,	a	company	incorporated	in	England	and	Wales	with	registered	number	04384008	and	having
its	registered	office	at	197	Horton	Road,	West	Drayton,	England	UB7	8JD	(the	“
Original	Chargor
”);
	
and
	
	
(2)
DEUTSCHE	BANK	AG	NEW	YORK	BRANCH	
as	collateral	agent	for	the	banks	and	other	financial	institutions	or	entities
from	time	to	time	parties	to	the	Credit	Agreement	(as	defined	below)	(in	such	capacity,	the	“
Collateral
	
Agent
”).
	
IT	IS	AGREED
:
	
	
1.
DEFINITIONS	AND
	
INTERPRETATION
	
	
1.1
Definitions
	
In	this	Deed:
	
	
(a)
terms
	
defined
	
in,
	
or
	
construed
	
for
	
the
	
purposes
	
of
	
the
	
Credit
	
Agreement
	
(as
	
defined
	
below)	have	the	same
meanings	when	used	in	this	Deed	(unless	the	same	are	otherwise	defined
	
in	this	Deed);
	
and
	
	
(b)
at	all	times	the	following	terms	have	the	following
	
meanings:
	
“
Accession	Deed
”	means	an	accession	deed	substantially	in	the	form	set	out	in	Schedule	5	(
Form	of	Accession	Deed
);
	
“
Account	Control	Agreement
”	means	an	account	notice	set	out	in	Schedule	4	(
Form	of	Notice	and	Acknowledgement	of	assignment
)	or
in	such	other	form	as	the	Collateral	Agent	may	agree,	acting


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string_value:
reasonably,
	
which
	
has
	
been
	
acknowledged
	
and
	
countersigned
	
by
	
the
	
relevant
UK
	
Collection	Bank.
	
“
Account	Control	Event
”	means	any	time	during	a	Dominion	Period;
	
“
Administrative	Agent
”	means	Deutsche	Bank	AG	New	York	Branch	in	its	capacity	as	Administrative	Agent	under,	and	as	defined	in,	the
Credit	Agreement;
	
“
Act
”	means	the	Law	of	Property	Act	1925;
	
“
Assigned	Assets
”	means	all	property	and	assets	from	time	to	time	assigned	(or	expressed	to	be	assigned)	pursuant	to	Clause	4.2
(
Security	assignments
);
	
“
Business	Day
”	has	the	meaning	given	to	that	term	in	the	Credit	Agreement;
	
“
Charged	Accounts
”	means	each	Core	UK	Deposit	Account	including,	without	limitation,	the	accounts	specified	in	Schedule	1	(
Details	of
Security	Assets
)	or	in	the	schedule	of	any	Accession	Deed
	
and/or
	
such
	
other
	
accounts
	
as
	
the
	
Collateral
	
Agent
	
and
	
the
	
relevant
	
Chargor
shall
	
agree
	
from	time	to	time	(acting	reasonably	and	taking	into	account	the	provisions	of	Clause	8	(
Excluded	Assets
)),
	
in
	
each
	
case
together
	
with
	
any
	
replacements
	
account
	
or
	
subdivision
	
or
	
sub-account
	
of
	
any	such
	
account;


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“
Chargor	Intellectual	Property	Rights
”	means	all	Intellectual	Property	Rights	owned	by	Chargor,	or	licensable	or	sublicensable	by
Chargor	without	payment	of	any	material	consideration	to	any	third	party;
	
“
Chargors
”	means:
	
	
(a)
the	Original	Chargor;
	
and
	
(b)
any	other	company	which	accedes	to	this	Deed	pursuant	to	an	Accession	Deed;	“
Company
”	means	Tesla,	Inc.	a
Delaware
	
corporation;
“
Credit
	
Agreement
”
	
means
	
the
	
Amended
	
and
	
Restated
	
ABL
	
Credit
	
Agreement,
	
dated
	
as
	
of
	
March	6,	2019	(as	amended	by	the	First
Amendment	to	Amended	and	Restated	ABL	Credit	Agreement,	dated
	
on
	
or
	
about
	
the
	
date
	
of
	
this
	
Deed)
	
between,
	
among
	
others,
	
the
Company
	
as
	
a
	
borrower,
	
Tesla	Motors	Netherlands	B.V.,	as	a	borrower,	the	banks	and	other	financial	institutions	or	entities	from	time	to
time	parties	thereto	as	lenders	and	the	Collateral
	
Agent;
	
“
Credit	Documents
”	has	the	meaning	given	to	that	term	in	the	Credit	Agreement;	“
Credit	Party
”	has	the	meaning	given	to	that	term	in
the	Credit	Agreement;
“
Delegate
”	means	any	delegate,	sub-delegate,	agent,	attorney	or	co-trustee	appointed	by	the	Collateral	Agent	or	by	a	Receiver;
	
“
Dominion	Period


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“
Dominion	Period
”	has	the	meaning	given	to	that	term	in	the	Credit	Agreement;
	
“
Equipment
”	means	any	“equipment”	as	such	term	is	defined	in	the	Uniform	Commercial	Code	as	in	effect	on	the	date	hereof	in	the	State
of	New	York,	and	in	any	event,	shall	include,	but	shall	not	be	limited	to,	all	machinery,	equipment,	furnishings	and	fittings	now	or
hereinafter	owned	by	any
	
Chargor,
	
together
	
with
	
all
	
attachments,
	
components,
	
parts,
	
equipment
	
and
	
accessories
	
installed	thereon	or
affixed
	
thereto;
	
“
Event	of	Default
”	has	the	meaning	given	to	that	term	in	the	Credit	Agreement;
	
“
Fixed
	
Security
	
Assets
”
	
means
	
all
	
property
	
and
	
assets
	
from
	
time
	
to
	
time
	
mortgaged
	
or
	
charged
	
(or	expressed	to	be	mortgaged	or
charged)	pursuant	to	Clause	4.1	(
Fixed
	
Charges
);
	
“
General	Intangibles
”	means	“general	intangibles”	as	such	term	is	defined	in	the	Uniform	Commercial	Code	as	in	effect	on	the	date
hereof	in	the	State	of	New	York;
	
and
	
“
Group
”	means	the	Company	and	each	of	its	Subsidiaries;
	
“
Indemnitee
”	has	the	meaning	given	to	that	term	in	Clause	25.1	(
Indemnity
);
	
“
Insurances
”	means	the	benefits	arising	from	all	policies	of	insurance	either	now	or	in	the	future	held
	
by,
	
or
	
written
	
in
	
favour
	
of,
	
a
Chargor


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string_value:
favour
	
of,
	
a
Chargor
	
or
	
in
	
which
	
it
	
is
	
otherwise
	
interested,
	
in
	
each
	
case
	
to
	
the	extent
	
covering
	
any
	
Security
	
Asset,
	
but
	
excluding
	
any
	
third
	
party
	
liability
insurance,
	
public
	
liability	insurance	and	any	directors’	and	officers’
	
insurance;
	
“
Intellectual	Property	Rights
”	means	any	and	all	rights,	anywhere	in	the	world,	related	to,	associated	with	or	constituting:
	
(a)
patents,	patent	applications	and	patent
	
rights;
	
	
(b)
works	of	authorship,	including	copyrights,	copyright	applications,	copyright	registrations,	mask	work	rights,	mask
work	applications	and	mask	work
	
registrations;


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(c)
trade	secrets,	know-how,	inventions,	methods,	processes,	data,	software	(including	source	code	and	object	code)
and	confidential
	
information;
	
	
(d)
trademarks,	service	marks	and	trade	names,	trade	dress,	logos,	designs,	fictitious	business	names,	domain	names,
social	media	and	mobile	identifiers	and	other	business	identifiers	and	other	designations	of	origin
(“
Trademarks
”);
	
	
(e)
any	right	analogous	to	those	set	forth	in	this	definition	and	any	other	intellectual	property	rights	or	proprietary
rights	anywhere	in	the	world;
	
and
	
	
(f)
registrations,	recordations,	applications,	divisionals,	continuations,	continuations-in-part,	renewals,	reissues	and
extensions	of	the	foregoing	(as	and	to	the	extent
	
applicable);
	
“
Inventory
”	means	all	merchandise,	inventory	and	goods,	and	all	additions,	substitutions	and	replacements
	
thereof
	
and
	
all
	
accessions
thereto,
	
wherever
	
located,
	
together
	
with
	
all
	
goods,
	
supplies,	incidentals,	packaging	materials,	labels,	materials	and	any	other	items	used	or
usable	in	manufacturing,	processing,	packaging	or	shipping	same,	in	all	stages	of	production	from	raw	materials
	
through
	
work
	
in
	
process
to
	
finished
	
goods,
	
and
	
all
	
products
	
and
	
proceeds
	
of
	
whatever
	
sort	and
	
wherever
	
located
	
any
	
portion
	
thereof
	
which
	
may
	
be
	
returned,
	
rejected,
reclaimed
	
or


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rejected,
reclaimed
	
or
	
repossessed	by	the	Collateral	Agent	from	any	Chargor’s	customers,	and	shall	specifically	include	all	“inventory”
	
as
	
such
	
term
is
	
defined
	
in
	
the
	
Uniform
	
Commercial
	
Code
	
as
	
in
	
effect
	
on
	
the
	
date
	
hereof	in	the	State	of	New
	
York;
	
"Legal	Reservations"	
means:
	
	
(a)
the	principle	that	equitable	remedies	may	be	granted	or	refused	at	the	discretion	of	a	court	and	the	limitation	of
enforcement	by	laws	relating	to	insolvency,	reorganisation	and	other	laws	generally	affecting	the	rights	of
creditors;
	
	
(b)
the	time	barring	of	claims	under	the	Limitation	Acts,	the	possibility	that	an	undertaking	to	assume	liability	for	or
indemnify	a	person	against	non-payment	of	UK	stamp	duty	may	be	void	and	defences	of	set-off	or	counterclaim;
and
	
	
(c)
the
	
principle
	
that
	
in
	
certain
	
circumstances
	
Security
	
granted
	
by
	
way
	
of
	
fixed
	
charge
	
may
	be	
re-characterised	as	a
floating	charge	or	that	Security	purported	to	be	constituted	by	an	assignment	may	be	re-characterised	as	a
charge;
	
	
(d)
the	principle	that	any	provision	for	the	payment	of	compensation	or	additional	interest	imposed	pursuant	to	any
relevant	agreement	may	be	held	to	be	unenforceable	on	the	grounds	that	it	is	a	penalty	and	thus
	
void;
	
	
(e)


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void;
	
	
(e)
the	principle	that	an	English	court	may	not	give	effect	to	a	provision	dealing	with	the	cost	of	litigation	where	the
litigation	is	unsuccessful	or	the	court	itself	has	made	an	order	for	costs;
	
(f)
the	principle	that	the	creation	or	purported	creation	of	Security	over	any	contract	or	agreement	which	is	subject
to	a	prohibition	on	transfer,	assignment	or	charging	may	be	void,
	
ineffective
	
or
	
invalid
	
and
	
may
	
give
	
rise
	
to
	
a
breach
	
of
	
the
	
contract
	
or
	
agreement
	
over	which	such	security	has	been
	
granted;


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(g)
the	principle	that	the	legality,	validity,	binding	nature	of	enforceability	of	any	Security	which
	
is
	
not
	
governed
	
by
the
	
laws
	
of
	
the
	
jurisdiction
	
where
	
the
	
asset
	
or
	
assets
	
purported
	
to	be	secured	under	the	relevant	Security
Document	is	situated	may	be	flawed;
	
and
	
	
(h)
similar	principles,	rights	and	defences	under	the	laws	of	any	Relevant
	
Jurisdiction;
	
“
Limitation	Acts
”	means	the	Limitation	Act	1980	and	the	Foreign	Limitation	Periods	Act	1984;
	
“
Non-Eligible
	
Motor
	
Vehicles
”
	
shall
	
mean
	
all
	
motor
	
vehicles
	
other
	
than
	
those
	
constituting
	
Eligible	Inventory;
	
“
Original	Jurisdiction
”	
means,	in	relation	to	an	Oiginal	Chargor,	the	jurisdiction	under	whose	laws	that	Original	Chargor	is	incorporated
as	at	the	date	of	this	Deed	or,	in	the	case	of	a	Chargor	which	accedes	to	this	Deed	pursuant	to	an	Accession	Deed,	as	at	the	date	on	which
that	Chargor	becomes	Party	as	a	Chargor;
	
“
Party
”	means	a	party	to	this	Deed;
	
“
Perfection	Requirements
“	means	the	making	or	procuring	of	appropriate	registrations,	filings,	endorsements,
	
notarisations,
	
stampings
and/or
	
notifications
	
of
	
this
	
Deed
	
and/or
	
Security
	
expressed	to	be	created	under	this	Deed	determined	by	the	legal	advisers	to	the	Secured


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Creditors	in	any	Relevant	Jurisdiction	for	the	enforceability	or	production	in	evidence	of	this
	
Deed;
	
“
Permitted	Encumbrance
”	means	any	Quasi-Security	or	Security	that	is	not	prohibited	by	any	Credit	Document;
	
“
Quasi-Security
”	means	a	transaction	in	which	a	Chargor:
	
	
(a)
sells,
	
transfers
	
or
	
otherwise
	
disposes
	
of
	
any
	
of
	
its
	
assets
	
on
	
terms
	
whereby
	
they
	
are
	
or
	
may	be	leased	to	or	re-
acquired	by	a	Chargor	or	any	other	member	of	the
	
Group;
	
	
(b)
sells,	transfers	or	otherwise	disposes	of	any	of	its	receivables	on	recourse
	
terms;
	
	
(c)
enters	into	any	arrangement	under	which	money	or	the	benefit	of	a	bank	or	other	account	may	be	applied,	set-off
or	made	subject	to	a	combination	of	accounts;
	
or
	
	
(d)
enters	into	any	other	preferential	arrangement	having	a	similar
	
effect,
	
in	circumstances	where	the	arrangement	or	transaction	is	entered	into	primarily	as	a	method	of	raising	indebtedness	or	of	financing	the
acquisition	of	an	asset;
	
“
Receivables
”	means	all	present	and	future	book	debts	and	other	debts,	rentals,	royalties,	fees,	VAT,	monetary	claims,	intercompany
trading	balances	and	all	other	amounts	at	any	time	recoverable	or	receivable	by,	or	due	or	owing	to,	any	Chargor	(whether	actual	or
contingent	and	whether	arising	under	contract	or	in	any	other	manner	whatsoever)	together	with:


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(a)
the	benefit	of	all	rights,	guarantees,	Security	and	remedies	relating	to	any	of	the	foregoing	(including,	without
limitation,	negotiable	instruments,	indemnities,	reservations	of	property	rights,	rights	of	tracing	and	unpaid
vendor’s	liens	and	similar	associated	rights);	and


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(b)
all	proceeds	of	any	of	the
	
foregoing;
	
“
Receiver
”	means	a	receiver	or	receiver	and	manager	or	administrative	receiver	of	the	whole	or	any	part	of	the	Security	Assets	appointed
by	the	Collateral	Agent	under	this	Deed	and	that	term	will	include	any	appointee	made	under	a	joint	and/or	several	appointment;
	
“
Relevant	Jurisdiction"	
means,	in	relation	to	a	Chargor:
	
	
(a)
its	Original	Jurisdiction;
	
	
(b)
any	jurisdiction	where	any	asset	subject	to	or	intended	to	be	subject	to	the	Security	to	be	created	by	it	is	situated;
and
	
	
(c)
any	jurisdiction	where	it	conducts	its
	
business;
	
“
Secured	Creditors
”	means	the	Collateral	Agent,	the	Administrative	Agent,	the	Lenders,	each	Issuing	Lender	and	any	Receiver	or
Delegate	to	which	Secured	Obligations	are	owed;
	
“
Secured	Obligations
”	means,	with	respect	to	any	Chargor:
	
	
(a)
the	full	and	prompt	payment	when	due	(whether	at	stated	maturity,	by	acceleration	or	otherwise)	of	all
obligations,	liabilities	and	indebtedness	(including,	without	limitation,	principal,	premium,	interest,
reimbursement	obligations	under	Letters	of	Credit,	cash	collateralization	of	outstanding	Letters	of	Credit,	fees,
costs	and	indemnities	(including,	without	limitation,	all	interest,	fees	and	expenses	that	accrue	after	the
commencement	of	any
	
case,
	
proceeding
	
or
	
other
	
action
	
relating
	
to
	
the
	
bankruptcy,
	
insolvency,
	
reorganization	or


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bankruptcy,
	
insolvency,
	
reorganization	or
similar	proceeding	of	such	Chargor	at	the	rate	provided	for	in	the	respective	documentation,
	
whether
	
or
	
not
	
a
claim
	
for
	
post-petition
	
interest,
	
fees
	
or
	
expenses
	
is
	
allowed	in	any	such	proceeding))	of	such	Chargor	to	the
Secured	Creditors,	whether	now	existing	or
	
hereafter
	
incurred
	
under,
	
arising
	
out
	
of,
	
or
	
in
	
connection
	
with,
	
each
Credit
	
Document
	
to	which	such	Chargor	is	a	party	(including,	without	limitation,	in	the	event	such	Chargor	is	a
Guarantor,	all	such	obligations,	liabilities	and	indebtedness	of	such	Chargor	under	its	Guaranty)
	
and
	
the
	
due
performance
	
and
	
compliance
	
by
	
such
	
Chargor
	
with
	
all
	
of
	
the
	
terms,	conditions	and	agreements	contained	in	each
such	Credit
	
Document;
	
	
(b)
any
	
and
	
all
	
sums
	
advanced
	
by
	
the
	
Collateral
	
Agent
	
in
	
order
	
to
	
preserve
	
the
	
Security
	
Assets	or	preserve	its	security
interest	in	the	Security
	
Assets;
	
	
(c)
in	the	event	of	any	proceeding	for	the	collection	or	enforcement	of	any	indebtedness,	obligations,	or	liabilities	of
such	Chargor	referred	to	in	clauses	(a)	and	(b)	above,	after	an	Event	of	Default	shall	have	occurred	and	be


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continuing,	the	reasonable	expenses	of	retaking,
	
holding,
	
preparing
	
for
	
sale
	
or
	
lease,
	
selling
	
or
	
otherwise
disposing
	
of
	
or
	
realizing	on	the	Security	Assets,	or	of	any	exercise	by	the	Collateral	Agent	of	its	rights	hereunder,
together	with	reasonable	attorneys’	fees	and	court
	
costs;
	
(d)
all	amounts	paid	by	any	Indemnitee	as	to	which	such	Indemnitee	has	the	right	to	reimbursement	under	Clause	25
(
Indemnity
)	of	this	Deed;
	
and
	
	
(e)
all
	
amounts
	
owing
	
to
	
any
	
Agent
	
pursuant
	
to
	
any
	
of
	
the
	
Credit
	
Documents
	
in
	
its
	
capacity
	
as	
such,


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it
	
being
	
acknowledged
	
and
	
agreed
	
that
	
the
	
“
Secured
	
Obligations
”
	
shall
	
include
	
extensions
	
of
	
credit	of	the	types	described	above,	whether
now	existing	or	hereinafter	incurred	or	extended	from	time	to	time	after	the	date	of	this
	
Deed;
	
“
Security
”	means	any	mortgage,	charge	(fixed	or	floating),	pledge,	lien	or	other	security	interest	securing	any	obligation	of	any	person
and	any	other	agreement	entered	into	for	the	purpose	and	having	the	effect	of	conferring	security;
	
“
Security	Assets
”	means	the	Assigned	Assets	and	the	Fixed	Security	Assets;	“
Security	Documents
”	has	the	meaning	given	to	that	term
in	the	Credit	Agreement;
“
Security	Period
”	means	the	period	beginning	on	the	date	of	this	Deed	and	ending	on	the	date	on	which:
	
	
(a)
all
	
the
	
Secured
	
Obligations
	
have
	
been
	
unconditionally
	
and
	
irrevocably
	
paid
	
and
	
discharged	in	full;	and
	
	
(b)
no	Secured	Creditor	has	any	further	commitment,	obligation	or	liability	under	or	pursuant	to	the	Credit
Documents;
	
and
	
“
Trademarks
”	has	the	meaning	given	to	that	term	in	the	definition	of	“
Intellectual	Property	Rights
”.
	
	
1.2
Interpretation
	
	
(a)
Unless	a	contrary	indication	appears,	in	this	Deed	the	provisions	of	clause	1.02	(
Other	Definitional	Provisions
)	of
the	Credit	Agreement	apply	to	this	Deed	as	though	they	were	set
	
out


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out
	
in
	
full
	
in
	
this
	
Deed,
	
except
	
that
	
references
	
to
“this
	
Agreement”
	
will
	
be
	
construed
	
as	references	to	this
	
Deed.
	
	
(b)
Unless	a	contrary	indication	appears,	any	reference	in	this	Deed
	
to:
	
	
(i)
a	“
Chargor
”	the	“
Collateral	Agent
”	or	any	other	“
Secured	Creditor
”	or	any	other	person	shall	be
construed	so	as	to	include	its	successors	in	title,	permitted	assigns	and	permitted	transferees	and	in
the	case	of	the	Collateral	Agent,	any	person	for	the	time	being	appointed	as	Collateral	Agent	or
additional	Collateral	Agent	or	trustee	in	accordance	with	the	Credit
	
Documents;
	
	
(ii)
“
this	Deed
”,	any	“
Credit	Document
”	or	any	other	agreement	or	instrument	is	a	reference
	
to
	
this
Deed,
	
that
	
Credit
	
Document
	
or
	
that
	
other
	
agreement
	
or
	
instrument	as	amended,	supplemented,
extended,	restated,	novated	and/or	replaced	in	any	manner	from	time	to	time	(however	fundamentally
and	even	if	any	of	the	same	increases	the	obligations	of	any	member	of	the	Group	or	provides	for
further	advances);	and
	
(iii)
“
Secured
	
Obligations
”
	
includes
	
obligations
	
and
	
liabilities
	
which
	
would
	
be
	
treated	as	such	but	for	the
liquidation,	administration	or	dissolution	of	or	similar	event	affecting	any
	
Chargor.


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Chargor.
	
	
(c)
An	Event	of	Default	is	"
continuing
"	if	it	has	not	been	remedied	or
	
waived.
	
	
(d)
Each	undertaking	of	a	Chargor	(other	than	a	payment	obligation)	contained	in	this
	
Deed:


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(i)
must	be	complied	with	at	all	times	during	the	Security	Period;
	
and
	
	
(ii)
is	given	by	such	Chargor	for	the	benefit	of	the	Collateral	Agent	and	each	other	Secured
	
Creditor.
	
	
(e)
If	the	Collateral	Agent	reasonably	considers	that	an	amount	paid	by	any	Chargor	to	a	Secured	Creditor	under	a
Credit	Document	is	capable	of	being	avoided	or	otherwise	set	aside	on	the	liquidation	or	administration	of	such
Chargor,	then	that	amount	shall	not	be	considered	to	have	been	irrevocably	paid	for	the	purposes	of	this
	
Deed.
	
	
(f)
The	Parties	intend	that	this	document	shall	take	effect	as	a	deed	notwithstanding	the	fact	that	a	Party	may	only
execute	this	document	under
	
hand.
	
	
(g)
The
	
Collateral
	
Agent
	
is
	
acting
	
in
	
this
	
Deed
	
as
	
trustee
	
on
	
behalf
	
of
	
the
	
Secured
	
Creditors
	
on	the	terms	of	the	Credit
Agreement	and	this
	
Deed.
	
	
(h)
The	absence	of	or	incomplete	details	relating	to	any	Security	Asset	in	any	schedule	or	appendix
	
hereto
	
or
	
any
Accession
	
Deed
	
does
	
not
	
affect
	
the
	
validity
	
or
	
enforceability
	
of
	
any	Security	or	the	scope	of	Security	Assets	under
this	Deed	or	any	Accession
	
Deed.
	
	
1.3
Agreement	to	be
	
bound
	
The
	
liabilities
	
and
	
obligations
	
of
	
each


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obligations
	
of
	
each
	
Chargor
	
under
	
this
	
Deed
	
are
	
joint
	
and
	
several.
	
Each
	
Chargor	agrees
	
to
	
be
	
bound
	
by
	
this
	
Deed
notwithstanding
	
that
	
any
	
other
	
Chargor
	
which
	
was
	
intended
	
to
	
sign	or	be	bound	by	this	Deed	did	not	so	sign	or	is	not	bound	by	this
	
Deed.
	
	
1.4
Inconsistency	between	this	Deed	and	the	Credit
	
Agreement
	
In	the	event	of	any	inconsistency	between	this	Deed	and	the	Credit	Agreement,	the	Credit	Agreement	shall	prevail.
	
	
1.5
Trust
	
	
(a)
All	Security	and	dispositions	made	or	created,	and	all	obligations	and	undertakings	contained,	in	this	Deed	to,	in	favour
of	or	for	the	benefit	of	the	Collateral	Agent	are	made,	created	and	entered	into	in	favour	of	the	Collateral	Agent	as
trustee	for	the	Secured	Creditors	from	time
	
to	time	on	the	terms	of	the	Credit
	
Agreement.
	
	
(b)
The	Collateral	Agent	hereby	declares	that	it	holds	the	Security,	covenants,	representations,	warranties	and
undertakings	made	or	given,	or	to	be	made	or	given,	to	it	or	in	its	favour	under	or	pursuant	to	this	Deed	for	the	benefit
of	each	of	the	Secured	Creditors	in	respect	of	the	Secured	Obligations	owed	to	each	of	them	and	subject	to	the	terms	of
this
	
Deed.
	
	
(c)
The	Chargors	hereby	acknowledge	the	security	trust	created	under	this


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Deed.
	
1.6
Third	party
	
rights
	
Subject	to	any	provision	to	the	contrary	in	a	Credit	Document,	a	person	who	is	not	a	Party	has	no	right	under	the	Contracts	(Rights	of
Third	Parties)	Act	1999	to	enforce	or	enjoy	the	benefit	of	any	term	of	this	Deed.


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1.7
Obligations	secured	by	this
	
Deed
	
By	entering	into	or,	as	the	case	may	be,	acceding	to	this	Deed,	each	Chargor	expressly	confirms	and	agrees	that:
	
	
(a)
the	Security	created	or	intended	to	be	created	by	it	under	or	evidenced	by	this	Deed	is	intended	as	security	for
the	payment	and	discharge	of	all	of	its	Secured	Obligations	and	without	any	need	or	requirement	for	any
amendment	or	supplement	to	this	Deed	at	any	time	after	the	date	of	this	Deed	(or,	as	the	case	may	be,	the	date
upon	which	such	Chargor	accedes	to	this	Deed)	notwithstanding	any	change	in	or	to	its	Secured	Obligations	from
time	to	time	after	such	date;
	
and
	
	
(b)
the	Security	created	or	intended	to	be	created	under	or	evidenced	by	this	Deed	is	intended	as	security	for	the
payment	and	discharge	of	its	Secured	Obligations	notwithstanding	any	change	of	the	Collateral	Agent	and/or	any
change	of	the	Secured	Creditors	from	time	to	time	(including,	without	limitation,	a	change	to	all	or	substantially
all	of	the	Secured	Creditors)	and/or	any	amendment	(however	fundamental),	novation,	termination,	replacement,
supplement
	
of
	
any
	
Credit
	
Document
	
(including,
	
without
	
limitation,
	
the
	
terms	upon
	
which
	
the
	
Collateral
	
Agent
	
holds
the
	
Security
	
created
	
or
	
intended
	
to
	
be
	
created
	
under	or	evidenced	by	this	Deed)	and/or	any	other	Credit
Document.


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string_value:
Document.
	
The	Security	created	under	or	evidenced	by	this	Deed	does	not	apply	to	any	liability	to	the	extent	that	would	result	in	this	Security
constituting	unlawful	financial	assistance	within	the	meaning	of	Section	677	of	the	Companies	Act	2006	or	any	equivalent	provision	of	any
applicable	law.
	
	
2.
COVENANT	TO
	
PAY
	
	
(a)
Each
	
Chargor
	
covenants,
	
as
	
a
	
primary
	
obligor
	
and
	
not
	
merely
	
as
	
a
	
surety,
	
for
	
the
	
benefit
	
of	
the	Collateral	Agent	(as
Collateral	Agent	for	itself	and	on	behalf	of	the	other	Secured	Creditors),	by	way	of	an	independent	obligation,	that
it	will	pay	and	discharge	its	Secured	Obligations	from	time	to	time	when	they	fall
	
due.
	
	
(b)
Every	payment	by	a	Chargor	of	a	Secured	Obligation	which	is	made	to	or	for	the	benefit	of	a	Secured	Creditor	to
which	that	Secured	Obligation	is	due	and	payable	in	accordance	with
	
the
	
Credit
	
Document
	
under
	
which
	
such
	
sum
is
	
payable
	
to
	
that
	
Secured
	
Creditor,
	
shall	operate	in	satisfaction	to	the	same	extent	of	the	covenant	contained	in
Clause
	
2(a).
	
	
3.
GRANT	OF
	
SECURITY
	
	
3.1
Nature	of	security
	
All	Security	and	dispositions	created	or	made	by	or	pursuant	to	this	Deed	are	created	or	made:
	
	
(a)


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(a)
in	favour	of	the	Collateral	Agent	as	trustee	for	the	Secured
	
Creditors;
	
(b)
with
	
full
	
title
	
guarantee
	
in
	
accordance
	
with
	
the
	
Law
	
of
	
Property
	
(Miscellaneous
	
Provisions)	Act	1994	but	in	each
case	with	all	covenants	implied	therein	pursuant	to	that	Act	being	subject	to	and	qualified	by	reference	to	any
Permitted	Encumbrance;
	
and


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(c)
as	continuing	security	for	payment	and	discharge	of	the	Secured
	
Obligations.
	
	
4.
FIXED
	
SECURITY
	
	
4.1
Fixed
	
charges
	
Subject
	
to
	
Clause
	
8
	
(
Excluded
	
Assets
),
	
each
	
Chargor
	
charges
	
and
	
agrees
	
to
	
charge
	
all
	
of
	
its
	
present	and	future	right,	title	and	interest	in
and	to	the	following	assets	which	are	at	any	time	owned	by	it,	or	in	which	it	from	time	to	time	has	an
	
interest:
	
	
(a)
by	way	of	first	fixed	charge	all	Inventory	and	the	benefit	of	all	contracts,	licences	and	warranties	relating	to	the
same;
	
	
(b)
by	way	of	first	fixed	charge	all	Charged	Accounts	and	all	monies	at	any	time	standing	to	the	credit	of	such
Charged	Accounts,	together	with	all	interest	from	time	to	time	accrued	or	accruing	on	such	monies,	any
investment	made	out	of	such	monies	or	account	and	all	rights	to	repayment	of	any	of	the
	
foregoing;
	
	
(c)
to
	
the
	
extent
	
that
	
any
	
Assigned
	
Asset
	
is
	
not
	
effectively
	
assigned
	
under
	
Clause
	
4.2
	
(
Security	assignments
),	by	way	of
first	fixed	charge	all	its	present	and	future	right,	title	and	interest	in,	proceeds	of	(and	claims	under)	each
Assigned	Asset;
	
and
	
	
(d)
by	way	of	first	fixed	charge	(to	the	extent	not	otherwise	charged	or	assigned	in	this	Deed)	the	benefit	of	all


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licences,	consents,	agreements	and	authorisations	held	or	used	in	connection	with	the	use	of	any	of	the	Security
Assets.
	
	
4.2
Security
	
assignments
	
Subject	to	Clause	8	(
Excluded	Assets
),	each	Chargor	assigns	and	agrees	to	assign	absolutely	as	continuing
	
security
	
for
	
the
	
payment
	
and
discharge
	
of
	
the
	
Secured
	
Obligations
	
(subject
	
to
	
a
	
proviso	for	reassignment	on	redemption)	all	of	its	present	and	future	right,	title	and
interest	in	and
	
to:
	
	
(a)
all	Insurances	and	all	claims	under	the	Insurances	and	all	proceeds	of	the	Insurances;
	
and
	
	
(b)
all	Receivables.
	
To	the	extent	that	any	Assigned	Asset	is	not	assignable,	the	assignment	which	that	clause	purports	to	effect	shall	operate	instead	as	an
assignment	of	all	present	and	future	rights	and	claims	of	such	Chargor	to	any	proceeds	of	such	Insurances	and	Receivables.
	
	
4.3
Assigned
	
Assets
	
The	Collateral	Agent	is	not	obliged	to	take	any	steps	necessary	to	preserve	any	Assigned	Asset,	to	enforce
	
any
	
term
	
of
	
an
	
Assigned
	
Asset
against
	
any
	
person
	
or
	
to
	
make
	
any
	
enquiries
	
as
	
to
	
the
	
nature	or	sufficiency	of	any	payment	received	by	it	pursuant	to	this
	
Deed.
	
5.
FLOATING	CHARGE


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5.
FLOATING	CHARGE
	
Each	Chargor	charges	and	agrees	to	charge	by	way	of	first	floating	charge	all	of	its	present	and	future	Security	Assets.


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6.
GRANT	OF
	
LICENSE
	
	
(a)
For	purposes	of	enabling	the	Collateral	Agent	to	exercise	rights	and	remedies	under	this	Deed	each	Chargor
hereby	grants	to	the	Collateral	Agent	and	its	agents,	representatives	and
	
designees:
	
	
(i)
an	irrevocable,	nonexclusive,	royalty	free	license,	rent-free	license	and	rent-free	lease	(which	will	be
binding	on	any	successor	or	assignee	of	such	Chargor)	to,	after
	
the
	
occurrence
	
and
	
during
	
the
continuance
	
of
	
an
	
Event
	
of
	
Default
	
have
	
access	to	and	use	all	of	such	Chargor’s	Real	Property	(including
the	buildings	and	other	improvements	thereon),	Equipment	and	fixtures	(whether	or	not	considered
Real	Property);
	
and
	
	
(ii)
under	any	Chargor	Intellectual	Property	Rights,	subject	to	the	limitations	set	forth	below,	an
irrevocable,	non-exclusive,	royalty	free,	paid-up,	sublicensable	(solely	as	necessary	for	Collateral	Agent
to	exercise	its	rights	hereunder	and	not	for	the	independent	or	unrelated	use	of	any	third	party)	license,
for	the	sole	purpose	of	operating	such	Chargor’s	business,	including	completing	the	production	of
Inventory	and	selling	the	same,	in	accordance	with	this	Deed.	Collateral	Agent	hereby	agrees	to	take	all
commercially	reasonable	actions	in	connection	with	its	exercise	of	such	license	to	protect	such
Chargor’s	rights	and	interest	in	such	Intellectual
	
Property
	
Rights.
	
To
	
the
	
extent
	
Collateral
	
Agent
exercises
	
the


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Collateral
	
Agent
exercises
	
the
	
foregoing	license	with	respect	to	Chargor’s	Trademarks,	(A)	all	goodwill	arising	from	such
use
	
shall
	
inure
	
to
	
the
	
sole
	
benefit
	
of
	
Chargor
	
and
	
(B)
	
Collateral
	
Agent
	
shall
	
not
	
use	the	Trademarks	in	a
manner	that	detracts	from	the	goodwill	associated	therewith.	Collateral	Agent	shall	take	all	reasonable
steps	under	the	circumstances	to	protect	any	confidential	information	or	trade	secrets	licensed
hereunder.
	
	
(b)
Except	as	provided	above,	the	Collateral	Agent	shall	not	have	any	liability	to	Chargor	in	connection
	
with
	
its
exercise
	
of
	
the
	
foregoing
	
licenses,
	
other
	
than
	
liability
	
which
	
is
	
the
	
direct	result
	
of
	
the
	
Collateral
	
Agent’s
	
gross
negligence
	
or
	
willful
	
misconduct,
	
as
	
determined
	
by
	
a	court	of	competent	jurisdiction	in	a	final	and	non-appealable
decision),	for	the	purpose
	
of
(i)
arranging	for	and	effecting	the	sale,	distribution	or	other	disposition	of	Security	Assets	located	on	any
such	Real	Property,	including	the	manufacture,	production,	completion,	packaging,	advertising,	distribution	and
other	preparation	of	such	Security	Assets	(including,
	
without
	
limitation,
	
work-in-process,
	
raw
	
materials
	
and
complete
	
Inventory)
	
for	sale,
	
distribution
	
or
	
other
	
disposition,
	
(ii)
	
selling


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disposition,
	
(ii)
	
selling
	
Security
	
Assets
	
(by
	
public
	
auction,
	
private
sale,	going	out	of	business	sale	or	similar	sale,	whether	in	bulk,	in	lots	or	to	customers	in	the	ordinary	course	of
business	or	otherwise	and	which	sale	may	include	augmented	Inventory	of	the	same	type	sold	in	any	Chargor’s
business),	(iii)	storing	or	otherwise	dealing	with	the	Security	Assets,	(iv)	collecting	all	Accounts	and	copying,	using
and	preserving
	
any
	
and
	
all
	
information
	
relating
	
to
	
the
	
Security
	
Assets,
	
and
	
(v)
	
otherwise
	
dealing	with	the	Security
Assets	as	part	of	the	exercise	of	any	rights	or	remedies	provided	to	the	Collateral	Agent	hereunder	or	under	the
other	Credit	Documents,	in	each	case	without	the	interference
	
by
	
any
	
Chargor
	
or
	
any
	
other
	
Subsidiary
	
of
	
the
Company
	
and
	
without
	
incurring	any
	
liability
	
to
	
any
	
Chargor
	
or
	
any
	
other
	
Subsidiary
	
of
	
the
	
Company,
	
except
	
any
liability	which	is	the	direct	result	of	the	Collateral	Agent’s	gross	negligence	or	willful	misconduct	(as
	
determined
by
	
a
	
court
	
of
	
competent
	
jurisdiction
	
in
	
a
	
final
	
and
	
non-appealable
	
decision).


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(c)
Each
	
Chargor
	
will,
	
and
	
will
	
cause
	
each
	
of
	
its
	
Subsidiaries
	
to,
	
cooperate
	
with
	
the
	
Collateral	Agent	and	its	agents,
representatives	and	designees	in	allowing	the	Collateral	Agent	to	exercise	the	foregoing	rights.	To	the	extent	that
any	asset	of	any	Chargor	in	which	the	Collateral	Agent	has	access	or	use	rights	as	provided	above	is	to	be	sold	or
otherwise	disposed	of	after	the	occurrence	and	during	the	continuance	of	an	Event	of	Default,	such	Chargor	shall,
if	requested	by	the	Collateral	Agent	in	writing,	cause	the	buyer	to	agree	in	writing
	
to
	
be
	
subject
	
to,
	
and
	
comply
with
	
the
	
terms
	
of,
	
this
	
Clause
	
6.	The
	
Collateral
	
Agent	shall	have	the	right	to	bring	an	action	to	enforce	its	rights
under	this	Clause	6,	including,	without	limitation,	an	action	seeking	possession	of	the	applicable	Security	Assets
and/or	specific	performance	of	this	Clause	6.
	
If	the	grant	of	the	above	leases	and	licenses	by	an	Chargor	would	breach	any	agreement	with	a	third	party,	the	affected	Chargor	shall
promptly	notify	the	Collateral	Agent	in	writing.	In	such	event,	the	above	leases	and
	
licenses
	
shall
	
be
	
deemed
	
effective
	
to
	
the
	
fullest
	
extent
permitted
	
without
	
causing
	
such
	
a
	
breach,
	
and,
	at


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a
	
breach,
	
and,
	at	
the	Collateral	Agent’s	request,	the	affected	Chargor	shall	use	commercially	reasonable
efforts	to	obtain
	
all	third-party	consents	required	to	effect	fully	the	above	leases	and	licenses.	The	affected	Chargor	shall	pay	all
reasonable	out-of-pocket	expenses	in	connection	with	obtaining	any	such
	
consents.
	
	
7.
CONVERSION	OF	FLOATING
	
CHARGE
	
	
7.1
Conversion	by
	
notice
	
The
	
Collateral
	
Agent
	
may,
	
by
	
written
	
notice
	
to
	
a
	
Chargor,
	
convert
	
the
	
floating
	
charge
	
created
	
under	this	Deed	into	a	fixed	charge	with
immediate	effect	as	regards	all	or	any	of	the	Security	Assets	subject	to	the	floating	charge	and	specified	in	the	notice
	
if:
	
	
(a)
an	Event	of	Default	has	occurred	and	is	continuing;
	
or
	
	
(b)
it
	
considers
	
(acting
	
reasonably)
	
any
	
Security
	
Assets
	
to
	
be
	
in
	
danger
	
of
	
being
	
seized
	
or
	
sold	under	any	form	of
distress,	attachment,	execution	or	other	legal
	
process.
	
	
7.2
Small	companies
	
The	floating	charge	created	under	this	Deed	by	any	Chargor	shall	not	convert	into	a	fixed	charge	solely
	
by
	
reason
	
of
	
a
	
moratorium
	
being
obtained
	
under
	
the
	
Insolvency
	
Act
	
2000
	
(or	anything


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Act
	
2000
	
(or	anything
	
done	with	a	view	to	obtaining	such	a	moratorium)	in	respect	of	such
	
Chargor.
	
	
7.3
Automatic
	
conversion
	
The	floating	charge	created	under	this	Deed	shall	(in	addition	to	the	circumstances	in	which	the	same	will	occur	under	general	law)
automatically	convert	into	a	fixed	charge:
	
	
(a)
in	relation	to	any	Security	Asset	which	is	subject	to	a	floating	charge
	
if:
	
	
(i)
that	Chargor	creates	any	Security	(other	than	any	Permitted	Encumbrances)	on	or	over
	
the
	
relevant
Security
	
Asset
	
without
	
the
	
prior
	
written
	
consent
	
of
	
the
	
Collateral	Agent;
	
or
	
(ii)
any	third	party	levies	or	attempts	to	levy	any	distress,	execution,	attachment	or	other	legal	process
against	any	such	Security	Asset	that	constitutes	an	Event	of	Default;	or


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(iii)
any	other	floating	charge	crystalises	over	that	Security	Asset;
	
and
	
	
(b)
if	a	Chargor	becomes	or	is	declared	insolvent	or	otherwise	unable	to	pay	its	debts	as	they	fall	due	in	the	ordinary
course	of
	
business;
	
	
(c)
over	all	Security	Assets	of	a	Chargor	which	are	subject	to	a	floating	charge	if	an	administrator
	
is
	
appointed
	
in
respect
	
of
	
that
	
Chargor
	
or
	
the
	
Collateral
	
Agent
	
receives
	
notice	of
	
intention
	
to
	
appoint
	
such
	
an
	
administrator
	
(as
contemplated
	
by
	
the
	
Insolvency
	
Act
	
1986)	by	someone	entitled	to	so	appoint;
	or
	
	
(d)
if	any	Chargor	convenes	a	meeting	of	its	creditors	or	a	proposal	or	arrangement	or	composition	with,	or	any
assignment	is	made	for	the	benefit	of,	its	creditors,	or	a	petition	is
	
presented,
	
or
	
a
	
meeting
	
called
	
for
	
the
	
purpose
of
	
considering
	
a
	
resolution
	
regarding
	
such	matters	or	other	steps	are	taken	for	its	winding-up	or
	
dissolution.
	
	
7.4
Partial
	
conversion
	
The	giving	of	a	notice	by	the	Collateral	Agent	pursuant	to	Clause	7.1	(
Conversion	by	notice
)	in	relation	to	any	class	of	Security	Assets	of
any	Chargor	shall	not	be	construed	as	a	waiver	or	abandonment	of	the	rights	of	the	Collateral	Agent	to	serve	similar	notices	in	respect	of


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any	other	class	of	Security	Assets	or	of	any	other	right	of	the	Collateral	Agent	and/or	the	other	Secured	Creditors.
	
	
8.
EXCLUDED	ASSETS
	
Unless	otherwise	agreed	by	the	Company	and	the	Collateral	Agent	in	writing,	there	shall	be	excluded	from	the	Security	created	by	Clause
4	(
Fixed	Security
)	and	Clause	5	(
Floating	Charge
)	and	in	no	event	shall	the	term	“Security	Assets”	(and	any	component	terms	thereof)
include:
	
	
(a)
any	property,	interest	or	other	rights	for	so	long	as	the	grant	of	such	security	interest	shall	constitute	or	result
	
in:
	
	
(i)
a	breach	or	termination	pursuant	to	the	terms	of,	or	a	default	under,	any	General	Intangible,	lease,
license,	contract,	agreement	or	other
	
document;
	
	
(ii)
a
	
breach
	
of
	
any
	
law
	
or
	
regulation
	
which
	
prohibits
	
the
	
creation
	
of
	
a
	
security
	
interest	thereunder;
	
	
(iii)
a	requirement	to	obtain	consent	of	a	Governmental	Authority	or	any	other	Person	(other	than	consent
of	the	Company	or	any	of	its	Subsidiaries)	to	permit	the	grant	of	a	security	interest	therein	(and	such
consent	has	not	been	obtained);
	
or
	
	
(iv)
materially	adverse	tax	consequences	as	reasonably	determined	by	the
	
Company,
	
other	than	
to	the	extent	that	any	such	term	specified	in	clause	(i)	or	(ii)	above	is	rendered	ineffective	pursuant	to	any	then-applicable	law
or	principles	of	equity	and	
provided
,	
however


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provided
,	
however
,	that	such	security	interest	shall	attach	immediately	at	such	time	as	the	condition	causing
such	abandonment,	invalidation,	unenforceability	breach	or	termination	shall	no	longer	be	effective	and	to	the	extent	severable,	shall
attach	immediately	to	any	portion	of	such	property	or	other	rights	that	does	not	result	in	any	of	the	consequences	specified	in	clause	(i),
(ii),	(iii)	or	(iv)	above;


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(b)
any
	
property,
	
interest
	
or
	
other
	
rights
	
with
	
respect
	
to
	
which,
	
in
	
the
	
reasonable
	
determination	of	the	Administrative
Agent,	expressed	in	writing,	the	cost	or	other	consequences	
of	
granting	a	security	interest	in	favor	of	the	Secured
Creditors	is	excessive	in	relation	to	the	value	afforded
	
thereby;
	
	
(c)
Non-Eligible	Motor	Vehicles,	airplanes	and	other	assets	subject	to	certificates	of
	
title;
	
	
(d)
Equity
	
Interests;
	
	
(e)
Securitization	Related
	
Assets;
	
	
(f)
all	interests	in	Real
	
Property;
	
	
(g)
Rental	Account
	
Assets;
	
	
(h)
Charged
	
Accounts
	
that
	
are
	
identifiable
	
proceeds
	
of
	
the
	
sale
	
or
	
other
	
disposition
	
of
	
property	that	is	not	Security
Assets;
	
	
(i)
intercompany	Accounts	outstanding	on	the	Amendment	Effective	Date;
	
and
	
	
(j)
Intellectual	Property	Rights.
	
	
9.
LIABILITY	OF	CHARGORS	RELATING	TO	SECURITY
	
ASSETS
	
Notwithstanding
	
anything
	
contained
	
in
	
this
	
Deed
	
or
	
implied
	
to
	
the
	
contrary,
	
each
	
Chargor
	
remains	liable
	
to
	
observe
	
and
	
perform
	
all
conditions
	
and
	
obligations
	
assumed
	
by
	
it
	
in
	
relation
	
to
	
the


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in
	
relation
	
to
	
the
	
Security	Assets.	The	Collateral	Agent	is	under	no	obligation	to	perform	or	fulfil
any	such	condition	or	obligation	or	to	make	any	payment	in	respect	of	any	such	condition	or
	
obligation.
	
	
10.
REPRESENTATIONS
	
	
10.1
Power	and
	
capacity
	
Each	Chargor:
	
	
(a)
is	duly	incorporated	and	validly	existing	under	the	laws	of	its	Original	Jurisdiction;
	
and
	
	
(b)
has	the	power	and	authority	to	own	its	assets	and	carry	on	its	business	as	it	is	being	conducted.
	
	
10.2
Authorisation	and
	
enforceability
	
	
(a)
Each	Chargor	has	the	power	and	authority	to	execute,	perform	and	deliver	the	terms	and	provisions	of	this	Deed
and	has	taken	all	necessary	action	to	authorise	the	execution,	delivery	and	performance	of	this
	
Deed.
	
(b)
Subject	to	the	Legal	Reservations	and,	in	the	case	of	clause	9.2(b)(ii)	the	Perfection	Requirements:
	
	
(i)
the
	
obligations
	
expressed
	
to
	
be
	
assumed
	
by
	
it
	
in
	
this
	
Deed
	
are
	
legal,
	
valid,
	
binding	and	enforceable
obligations;	and


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(ii)
(without	limiting	the	generality	of	clause	(9.2(a)),	this	Deed	creates	the	security	interests	which	this
Deed	purports	to	create	and	those	security	interests	are	valid	and
	
effective.
	
	
10.3
Ownership	of	Security
	
Assets
	
Each	Chargor	is	the	sole	legal	and	beneficial	owner	of	all	of	the	Security	Assets	identified	against	its	name	in	Schedule	1	(
Details	of
Security	Assets
)	(or	the	relevant	schedule	of	Accession	Deed
	
by	which	the	relevant	Chargor	accedes	to	this
	
Deed).
	
	
10.4
No	adverse
	
interests
	
Subject	only	to	the	Security	created	by	or	pursuant	to	this	Deed	and	any	Permitted	Encumbrances	under	the	Credit	Agreement,	no	person
other	than	the	relevant	Chargor	has	any	legal	or	beneficial	interest
	
(or
	
any
	
right
	
to
	
claim
	
any
	
such
	
interest)
	
in
	
the
	
Security
	
Assets
	
and
	
the
relevant
	
Chargor
	
has	not	received	any	notice	of	such
	
claim.
	
	
10.5
Time	when	representations	are
	
made
	
	
(a)
All	the	representations	and	warranties	in	this	Clause	10	are	made	by	each
	
Chargor:
	
	
(i)
on	the	date	of	this	Deed;
	
and
	
	
(ii)
(in	the	case	of	a	company	that	accedes	to	the	terms	of	this	Deed	pursuant	to	an	Accession	Deed)	on	the
day	which	it	becomes	a	Chargor	by	reference	to	the	relevant	schedule	(or	part	thereof)	of	the	Accession
Deed	by	which	it	accedes	to	this	Deed.


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(b)
Each	representation	and	warranty	deemed	to	be	made	after	the	date	of	this	Deed	shall	be	deemed	to	be	made	by
reference	to	the	facts	and	circumstances	existing	at	the	date	the	representation	or	warranty	is	deemed	to	be
made.
	
	
11.
UNDERTAKINGS	BY	THE	CHARGORS	AND	DEALING	WITH	SECURITY	ASSETS
	
	
11.1
Negative
	
pledge
	
No
	
Chargor
	
shall,
	
without
	
the
	
prior
	
written
	
consent
	
of
	
the
	
Collateral
	
Agent
	
create,
	
purport
	
to
	
create	or	permit	to	subsist	any	Security	or
Quasi-Security	on	any	Security	Asset	other	than	as	created	by	this	Deed	or	a	Permitted	Encumbrance.
	
11.2
Bank
	
accounts
	
	
(a)
Each	Chargor
	
shall:
	
	
(i)
on
	
or
	
prior
	
to
	
the
	
90
th
	
day
	
following
	
the
	
date
	
of
	
this
	
Deed
	
(in
	
respect
	
of
	
the
	
Original	Chargor),	or	(in	the
case	of	a	company	that	accedes	to	the	terms	of	this	Deed	pursuant	to	an	Accession	Deed)	on	the	day
which	it	becomes	a	Chargor;
	
and
	
	
(ii)
upon	opening	a	Core	UK	Deposit	Account	with	a	new	UK	Collection
	
Bank,


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(in	each	instance	as	such	date	may	be	extended	by	the	Collateral	Agent	in	its	sole	discretion)	enter	into	an	Account	Control	Agreement
which	shall	constitute	a	Cash	Management
	
Control
	
Agreement
	
for
	
the
	
purposes
	
of
	
and
	
in
	
accordance
	
with
	
section
	
5.03(g)	(
Method	and
Place	of	Payment
)	of	the	Credit
	
Agreement.
	
	
(b)
Until
	
the
	
occurrence
	
of
	
an
	
Account
	
Control
	
Event
	
which
	
is
	
continuing,
	
each
	
Chargor
	
shall	be	entitled	to	deal	with
its	Charged	Accounts	in	any	manner	not	prohibited	by	the	Credit	Documents	(including	closing	such	Charged
Accounts).
	
	
(c)
At
	
any
	
time
	
following
	
the
	
occurrence
	
of
	
an
	
Account
	
Control
	
Event
	
which
	
is
	
continuing,
	
no	Chargor
	
shall
	
be
	
entitled
to
	
make
	
any
	
withdrawals
	
or
	
transfers
	
from
	
any
	
Charged
	
Account	without	the	Collateral	Agent’s	prior	written
consent	and	the	Collateral	Agent	may	at	any	time	following	the	occurrence	of	an	Account	Control	Event	which	is
continuing,	without	prior
	
notice
	
exercise
	
from
	
time
	
to
	
time
	
all
	
rights,
	
powers
	
and
	
remedies
	
held
	
by
	
it
	
as
	
chargee	of
the	Charged	Accounts
	
to:
	
	
(i)


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to:
	
	
(i)
demand	and	receive	all	and	any	monies	due	under	or	rising	out	of	each	Charged	Account;
	
	
(ii)
exercise	all	such	rights	as	the	charger	was	then	entitled	to	exercise	in	relation	to	such	Charged
Account	or	might,	but	for	the	terms	of	this	Deed
	
exercise.
	
	
11.3
Notice	of	assignment	and/or
	
charge
	
Each
	
Chargor
	
shall,
	
promptly
	
upon
	
request
	
by
	
the
	
Collateral
	
Agent
	
at
	
any
	
time
	
after
	
the
	
occurrence	of
	
an
	
Event
	
of
	
Default
	
which
	
is
continuing,
	
in
	
respect
	
of
	
each
	
of
	
its
	
Assigned
	
Assets,
	
deliver
	
a
	
duly	completed	and	executed	notice	of	assignment	to	each	other	party	to
that	Assigned	Asset	and	shall	use	reasonable	endeavours	to	procure	that	each	such	party	executes	and	delivers	to	the	Collateral	Agent	an
acknowledgement,	in	the	case	of	Insurances,	in	the	form	set	out	in	Schedule	2	(
Form	of	Notice	to	and	Acknowledgement	by	Insurers
)	and
in	the	case	of	all	other	Assigned	Assets	in	the	form	set	out	in	Schedule	3	(
Form	of	Notice	and	Acknowledgement	of	assignment
)	or	in	each
case	such	other	form	as	the	Collateral	Agent	may	agree,	acting	reasonably.	If	a	Chargor	has	used	its	reasonably	endeavours	but	has	not
been	able	to	obtain	an	acknowledgement	as	required	by	this	Clause
	
10.3,
	
its
	
obligation
	
to
	
obtain
	
acknowledgment
	
shall


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obtain
	
acknowledgment
	
shall
	
cease
	
on
	
the
	
expiry
of
	
20
	
Business
	
Days	following	delivery	of	the	applicable
	
notice.
	
	
11.4
Receivables
	
	
(a)
Except
	
(i)
	
in
	
accordance
	
with
	
such
	
Chargor’s
	
ordinary
	
course
	
of
	
business,
	
(ii)
	
as
	
otherwise	in
	
such
	
Chargor’s
reasonable
	
business
	
judgment,
	
(iii)
	
as
	
permitted
	
by
	
the
	
Credit
	
Agreement	or
	
(iv)
	
as
	
permitted
	
by
	
paragraph
	
(b)
below,
	
no
	
Chargor
	
shall
	
rescind
	
or
	
cancel
	
any	indebtedness	evidenced	by	or	under	any	Receivable,	or	modify
any	term	thereof	or	make	any	adjustment	with	respect	thereto,	or	extend	or	renew	the	same,	or	compromise	or
settle	any	dispute,	claim,	suit	or	legal	proceeding	relating	thereto,	without	the	prior	written	consent	of	the
Collateral	Agent.	Except	to	the	extent	otherwise	permitted	by	this	Deed	or	the	Credit	Agreement,	no	Chargor	will
do	anything	to	impair	in	any	material	respect	the	rights	of	the	Collateral	Agent	in	any	Receivable.
	
	
(b)
Except	as	such	Chargor	otherwise	determines	in	its	reasonable	business	judgment,	each	Chargor	shall	endeavor
in	accordance	with	reasonable	business	practices	to	cause	to	be	collected
	
from
	
the
	
debtor
	
in


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without	limitation,
	
amounts
	
which
	
are
	
delinquent,
	
such
	
amounts
	
to
	
be
	
collected
	
in
	
accordance
	
with	generally
accepted	lawful	collection	procedures)	any	and	all	amounts	owing	under	or	on	account
	
of
	
such
	
any
	
Receivable,
and
	
apply
	
promptly
	
upon
	
receipt
	
thereof
	
all
	
such
	
amounts	as	are	so	collected	to	the	outstanding	balance	of	such
Receivable.	Except	as	otherwise	directed	by	the	Collateral	Agent	following	the	occurrence	of	an	Event	of	Default
that	is	continuing,	any	Chargor	may	allow	in	the	ordinary	course	of	business	as	adjustments	to	amounts	owing	in
respect	of	Receivables	(i)	an	extension	or	renewal	of	the	time	or	times	of	payment,	or	settlement	for	less	than	the
total	unpaid	balance,	which	such	Chargor	finds	appropriate
	
in
	
accordance
	
with
	
its
	
reasonable
	
business
	
judgment,
(ii)
	
a
	
refund
	
or
	
credit
	
due	as	a	result	of	returned	or	damaged	merchandise	or	improperly	performed	services	or	
for
other	reasons	which	such	Chargor	finds	appropriate	in	accordance	with	its	reasonable	business	judgment	and/or
(iii)	such	other	adjustments	which	such	Chargor	finds	appropriate	in	accordance	with	its	reasonable	business
judgment.
	
	
	
12.
POWER	TO
	
REMEDY
	
	
12.1
Power	to
	
remedy


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12.1
Power	to
	
remedy
	
If	at	any	time	following	an	Event	of	Default	which	is	continuing	a	Chargor	does	not	comply	with	any	of	its	obligations	under	this	Deed,	the
Collateral	Agent	(without	prejudice	to	any	other	rights	arising	as	a	consequence	of	such	non-compliance)	shall	be	entitled	(but	not	bound)
to	rectify	that	default.	The	relevant	Chargor	irrevocably	authorises	the	Collateral	Agent	and	its	employees	and	agents	by	way	of	security,
to	do	all	such	things	(including	entering	the	property	of	such	Chargor)	which	are	reasonably	necessary	to	rectify	that	default.
	
	
12.2
Mortgagee	in
	
possession
	
The	exercise	of	the	powers	of	the	Collateral	Agent	under	this	Clause	12	shall	not	render	it,	or	any	other	Secured	Creditor,	liable	as	a
mortgagee	in	possession.
	
	
12.3
Monies	expended
	
The
	
relevant
	
Chargor
	
shall
	
pay
	
to
	
the
	
Collateral
	
Agent
	
on
	
demand
	
any
	
monies
	
which
	
are
	
expended	by	the	Collateral	Agent	in	exercising	its
powers	under	this	Clause
	
12.
	
13.
WHEN	SECURITY	BECOMES
	
ENFORCEABLE
	
13.1
When
	
enforceable
	
This	Security	created	by	or	pursuant	to	this	Deed	shall	become	immediately	enforceable	upon	the	occurrence	of	an	Event	of	Default	which
is	continuing.
	
	
13.2
Statutory
	
powers


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13.2
Statutory
	
powers
	
The	power	of	sale	and	other	powers	conferred	by	section	101	of	the	Act	(as	amended	or	extended	by	this	Deed)	shall	be	immediately
exercisable	upon	and	at	any	time	after	the	occurrence	of	an	Event	of	Default	which	is	continuing.
	
	
13.3
Enforcement


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After
	
the
	
Security
	
created
	
by
	
or
	
pursuant
	
to
	
this
	
Deed
	
has
	
become
	
enforceable,
	
the
	
Collateral
	
Agent	may	in	its	absolute	discretion	enforce
all	or	any	part	of	the	Security	created	by	or	pursuant	to	this	Deed	in	such	manner	as	it	sees
	
fit.
	
	
14.
ENFORCEMENT	OF
	
SECURITY
	
	
14.1
General
	
For	the	purposes	of	all	rights	and	powers	implied	by	statute,	the	Secured	Obligations	are	deemed	to	have	become	due	and	payable	on	the
date	of	this	Deed.	Sections	93	and	103	of	the	Act	shall	not	apply	to	the	Security	created	by	or	pursuant	to	this	Deed.
	
	
14.2
Powers	of	leasing
	
The	statutory	powers	of	leasing	conferred	on	the	Collateral	Agent	are	extended	so	as	to	authorise	the	Collateral	Agent	to	lease,	make
agreements	for	leases,	accept	surrenders	of	leases	and	grant	options	as	the	Collateral	Agent	may	think	fit	and	without	the	need	to	comply
with	section	99	or	100	of	the	Act.
	
	
14.3
Powers	of	Collateral
	
Agent
	
	
(a)
At
	
any
	
time
	
after
	
the
	
Security
	
created
	
by
	
or
	
pursuant
	
to
	
this
	
Deed
	
becomes
	
enforceable
	
(or	if	so	requested	by	any
Chargor	by	written	notice	at	any	time),	the	Collateral	Agent	may	without	further	notice	(unless	required	by
	
law):
	
	
(i)


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law):
	
	
(i)
appoint	any	person	(or	persons)	to	be	a	receiver,	receiver	and	manager	or	administrative	receiver	of	all
or	any	part	of	the	Security	Assets	and/or	of	the	income	of	the	Security	Assets;
	
and/or
	
	
(ii)
appoint	or	apply	for	the	appointment	of	any	person	who	is	appropriately	qualified	as	administrator	of	a
Chargor;
	
and/or
	
	
(iii)
exercise
	
all
	
or
	
any
	
of
	
the
	
powers
	
conferred
	
on
	
mortgagees
	
by
	
the
	
Act
	
(as
	
amended	or	extended	by	this
Deed)	and/or	all	or	any	of	the	powers	which	are	conferred	by	this	Deed	on	a	Receiver,	in	each	case
without	first	appointing	a	Receiver	or	notwithstanding	the	appointment	of	any
	
Receiver.
	
(b)
The
	
Collateral
	
Agent
	
is
	
not
	
entitled
	
to
	
appoint
	
a
	
Receiver
	
in
	
respect
	
of
	
any
	
Security
	
Assets	of	any	Chargor	which
are	subject	to	a	charge	which	(as	created)	was	a	floating	charge	solely	by	reason	of	a	moratorium	being	obtained
under	the	Insolvency	Act	2000	(or	anything	done	with	a	view	to	obtaining	such	a	moratorium)	in	respect	of	such
Chargor.
	
	
14.4
Redemption	of	prior
	
mortgages
	
At	any	time	after	the	Security	created	by	or	pursuant	to	this	Deed	has	become	enforceable,	the	Collateral	Agent	may:
	
	
(a)
redeem	any	prior	Security	against	any	Security	Asset;
	
and/or
	
	
(b)


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(c)
settle	and	pass	the	accounts	of	the	holder	of	any	prior	Security	and	any	accounts	so
	
settled	and	passed	shall	be
conclusive	and	binding	on	each
	
Chargor.
	
All
	
principal,
	
interest,
	
costs,
	
charges
	
and
	
expenses
	
of
	
and
	
incidental
	
to
	
any
	
such
	
redemption
	
and/or	transfer	shall	be	paid	by	the	relevant
Chargor	to	the	Collateral	Agent	on
	
demand.
	
	
14.5
Privileges
	
Each	Receiver	and	the	Collateral	Agent	is	entitled	to	all	the	rights,	powers,	privileges	and	immunities	conferred	by	the	Act	on	mortgagees
and	receivers	when	such	receivers	have	been
	
duly	appointed	under	the	Act,	except	that	section	103	of	the	Act	does	not
	
apply.
	
	
14.6
No	liability
	
	
(a)
Neither
	
the
	
Collateral
	
Agent,
	
any
	
other
	
Secured
	
Creditor
	
nor
	
any
	
Receiver
	
shall
	
be
	
liable
(A)
in
	
respect	of
	
all	or	any
	
part	of	the
	
Security
	
Assets
	
or	(B)	for
	
any
	
loss	or
	
damage	which	arises
	
out
	
of
	
the
exercise
	
or
	
the
	
attempted
	
or
	
purported
	
exercise
	
of,
	
or
	
the
	
failure
	
to
	
exercise	any	of,	its	or	his	respective	powers
(unless	such	loss	or	damage	is	caused	by	its	gross	negligence	or	wilful	misconduct).
	
	
(b)


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(b)
Without	prejudice	to	the	generality	of	Clause	14.6(a),	neither	the	Collateral	Agent,	any	other	Secured	Creditor	nor
any	Receiver	shall	be	liable,	by	reason	of	entering	into	possession	of	a	Security	Asset,	to	account	as	mortgagee	in
possession	or	for	any	loss	on	realisation	or	for	any	default	or	omission	for	which	a	mortgagee	in	possession	might
be	liable.
	
	
14.7
Protection	of	third
	
parties
	
No	person	(including	a	purchaser)	dealing	with	the	Collateral	Agent	or	any	Receiver	or	Delegate	will	be	concerned	to	enquire:
	
	
(a)
whether	the	Secured	Obligations	have	become
	
payable;
	
	
(b)
whether	any	power	which	the	Collateral	Agent	or	the	Receiver	is	purporting	to	exercise	has	become
	
exercisable;
	
	
(c)
whether	any	money	remains	due	under	any	Credit	Document;
	
or
	
(d)
how	any	money	paid	to	the	Collateral	Agent	or	to	the	Receiver	is	to	be
	
applied.
	
	
15.
RECEIVER
	
	
15.1
Removal	and
	
replacement
	
The	Collateral	Agent	may	from	time	to	time	remove	any	Receiver	appointed	by	it	(subject,	in	the	case	of	an	administrative	receivership,	to
section	45	of	the	Insolvency	Act	1986)	and,	whenever	it	may	deem	appropriate,	may	appoint	a	new	Receiver	in	the	place	of	any	Receiver
whose	appointment	has	terminated.
	
	
15.2
Multiple
	
Receivers


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If	at	any	time	there	is	more	than	one	Receiver	of	all	or	any	part	of	the	Security	Assets	and/or	the	income
	
of
	
the
	
Security
	
Assets,
	
each
Receiver
	
shall
	
have
	
power
	
to
	
act
	
individually
	
(unless
	
otherwise	stated	in	the	appointment
	
document).
	
	
15.3
Remuneration
	
Any	Receiver	shall	be	entitled	to	remuneration	for	his	services	at	a	rate	to	be	fixed	by	agreement	between	him	and	the	Collateral	Agent
(or,	failing	such	agreement,	to	be	fixed	by	the	Collateral	Agent).
	
	
15.4
Payment	by	Receiver
	
Only	monies	actually	paid	by	a	Receiver	to	the	Collateral	Agent	in	relation	to	the	Secured	Obligations	shall	be	capable	of	being	applied	by
the	Collateral	Agent	in	discharge	of	the	Secured	Obligations.
	
	
15.5
Agent	of
	
Chargors
	
Any	Receiver	shall	be	the	agent	of	the	Chargor	in	respect	of	which	it	is	appointed.	Such	Chargor	shall	(subject	to	the	Companies	Act	2006
and	the	Insolvency	Act	1986)	be	solely	responsible	for	his
	
acts
	
and
	
defaults
	
and
	
for
	
the
	
payment
	
of
	
his
	
remuneration.
	
No
	
Secured
	
Creditor
shall
	
incur
	
any	liability
	
(either
	
to
	
such
	
Chargor
	
or
	
to
	
any
	
other
	
person)
	
by
	
reason
	
of
	
the
	
appointment
	
of
	
a
	
Receiver	or	for	any	other
	
reason.


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reason.
	
	
15.6
Collateral	Agent
	
To	the	fullest	extent	allowed	by	law,	any	right,	power	or	discretion	conferred	by	this	Deed	(either	expressly	or	impliedly)	or	by	law	on	a
Receiver	may	after	the	Security	created	by	or	pursuant	to	this	Deed	becomes	enforceable	be	exercised	by	the	Collateral	Agent	in	relation
to	any	Security	Asset	without	first	appointing	a	Receiver	and	notwithstanding	the	appointment	of	a	Receiver.
	
	
16.
POWERS	OF
	
RECEIVER
	
	
16.1
General	powers
	
Any	Receiver	shall	have:
	
	
(a)
all	the	powers	which	are	conferred	on	the	Collateral	Agent	by	Clause	14.3	(
Powers	of	Collateral	Agent
);
	
(b)
all	the	powers	which	are	conferred	by	the	Act	on	mortgagees	in	possession	and	receivers	appointed	under	the
	
Act;
	
	
(c)
(whether
	
or
	
not
	
he
	
is
	
an
	
administrative
	
receiver)
	
all
	
the
	
powers
	
which
	
are
	
listed
	
in
	
schedule	1	of	the	Insolvency	Act
1986;
	
and
	
	
(d)
all	powers	which	are	conferred	by	any	other	law	conferring	power	on
	
receivers.
	
	
16.2
Additional	powers
	
In	addition	to	the	powers	referred	to	in	Clause	16.1	(
General	powers
),	a	Receiver	shall	have	the	following	powers:
	
	
(a)
to
	
take
	
possession
	
of,
	
collect
	
and
	
get
	
in
	
all
	
or
	
any
	
part
	
of


