# embedding_metadata

key: chroma:document
string_value:
“
Fixed	Charges
”	shall	mean,	for	any	period,	the	sum	of	(a)	any	amortization	or	other	scheduled	or	mandatory	principal
payments	made	during	such	period	on	all	Indebtedness	of	the	Company	and	its	
Consolidated
	Subsidiaries	for	such	period	(including	the
principal	component	of	all	obligations	in	respect	of	all	Capitalized	Lease	Obligations,	but	excluding	(
x
w
)	the	payment	or	Net	Share
Settlement	of	any	Permitted	Convertible	Notes	or	any	SolarCity	Convertible	Notes	at	their	respective	final	maturity	date	or	upon
conversion	thereof
	and
,
	
(
y
x
)	customary	mandatory	repayments	associated	with	customary	excess	cash	flow	provisions	and	with	asset	sales,
casualty	and	condemnation	events,	the	incurrence	of	Indebtedness	for	borrowed	money	and	the	issuance	of	Equity	Interests	(but	only	to
the	extent	made	with	the	net	cash	proceeds	from	such	asset	sales,	casualty	and	condemnation	events,	incurrences	of	Indebtedness	and
issuance	of	Equity	Interests)
	and	(y)	payments	in	connection	with	the	refinancing	of	Indebtedness)	(for	the	avoidance	of	doubt,	this	clause
(a)	shall	not	apply	to	payments	made	under	any	working	capital	facility
),	
plus
	(b)	Consolidated	Interest	Expense	of	the	Company	and	its
Consolidated
	Subsidiaries	for	such	period	payable	in	cash,	
plus
	(c)	the	Net	RVG	Repurchase	Amount	for	such	period.
“
Flood	Insurance	Laws
”	shall	mean,	collectively,	(i)	National	Flood	Insurance	Reform	Act	of	1994	(which	comprehensively


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string_value:
revised	the	National	Flood	Insurance	Act	of	1968	and	the	Flood	Disaster	Protection	Act	of	1973)	as	now	or	hereafter	in	effect	or	any
successor	statute	thereto,	(ii)	the	Flood	Insurance	Reform	Act	of	2004	as	now	or	hereafter	in	effect	or	any	successor	statute	thereto	and
(iii)	the	Biggert-Waters	Flood	Insurance	Reform	Act	of	2012	as	now	or	hereafter	in	effect	or	any	successor	statute	thereto.
“
Foreign	Currency
”	shall	mean	any	currency	other	than	U.S.	Dollars	which	is	(a)	readily	available	and	freely	transferable	and
convertible	into	U.S.	Dollars	and	(b)	available	in	the	London	interbank	deposit	market.
“
Foreign	Currency	Denominated	Loans
”	shall	mean	each	Loan	denominated	in	an	Acceptable	Foreign	Currency	at	the	time	of
the	incurrence	thereof.
“
Foreign	Lender
”	shall	mean	any	Lender	that	is	not	a	U.S.	Person.
“
Foreign	Pension	Plan
”	shall	mean	any	plan,	fund	(including	any	superannuation	fund)	or	other	similar	program	established	or
maintained	outside	the	United	States	by	the	Company	or	any	one	or	more	of	its	Subsidiaries	primarily	for	the	benefit	of	employees	of	the
Company	or	such	Subsidiaries	residing	outside	the	United	States,	which	plan,	fund	or	other	similar	program	provides,	or	results	in,
retirement	income,	a	deferral	of	income	in	contemplation	of	retirement	or	payments	to	be	made	upon	termination	of	employment,	and
which	plan	is	not	subject	to	ERISA	or	the	Code.
“
Foreign	Subsidiary
”	of	any	Person	shall	mean	any	Subsidiary	of	such	Person	that	is	not	a	Domestic	Subsidiary	of	such	Person.
“
Foreign	Taxes


key: chroma:document
string_value:
“
Foreign	Taxes
”	shall	mean	any	tax	imposed	by	EC	Directive	2006/112/EC	on	the	Common	System	of	value	added	tax,	and	any
national	legislation	implementing	that	directive	(including	the	United	Kingdom’s	Value	Added	Tax	Act	1994),	together	with	any	legislation
supplemental	thereto,	and	any	other	tax	of	a	similar	nature	and	all	penalties,	costs	and	interest	related	thereto	(including	any	Canadian
harmonized	sales	tax,	goods	and	service	tax	or	any	other	sales	tax	imposed	by	Canada	or	any	province	or	territory	thereof).
“
Fremont	Factory
”	shall	mean	the	Company’s	factory	located	at	45500	Fremont	Blvd.,	Fremont,	California	and	ancillary
supporting	locations	located	in	the	United	States	and	designated	by	the	Company	as	a	“Fremont	ancillary	location”	in	writing	to	the
Administrative	Agent.
44


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string_value:
“
Fremont	Real	Property
”	shall	mean	the	real	property	owned	by	the	Company	located	at	45500	Fremont	Boulevard,	Fremont,
California,	and	any	other	Real	Property	ancillary	or	related	to	the	foregoing	and	owned	by	the	Company	or	any	Credit	Party	in	Fremont,
California.
“
GAAP
”	shall	mean	generally	accepted	accounting	principles	in	the	United	States	as	in	effect	from	time	to	time;	
provided
	that
determinations	in	accordance	with	GAAP	for	purposes	of	Section	10	and	the	calculation	of	the	Fixed	Charge	Coverage	Ratio	and	the	Total
Leverage	Ratio,	in	each	case	including	defined	terms	as	used	therein,	are	subject	to	Section	
13.07
13.08
(a).
“
Governmental	Authority
”	shall	mean	the	government	of	the	United	States,	the	Netherlands,	Belgium,	
the	United	Kingdom,
	any
other	nation	or	any	political	subdivision	thereof,	whether	state,	provincial	or	local,	and	any	agency,	authority,	instrumentality,	regulatory
body,	court,	central	bank	or	other	entity	exercising	executive,	legislative,	judicial,	taxing,	regulatory	or	administrative	powers	or	functions
of	or	pertaining	to	government	(including	any	supra-national	bodies	such	as	the	European	Union	or	the	European	Central	Bank).
“
Guarantor
”	shall	mean	and	include	each	U.S.	Guarantor
	and
,
	
each	Dutch	Guarantor
	and	each	UK	Guarantor
.
“
Guaranty
”	shall	mean	the	U.S.	Guaranty
	and
,
	
the	Dutch	Guaranty
	and	the	UK	Guaranty
.
“
Hazardous	Materials


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string_value:
.
“
Hazardous	Materials
”	shall	mean	any	chemicals,	materials,	wastes,	pollutants,	contaminants,	or	substances	in	any	form	that	is
prohibited,	limited	or	regulated	pursuant	to	any	Environmental	Law	by	virtue	of	their	toxic	or	otherwise	deleterious	characteristics,
including	any	petroleum	or	petroleum	products,	radioactive	materials,	asbestos	in	any	form	that	is	or	could	become	friable,	urea
formaldehyde	foam	insulation,	dielectric	fluid	containing	levels	of	polychlorinated	biphenyls,	and	radon	gas.
“
Host	Customer	Agreements
”	shall	mean	the	Energy	Storage	Agreements	and	Customer	Lease	Agreements.
“
Immaterial	Subsidiary
”	shall	mean,	as	of	any	date	of	determination,	any	Wholly-Owned	Domestic	Subsidiary	of	the	Company
or
,
	
any	Wholly-Owned	Dutch	Subsidiary	of	Tesla	B.V.	
(in	either
or	any	Wholly	Owned	UK	Subsidiary	of	Tesla	UK	(in	each
	case,	other	than	a
Borrower)	(x)	that	has	not	guaranteed	any	other	Indebtedness	of	any	Borrower	other	than	a	guarantee	by	any	Subsidiary	that	was	created
to	satisfy	state	dealer	requirements,	(y)	whose	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,
but	excluding	intercompany	assets),	do	not	constitute	more	than	5.0%	of	the	Consolidated	Total	Assets	and	(z)	whose	consolidated	total


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string_value:
revenues	(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)	do	not	constitute	more	than	5.0%	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).
“
Impacted	Lender
”	shall	have	the	meaning	provided	in	Section	2.10(
e
f
).
“Impacted	UK	Lender”	shall	have	the	meaning	provided	in	Section	2.10(g).
“
Incremental	Commitment
”	shall	mean,	for	any	Lender,	any	Revolving	Loan	Commitment	provided	by	such	Lender	after	the
Effective	Date	in	an	Incremental	Commitment	Agreement	delivered
45


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string_value:
pursuant	to	Section	2.14;	it	being	understood,	however,	that	on	each	date	upon	which	an	Incremental	Commitment	of	any	Lender	becomes
effective,	such	Incremental	Commitment	of	such	Lender	shall	be	added	to	(and	thereafter	become	a	part	of)	the	Revolving	Loan
Commitment	of	such	Lender	for	all	purposes	of	this	Agreement	as	contemplated	by	Section	2.14.
“
Incremental	Commitment	Agreement
”	shall	mean	each	Incremental	Commitment	Agreement	in	substantially	the	form	of
Exhibit	F	(appropriately	completed,	and	with	such	modifications	as	may	be	reasonably	satisfactory	to	the	Administrative	Agent)	executed
and	delivered	in	accordance	with	Section	2.14.
“
Incremental	Commitment	Date
”	shall	mean	each	date	upon	which	an	Incremental	Commitment	under	an	Incremental
Commitment	Agreement	becomes	effective	as	provided	in	Section	2.14(b).
“
Incremental	Commitment	Requirements
”	shall	mean,	with	respect	to	any	provision	of	an	Incremental	Commitment	on	a	given
Incremental	Commitment	Date,	the	satisfaction	of	each	of	the	following	conditions	on	the	Incremental	Commitment	Date	of	the	respective
Incremental	Commitment	Agreement:		(i)	no	Default	or	Event	of	Default	exists	or	would	exist	after	giving	effect	thereto;	(ii)	all	of	the
representations	and	warranties	contained	in	the	Credit	Documents	shall	be	true	and	correct	in	all	material	respects	at	such	time	(unless
stated	to	relate	to	a	specific	earlier	date,	in	which	case	such	representations	and	warranties	shall	have	been	true	and	correct	in	all
material	respects	as	of	such	earlier	date)	(it	being	understood	that	any	representation	or	warranty	that	is	qualified	as	to	“materiality”,


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string_value:
“Material	Adverse	Effect”	or	any	similar	language	shall	be	true	and	correct	in	all	respects	as	of	such	date);	(iii)	the	delivery	by	the
Company	to	the	Administrative	Agent	of	an	acknowledgment,	in	form	and	substance	reasonably	satisfactory	to	the	Administrative	Agent
and	executed	by	each	Credit	Party,	acknowledging	that	such	Incremental	Commitment	and	all	Revolving	Loans	subsequently	incurred,	and
Letters	of	Credit	issued,	as	applicable,	pursuant	to	such	Incremental	Commitment	shall	constitute	Obligations	and	Guaranteed	Obligations
(as	defined	under	each	Guaranty)	under	the	Credit	Documents	and	secured	on	a
	pari	passu
	basis	with	the	applicable	Obligations	under	the
Security	Documents;	(iv)	the	delivery	by	each	Credit	Party	to	the	Administrative	Agent	of	such	other	officers’	certificates,	board	of	director
(or	equivalent	governing	body)	resolutions,	evidence	of	good	standing	(to	the	extent	available	under	applicable	law)	and	opinions	of
counsel	(which	shall	be	substantially	similar	to	such	opinions	of	counsel	delivered	on	the	Effective	Date)	as	the	Administrative	Agent	shall
reasonably	request;	(v)	the	Company	shall	have	delivered	a	certificate	executed	by	an	Authorized	Officer	of	the	Company,	certifying	to
such	officer’s	knowledge,	compliance	with	the	requirements	of	preceding	clauses	(i)	and	(ii);	and	(vi)	the	completion	by	each	Credit	Party
of	(x)	such	other	conditions	precedent	that	may	be	included	in	the	respective	Increased	Commitment	Agreement	and	(y)	such	other	actions
as	the	Administrative	Agent	may	reasonably	request	in	connection	with	such	Incremental	Commitment	in	order	to	create,	continue	or


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string_value:
maintain	the	security	interest	of	the	Collateral	Agent	in	the	Collateral	and	the	perfection	thereof	(including	any	amendments	to	the
Security	Documents	and	such	other	documents	and	assurances	reasonably	requested	by	the	Administrative	Agent	to	be	delivered	in
connection	therewith).
“
Incremental	Lender
”	shall	have	the	meaning	provided	in	Section	2.14(b).
“
Incremental	Security	Documents
”	shall	have	the	meaning	provided	in	Section	2.14(b).
“
Indebtedness
”	shall	mean,	as	to	any	Person,	without	duplication,	(i)	all	indebtedness	of	such	Person	for	borrowed	money,	(ii)
for	the	deferred	purchase	price	of	property	or	services,	(iii)	obligations	evidenced	by	notes,	bonds,	debentures	and	similar	instruments,
(iv)	the	maximum	amount	available	to	be	drawn	or	paid	under	all	letters	of	credit,	bankers’	acceptances	and	bank	guarantees	issued	for
the	account	of	such	Person	and	all	unpaid	drawings	and	unreimbursed	payments	in	respect	of	such	letters	of	credit,	bankers’	acceptances
and	bank	guarantees,	(v)	all	Capitalized	Lease	Obligations	of	such	Person	and
46


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purchase	money	indebtedness,	(vi)	all	Contingent	Obligations	of	such	Person	in	respect	of	Indebtedness	set	forth	in	another	clause	of	this
definition,	(vii)	obligations	arising	in	connection	with	any	Permitted	Securitization	Facility	to	the	extent	reflected	as	liabilities	on	the
balance	sheet	of	such	Person	prepared	in	accordance	with	GAAP	and	(viii)	all	obligations	of	the	kind	referred	to	in	another	clause	of	this
definition	secured	by	(or	for	which	the	holder	of	such	obligation	has	an	existing	right,	contingent	or	otherwise,	to	be	secured	by	any	Lien
on	property	(including	accounts	and	contract	rights)	owned	or	acquired	by	such	Person,	whether	or	not	such	Person	has	assumed	or
become	liable	for	the	payment	of	such	obligation.		The	Indebtedness	of	any	Person	shall	include	the	Indebtedness	of	any	other	entity
(including	any	partnership	in	which	such	Person	is	a	general	partner)	to	the	extent	such	Person	is	directly	liable	therefor	pursuant	to
applicable	law,	contract	or	organizational	documents	as	a	result	of	such	Person’s	ownership	interest	in	or	other	relationship	with	such
entity,	except	to	the	extent	the	terms	of	such	Indebtedness	provide	that	such	Person	is	not	liable	therefor.		Notwithstanding	the	foregoing,
Indebtedness	shall	not	include	(i)	trade	payables	(so	long	as	they	are	not	more	than	180	days	past	due),	accrued	expenses	and	deferred	tax
and	other	credits	incurred	by	any	Person	in	accordance	with	customary	practices	and	in	the	ordinary	course	of	business	of	such	Person,


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string_value:
(ii)	any	earn-out	obligations	until	such	obligation	is	past	due,	(iii)	obligations	incurred	among	the	Credit	Parties	and	their	respective
Subsidiaries	in	the	ordinary	course	of	business	for	the	purchase	of	goods	and	services
	or
,
	
(iv)	third	party	obligations	included	in	the
Company’s	financial	statements	as	a	result	of	variable	interest	entity	accounting
	and	(v)	payments	for	property	or	services	in	the	ordinary
course	of	business	that	are	payable	over	a	period	not	to	exceed	one	year	and	at	0%	interest
.		For	purposes	solely	of	(x)	Sections	10.04	and
11.04,	all	obligations	under	any	Interest	Rate	Protection	Agreement	or	any	Other	Hedging	Agreement	(and	with	the	amount	of	any	such
obligations	to	be	equal	at	any	time	to	the	termination	value	of	such	agreement	or	arrangement	giving	rise	to	such	obligations	that	would
be	payable	by	such	Person	at	such	time)	shall	be	deemed	to	be	Indebtedness	and	(y)	Section	11.04,	Qualified	Preferred	Stock	that	contains
restrictive	or	financial	covenants	shall	be	deemed	to	be	Indebtedness.
“
Indemnified	Person
”	shall	have	the	meaning	provided	in	Section	13.01(c).
“Indemnified	Taxes”	shall	
have	the	meaning	provided	in	Section	
5.04(a).
“
Individual	Exposure
”	of	any	Lender	shall	mean,	at	any	time,	the	sum	of	(a)	the	aggregate	principal	amount	of	all	Revolving
Loans	made	by	such	Lender	and	then	outstanding	(for	this	purpose,	using	the	U.S.	Dollar	Equivalent	of	amounts	denominated	in	Euros	or


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string_value:
any	Acceptable	Foreign	Currency),	(b)	such	Lender’s	RL	Percentage	of	the	aggregate	principal	amount	of	all	Swingline	Loans	then
outstanding,	(c)	such	Lender’s	RL	Percentage	of	the	aggregate	amount	of	all	Letter	of	Credit	Outstandings	(for	this	purpose,	using	the
U.S.	Dollar	Equivalent	of	amounts	denominated	in	Euros	or	any	Acceptable	Foreign	Currency)	at	such	time	and	(d)	such	Lender’s	RL
Percentage	of	the	aggregate	principal	amount	of	all	Agent	Advances	then	outstanding.
“
Initial	Maturity	Date
”	shall	mean	
June	10
July	1
,	
2020
2023
.
“
Initial	Revolving	Loan	Commitments
”	shall	mean	Revolving	Loan	Commitments	that	mature	on	the	Initial	Maturity	Date.
“
Insolvency	Proceeding
”	shall	mean	any	proceeding	commenced	by	or	against	any	Person	under	any	provision	of	the
Bankruptcy	Code	or	under	any	state	or	foreign	bankruptcy	or	insolvency	law,	assignments	for	the	benefit	of	creditors,	formal	or	informal
moratoria,	compositions,	extensions	generally	with	creditors,	or	proceedings	seeking	reorganization,	arrangement,	or	other	similar	relief,
including	any	proceeding	commenced	by	or	against	any	Person	under	any	Dutch	Insolvency	Law
	or	UK	Insolvency	Law
.
47


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string_value:
“
Insolvency	Regulation
”	shall	have	the	meaning	provided	in	Section	8.01.
“
Intercompany	Debt
”	shall	mean	any	Indebtedness,	whether	now	existing	or	hereafter	incurred,	owed	by	the	Company	or	any
Subsidiary	of	the	Company	to	the	Company	or	any	other	Subsidiary	of	the	Company.
“
Intercompany	Loans
”	shall	mean	any	intercompany	loans	and	advances	between	or	among	the	Company	and	its	Subsidiaries.
“
Intercreditor	Agreement
”	shall	mean	an	intercreditor	agreement,	in	form	and	substance	reasonably	satisfactory	to	the
Administrative	Agent,	among	the	Collateral	Agent,	the	U.S.	Credit	Parties,	the	Dutch	Credit	Parties	(if	applicable)
,	the	UK	Credit	Parties
(if	applicable)
	and	each	collateral	agent	or	trustee	for	the	holders	of	any	Permitted	Additional	Secured	Indebtedness,	as	amended,
modified	or	supplemented	from	time	to	time	in	accordance	with	the	terms	hereof	and	thereof.
“
Interest	Determination	Date
”	shall	mean,	with	respect	to	any	LIBOR	Loan,	the	second	Business	Day	prior	to	the
commencement	of	any	Interest	Period	relating	to	such	LIBOR	Loan.
“
Interest	Period
”	shall	have	the	meaning	provided	in	Section	2.09.
“
Interest	Rate	Protection	Agreement
”	shall	mean	any	interest	rate	swap	agreement,	interest	rate	cap	agreement,	interest	collar
agreement,	interest	rate	hedging	agreement	or	other	similar	agreement	or	arrangement.
“
Inventory
”	shall	mean	“
inventory
”	as	such	term	is	defined	in	Article	9	of	the	UCC.
“
Inventory	Reserves


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string_value:
“
Inventory	Reserves
”	shall	mean	the	Physical	Inventory	Adjustment	Reserve	and	the	Locations	Reserve.
“
Investment
”	shall	mean,	with	respect	to	the	Company	or	any	of	its	Subsidiaries,	any	of	the	following:	lending	money	or	credit
or	making	advances	to	any	other	Person,	or	purchasing	or	acquiring	any	stock,	obligations	or	securities	of,	or	any	other	Equity	Interest	in,
or	making	any	capital	contribution	to,	any	other	Person,	or	purchasing	or	owning	a	futures	contract	or	otherwise	becoming	liable	for	the
purchase	or	sale	of	currency	or	other	commodities	at	a	future	date	in	the	nature	of	a	futures	contract,	or	holding	any	cash	or	Cash
Equivalents.
“
Investment	Grade	Rating
”	shall	mean	a	rating	equal	to	or	higher	than	Baa3	(or	the	equivalent)	by	Moody’s	and	BBB-	(or	the
equivalent)	by	S&P	(or	the	equivalent	investment	grade	rating	by	any	other	securities	rating	organization	nationally	recognized	in	the
United	States).
“ISDA	Definitions”	shall	mean	the	2006	ISDA	Definitions	published	by	the	International	Swaps	and	Derivatives	Association,	Inc.
or	any	successor	thereto,	as	amended	or	supplemented	from	time	to	time,	or	any	successor	definitional	booklet	for	interest	rate
derivatives	published	from	time	to	time	by	the	International	Swaps	and	Derivatives	Association,	Inc.	or	such	successor	thereto.
“
Issuer	Option
”	shall	mean	(a)	any	Note	Hedge	Option	and	(b)	any	Upper	Strike	Option.
“
Issuing	Lender
”	shall	mean	each	of	(i)	DBNY	(except	as	otherwise	provided	in	Section	12.09),	(ii)	Morgan	Stanley	Senior


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string_value:
Funding	Inc.,	(iii)	Bank	of	America,	N.A.,	(iv)	Wells	Fargo	Bank,	National	Association,	(v)	Citibank,	N.A.,	(vi)	Barclays	Bank	PLC	and	(vii)
any	other	Lender	reasonably	acceptable	to	the	Administrative	Agent	and	the	Company	which	agrees	to	issue	Letters	of	Credit	hereunder;
provided
48


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string_value:
that,	
(x)	on	the	occurrence	of	the	Initial	Maturity	Date,	any	Issuing	Lender	that	does	not	have	an	Affiliate	that	is	a	Lender	with	2023
Extended	Revolving	Loan	Commitments	
shall	have	the	right	to	
resign	as	such	on,	or	on	any	date	within	20	Business	Days	after,	the	Initial
Maturity	Date	and	(y)	
if	any	Extension	is	effected	in	accordance	with	Section	2.19,	then	on	the	occurrence	of	the	
2023	Extended
Initial
Maturity	Date,	each	Issuing	Lender	shall	have	the	right	to	resign	as	such	on,	or	on	any	date	within	20	Business	Days	after
,
	
the	
2023
Extended
Initial
	
Maturity	Date
,	in	each	of	the	cases	in	clause	(x)	and	clause	(y),
	upon	not	less	than	30	days’	prior	written	notice	thereof	to
the	Company	and	the	Administrative	Agent	and,	in	the	event	of	any	such	resignation	and	upon	the	effectiveness	thereof,	the	resigning
Issuing	Lender	shall	retain	all	of	its	rights	hereunder	and	under	the	other	Credit	Documents	as	Issuing	Lender	with	respect	to	all	Letters
of	Credit	theretofore	issued	by	it	(which	Letters	of	Credit	shall	remain	outstanding	in	accordance	with	the	terms	hereof	until	their
respective	expirations)	but	shall	not	be	required	to	issue	any	further	Letters	of	Credit	hereunder.		If	at	any	time	and	for	any	reason
(including	as	a	result	of	resignations	as	contemplated	by	the	last	proviso	to	the	preceding	sentence),	an	Issuing	Lender	has	resigned	in
such	capacity	in	accordance	with	the	preceding	sentence	and	no	Issuing	Lenders	exist	at	such	time,	then	no	Person	shall	be	an	Issuing


key: chroma:document
string_value:
Lender	hereunder	obligated	to	issue	Letters	of	Credit	unless	and	until	(and	only	for	so	long	as)	a	Lender	(or	Affiliate	of	a	Lender)
reasonably	satisfactory	to	the	Administrative	Agent	and	the	Company	agrees	to	act	as	Issuing	Lender	hereunder.		Any	Issuing	Lender	may,
in	its	discretion,	arrange	for	one	or	more	Letters	of	Credit	to	be	issued	by	one	or	more	Affiliates	of	such	Issuing	Lender	(and	such	Affiliate
shall	be	deemed	to	be	an	“Issuing	Lender”	for	all	purposes	of	the	Credit	Documents).		Notwithstanding	anything	to	the	contrary	contained
herein,	Wells	Fargo	Bank,	National	Association	shall	be	an	Issuing	Lender	solely	with	respect	to	Letters	of	Credit	denominated	in	U.S.
Dollars	and	shall	be	under	no	obligation	to	issue	(and	the	Borrowers	shall	not	request	Wells	Fargo	Bank,	National	Association	to	issue)	any
Letter	of	Credit	denominated	in	a	currency	other	than	U.S.	Dollars.		Notwithstanding	anything	to	the	contrary	contained	herein,	each	of
DBNY,	Barclays	Bank	PLC	and	Morgan	Stanley	Senior	Funding	Inc.	shall	be	an	Issuing	Lender	solely	with	respect	to	standby	Letters	of
Credit	and	shall	be	under	no	obligation	to	issue	trade	Letters	of	Credit	(and	the	Borrowers	shall	not	request	any	of	DBNY,	Barclays	Bank
PLC	or	Morgan	Stanley	Senior	Funding	Inc.	to	issue	such	trade	Letters	of	Credit).
“
Joinder	Agreement
”	shall	mean	a	Joinder	Agreement	substantially	in	the	form	of	Exhibit	N	(appropriately	completed).
“
Judgment	Currency
”	shall	have	the	meaning	provided	in	Section	
13.20
13.21
.
“


key: chroma:document
string_value:
13.20
13.21
.
“
Judgment	Currency	Conversion	Date
”	shall	have	the	meaning	provided	in	Section	
13.20
13.21
.
“
Landlord	Personal	Property	Collateral	Access	Agreement
”	shall	mean	a	Landlord	Waiver	and	Consent	Agreement	substantially
in	the	form	of	Exhibit	M,	with	such	amendments,	modifications	or	supplements	thereto,	or	such	other	form,	in	each	case	as	may	be
reasonably	acceptable	to	the	Administrative	Agent.
“
L/C	Supportable	Obligations
”	shall	mean	(i)	obligations	(including	Indebtedness)	of	the	Company	or	any	of	its	Subsidiaries	with
respect	to	workers	compensation,	surety	bonds	and	other	similar	statutory	obligations	and	(ii)	such	other	obligations	(including
Indebtedness)	of	the	Company	or	any	of	its	Subsidiaries	as	are	otherwise	permitted	to	exist	pursuant	to	the	terms	of	this	Agreement	(other
than	obligations	(including	Indebtedness)	in	respect	of	(v)	any	Permitted	Convertible	Notes,	(w)	any	Permitted	Additional	Indebtedness,	(x)
any	Cash	Flow	Revolving	Indebtedness,	(y)	any	Indebtedness	or	other	obligations	that	are	contractually	subordinated	in	right	of	payment
to	the	Obligations	and	(z)	any	Equity	Interests).
“
Leaseholds
”	of	any	Person	shall	mean	all	the	right,	title	and	interest	of	such	Person	as	lessee	or	licensee	in,	to	and	under
leases	or	licenses	of	land	(including	all	improvements	and/or	fixtures	thereon).
49


key: chroma:document
string_value:
“
Lender
”	shall	mean	each	financial	institution	listed	on	Schedule	1.01(a),	as	well	as	any	Person	that	becomes	a	“Lender”
hereunder	pursuant	to	Section	2.13,	Section	2.14	or	Section	
13.04
13.05
(b).	The	term	“Lender”	shall	include	the	Swingline	Lender	and	the
Issuing	Lenders	where	applicable.
“
Lender	Counterparty
”	shall	mean	any	counterparty	to	an	Interest	Rate	Protection	Agreement	and/or	Other	Hedging	Agreement
that	is	(a)	the	Administrative	Agent,	a	Lender	or	an	affiliate	of	the	Administrative	Agent	or	a	Lender	or	(b)	the	Administrative	Agent,	a
Lender	or	an	affiliate	of	the	Administrative	Agent	or	a	Lender	at	the	time	such	Person	enters	into	such	Interest	Rate	Protection	Agreement
and/or	Other	Hedging	Agreement	(even	if	the	Administrative	Agent	or	such	Lender	subsequently	ceases	to	be	the	Administrative	Agent	or
a	Lender,	as	the	case	may	be,	under	this	Agreement	for	any	reason,	together	with	the	Administrative	Agent’s,	such	Lender’s	or	such
affiliate’s	successor	and	assigns),	so	long	as	the	Administrative	Agent,	such	Lender,	such	affiliate	or	such	successor	or	assign	participates
in	such	Interest	Rate	Protection	Agreement	and/or	Other	Hedging	Agreement.
“
Lender	Party
”	shall	mean	the	Administrative	Agent,	the	Issuing	Lenders,	the	Swingline	Lender	or	any	other	Lender.
“
Letter	of	Credit
”	shall	have	the	meaning	provided	in	Section	3.01(a).
“
Letter	of	Credit	Back-Stop	Arrangements
”	shall	have	the	meaning	provided	in	Section	2.15(a)(ii).
“
Letter	of	Credit	Exposure


key: chroma:document
string_value:
“
Letter	of	Credit	Exposure
”	shall	mean,	at	any	time,	the	aggregate	amount	of	all	Letter	of	Credit	Outstandings	at	such	time	in
respect	of	Letters	of	Credit.		The	Letter	of	Credit	Exposure	of	any	Lender	at	any	time	shall	be	its	RL	Percentage	of	the	aggregate	Letter	of
Credit	Exposure	at	such	time.
“
Letter	of	Credit	Fee
”	shall	have	the	meaning	provided	in	Section	4.01(b).
“
Letter	of	Credit	Outstandings
”	shall	mean,	at	any	time,	the	sum	of	(i)	the	Stated	Amount	of	all	outstanding	Letters	of	Credit	at
such	time	and	(ii)	the	aggregate	amount	of	all	Unpaid	Drawings	in	respect	of	all	Letters	of	Credit	at	such	time.
“
Letter	of	Credit	Request
”	shall	have	the	meaning	provided	in	Section	3.03(a).
“
LIBO	Rate
”	shall	mean,	with	respect	to	any	Borrowing	of	LIBOR	Loans	for	any	Interest	Period,	the	rate	per	annum	determined
by	the	Administrative	Agent	(a)(i)	with	respect	to	any	U.S.	Dollar	Denominated	Revolving	Loan	or	Foreign	Currency	Denominated	Loan,	by
reference	to	the	Reuters	Screen	LIBOR01	for	deposits	in	the	relevant	currency	(or	such	other	comparable	page	as	may,	in	the	reasonable
opinion	of	the	Administrative	Agent,	replace	such	page	for	the	purpose	of	displaying	such	rates)	(the	“
LIBOR	Screen	Rate
”)	for	a	period
equal	to	such	Interest	Period	as	of	the	Specified	Time	on	the	Quotation	Day	for	such	Interest	Period	and	(ii)	with	respect	to	any	Euro
Denominated	Loan,	the	interbank	offered	rate	administered	by	the	Banking	Federation	of	the	European	Union	(or	any	other	Person	which


key: chroma:document
string_value:
takes	over	the	administration	of	such	rate)	for	Euros	for	a	period	equal	in	length	to	such	Interest	Period	as	displayed	on	page	EURIBOR01
of	the	Reuters	screen	(or	such	other	comparable	page	as	may,	in	the	reasonable	opinion	of	the	Administrative	Agent,	replace	such	page	for
the	purpose	of	displaying	such	rates)	(the	“
EURO	Screen	Rate
”)	as	of	the	Specified	Time	on	the	Quotation	Day	for	such	Interest	Period;
provided
	that,	subject	to	
the	last	paragraph	of	
Section	2.10(
a
b
),	to	the	extent	that	an	interest	rate	is	not	ascertainable	pursuant	to	the
foregoing	provisions	of	this	definition,	the	“LIBO	Rate”	shall	be	the	interest	rate	per	annum	determined	by	the	Administrative	Agent	to	be
the	average	of	the	rates	per	annum	at	which	deposits	in	the	relevant	currency	are	offered	for	such	relevant	Interest	Period	to	major	banks
in	the	London	interbank	market	in	London,	England	by	the	Administrative	Agent	as	of	the
50


key: chroma:document
string_value:
Specified	Time	on	the	Quotation	Day	for	such	Interest	Period,	divided	by	(b)	a	percentage	equal	to	100%	
minus
	the	then	stated	maximum
rate	of	all	reserve	requirements	(including	any	marginal,	emergency,	supplemental,	special	or	other	reserves	required	by	applicable	law)
applicable	to	any	member	bank	of	the	Federal	Reserve	System	in	respect	of	Eurocurrency	funding	or	liabilities	as	defined	in	Regulation	D
(or	any	successor	category	of	liabilities	under	Regulation	D);	
provided
,	
further
,	that	if	the	LIBO	Rate	is	less	than	zero,	such	rate	shall	be
deemed	to	be	zero	for	purposes	hereof.
“
LIBOR	Loan
”	shall	mean	each	(i)	U.S.	Dollar	Denominated	Revolving	Loan	designated	as	such	by	the	applicable	Borrower	at
the	time	of	the	incurrence	thereof	or	conversion	thereto	and	(ii)	each	Loan	denominated	in	Euros	or	any	Acceptable	Foreign	Currency.
“
LIBOR	Screen	Rate
”	shall	have	the	meaning	provided	in	the	definition	of	“LIBO	Rate”.
“
Lien
”	shall	mean	any	mortgage,	pledge,	hypothecation,	assignment	for	security,	deposit	arrangement,	encumbrance,	lien
(statutory	or	other),	
charge,
	preference,	priority	or	other	security	agreement	of	any	kind	or	nature	whatsoever	(including	any	conditional
sale	or	other	title	retention	agreement	and	any	lease	having	substantially	the	same	effect	as	any	of	the	foregoing).
“
Liquidity	Threshold
”	shall	mean	an	amount	equal	to	50%	of	the	Total	Revolving	Loan	Commitment	then	in	effect.
“
Loan
”	shall	mean	each	Revolving	Loan	and	each	Swingline	Loan.
“
Locations	Reserve


key: chroma:document
string_value:
“
Locations	Reserve
”	shall	mean	a	reserve	established	by	the	Administrative	Agent	in	respect	of	Inventory	located	at	locations
with	less	than	$100,000	of	total	Inventory.
“
LLC
”	means	any	Person	that	is	a	limited	liability	company	under	the	laws	of	its	jurisdiction	of	formation.
“
Mandatory	Borrowing
”	shall	have	the	meaning	provided	in	Section	2.01(c).
“Manufacturing	Facility”	shall	mean	any	manufacturing	facilities	or	Gigafactory	facilities	established	
by	the	Company	or	any	of
its	Subsidiaries	from	time	to	time.
“
Margin	Stock
”	shall	have	the	meaning	provided	in	Regulation	U.
“
Material	Acquisition
”	shall	mean	any	Acquisition	that	involves	the	payment	of	consideration	by	the	Company	and	its
Subsidiaries	in	excess	of	the	greater	of	$75,000,000	and	1.0%	of	Consolidated	Total	Assets.
“
Material	Adverse	Effect
”	shall	mean	(a)	a	material	adverse	change	in,	or	a	material	adverse	effect	on,	the	business,	operations,
property,	assets,	liabilities	(actual	or	contingent)	or	financial	condition	of	the	Company	and	its	Subsidiaries	taken	as	a	whole	or	(b)	a
material	adverse	effect	(i)	on	the	rights	or	remedies	of	the	Lenders,	the	Administrative	Agent	or	the	Collateral	Agent	hereunder	or	under
any	other	Credit	Document,	(ii)	on	the	ability	of	the	Credit	Parties	taken	as	a	whole	to	perform	their	payment	obligations	to	the	Lenders,
the	Administrative	Agent	or	the	Collateral	Agent	hereunder	or	under	any	other	Credit	Document,	or	(iii)	upon	the	legality,	validity,	binding


key: chroma:document
string_value:
effect	or	enforceability	against	any	Credit	Party	of	any	Credit	Document	to	which	it	is	a	party.
“
Material	Disposition
”	shall	mean	any	disposition	of	(i)	all	or	substantially	all	of	the	assets	of,	or	the	assets	constituting	a
business,	division	or	product	line	of,	the	Company	or	any	of	its	Subsidiaries	or
51


key: chroma:document
string_value:
(ii)	100%	of	the	owned	Equity	Interests	of	any	Subsidiary	of	the	Company,	which	Subsidiary	shall,	as	a	result	of	such	disposition	of	Equity
Interests,	cease	to	be	a	Subsidiary	of	the	Company,	in	each	case	that	yields	gross	proceeds	to	the	Company	and	its	Subsidiaries	in	excess
of	the	greater	of	$75,000,000	and	1.0%	of	Consolidated	Total	Assets.
“
Material	Review	Board	Inventory
”	shall	mean	Inventory	of	any	Borrower	that	has	not	passed	inspection	by	the	Company’s
material	review	board	or	that	such	board	has	determined	requires	reworking,	needs	to	be	scrapped	or	is	otherwise	unfit.
“
Material	Subsidiary
”	shall	mean,	as	of	any	date	of	determination,	any	Subsidiary	of	the	Company	(a)	whose	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,	but	excluding	intercompany	assets)	constitute	5.0%	or	more
of	the	Consolidated	Total	Assets	and	(b)	whose	consolidated	total	revenues	(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
,
but	excluding	intercompany	revenues
)	constitute	5.0%	or	more	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


key: chroma:document
string_value:
pursuant	to	this	Agreement	and	computed	in	accordance	with	GAAP).
“
Maximum	Letter	of	Credit	Amount
”	shall	have	the	meaning	provided	in	Section	3.02(a).
“
Maximum	Rate
”	shall	have	the	meaning	provided	in	Section	
13.22
13.23
.
“
Maximum	Swingline	Amount
”	shall	mean	$50,000,000.
“
Merchandise
”	shall	mean	apparel,	personal	accessories	and	other	promotional	merchandise	items	outside	of	the	core	business
of	the	Company	and	its	Subsidiaries.
“
Minimum	Borrowing	Amount
”	shall	mean	(i)	for	Base	Rate	Loans	(other	than	Swingline	Loans),	$500,000,	(ii)	for	LIBOR	Loans
denominated	in	U.S.	Dollars,	$1,000,000,	(iii)	for	LIBOR	Loans	denominated	in	Euros	or	any	Acceptable	Foreign	Currency,	the	smallest
amount	of	such	currency	that	is	an	integral	multiple	of	1,000,000	units	of	currency	and	has	a	U.S.	Dollar	Equivalent	in	excess	of
$1,000,000
,
	and	(iv)	for	Swingline	Loans,	$100,000;	
provided
	that	during	a	Dominion	Period	there	shall	be	no	Minimum	Borrowing
Amount	with	respect	to	clause	(iv)	above.
“
Moody’s
”	shall	mean	Moody’s	Investors	Service,	Inc.
“
Mortgage
”	shall	mean	any	deed	of	trust,	mortgage,	deed	to	secure	debt,	or	other	document	entered	into	by	the	owner	of	a
Mortgaged	Property	in	favor	of	the	Collateral	Agent	for	the	benefit	of	the	Secured	Creditors	creating	a	Lien	on	such	Mortgaged	Property
in	such	form	as	reasonably	agreed	between	the	
Borrower
Company


key: chroma:document
string_value:
Borrower
Company
	and	the	Collateral	Agent.
“
Mortgaged	Property
”	shall	mean	any	Real	Property	owned	or	leased	by	any	Credit	Party	which	is	encumbered	(or	required	to
be	encumbered)	pursuant	to	the	terms	of	this	Agreement	or	any	Security	Document.
“
Multiemployer	Plan
”	shall	mean	a	multiemployer	plan	as	defined	in	Section	4001(a)(3)	of	ERISA,	which	is	contributed	to	(or	to
which	there	is	or	may	be	an	obligation	to	contribute	to)	by	the	Company	or	any	of	its	Subsidiaries	or	an	ERISA	Affiliate,	and	each	such
plan	for	the	five-year	period
52


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string_value:
immediately	following	the	latest	date	on	which	the	Company,	any	of	its	Subsidiaries	or	an	ERISA	Affiliate	contributed	to	or	had	an
obligation	to	contribute	to	such	plan.
“
NAIC
”	shall	mean	the	National	Association	of	Insurance	Commissioners.
“
Net	Orderly	Liquidation	Value
”	shall	mean	(a)	with	respect	to	Inventory,	the	“net	orderly	liquidation	value”	expected	to	be
realized	in	respect	of	such	Inventory	at	an	orderly,	negotiated	sale	held	within	a	reasonable	period	of	time,	less	the	amount	estimated	for
marshalling,	reconditioning,	carrying,	and	sales	expenses	designated	to	maximize	the	resale	value	of	such	Inventory,	with	such	net	orderly
liquidation	value	determined	from	the	most	recent	Acceptable	Appraisal	in	respect	of	such	Inventory	and	expressed	as	a	percentage	of	the
net	book	value	of	such	Inventory;	
provided
	that	in	calculating	the	Net	Orderly	Liquidation	Value	in	respect	of	Eligible	WIP	Inventory,
Eligible	Service	Parts	Inventory	and	Eligible	Finished	Goods	Inventory,	the	Administrative	Agent	may	elect	for	such	percentage	to	be
determined	on	a	blended,	product-line	or	other	basis	as	it	determines	in	its	Permitted	Discretion	and	(b)	with	respect	to	Equipment,	the
“net	orderly	liquidation	value”	expected	to	be	realized	in	respect	of	such	Equipment	at	an	orderly,	negotiated	sale	held	within	a
reasonable	period	of	time,	less	the	amount	estimated	for	marshalling,	reconditioning,	carrying,	and	sales	expenses	designated	to	maximize
the	resale	value	of	such	Equipment,	as	determined	from	the	most	recent	Acceptable	Appraisal	in	respect	of	such	Equipment	and	expressed
as	a	percentage	of	the	net	book	value	of	such	Equipment.
“
Net	RVG	Repurchase	Amount


key: chroma:document
string_value:
“
Net	RVG	Repurchase	Amount
”	shall	mean,	for	any	period,	an	amount	(not	less	than	zero)	equal	to	the	excess	of	(a)	cash	paid
by	the	Company	and	its	Subsidiaries	during	such	period	to	settle	guarantee	obligations	under	resale	value	guarantee	programs	over	(b)
cash	received	by	the	Company	and	its	Subsidiaries	during	such	period	in	respect	of	the	resale	of	cars	repurchased	pursuant	to	resale
value	guarantee	programs.
“
Net	Share	Settlement
”	shall	mean	any	settlement	upon	conversion	of	Permitted	Convertible	Notes	or	any	SolarCity	Convertible
Notes	consisting	of	Permitted	Company	Stock,	cash	or	a	combination	of	cash	and	Permitted	Company	Stock.
“
New	B.V.
”	means	Tesla	International	B.V.,	a	company	organized	under	the	laws	of	the	Netherlands	and	that	is	(or	will	be	when
formed)	a	Wholly-Owned	Subsidiary	of	Tesla	Motors	Netherlands	Coöperatief	U.A.
“
Ninth	Amendment	Effective	Date
”	shall	mean	May	3,	2018.
“
Non-Defaulting	Lender
”	shall	mean	and	include	each	Lender,	other	than	a	Defaulting	Lender.
“
Non-Wholly-Owned	Subsidiary
”	shall	mean,	as	to	any	Person,	each	Subsidiary	of	such	Person	which	is	not	a	Wholly-Owned
Subsidiary	of	such	Person.
“
Note
”	shall	mean	each	Dutch	Borrower	Revolving	Note,	each	U.S.	Borrower	Revolving	Note,	
each	UK	Borrower	Revolving
Note,
	the	Dutch	Borrower	Swingline	Note	and	the	U.S.	Borrower	Swingline	Note.
“
Note	Hedge	Option


key: chroma:document
string_value:
“
Note	Hedge	Option
”	shall	mean	any	hedging	agreement	(including,	but	not	limited	to,	any	bond	hedge	transaction	or	capped
call	transaction),	entered	into	by	the	Company	in	connection	with	the	issuance	of	Permitted	Convertible	Notes,	pursuant	to	which	the
Company	acquires	an	option	requiring	the	counterparty	thereto	to	deliver	to	the	Company	shares	of	Permitted	Company	Stock,	the	cash
value	of	such	shares	or	a	combination	thereof	from	time	to	time	upon	exercise	of	such	option.
53


key: chroma:document
string_value:
“
Notice	Date
”	shall	have	the	meaning	provided	in	Section	2.19(a).
“
Notice	of	Borrowing
”	shall	have	the	meaning	provided	in	Section	2.03(a).
“
Notice	of	Conversion/Continuation
”	shall	have	the	meaning	provided	in	Section	2.06.
“
Notice	Office
”	shall	mean	the	office	of	the	Administrative	Agent	located	at	5022	Gate	Parkway,	Suite	100,	Jacksonville,	FL
32256	(or	such	other	office	or	person	as	the	Administrative	Agent	may	hereafter	designate	in	writing	as	such	to	the	other	parties	hereto).
“NYFRB”	shall	mean	the	Federal	Reserve	Bank	of	New	York.
“
Obligation	Currency
”	shall	have	the	meaning	provided	in	Section	
13.20
13.21
.
“
Obligations
”	shall	mean	(x)	the	principal	of,	premium,	if	any,	and	interest	on	the	Notes	issued	by,	and	the	Loans	made	to,	each
Borrower	under	this	Agreement,	and	all	reimbursement	obligations	and	Unpaid	Drawings	with	respect	to	Letters	of	Credit,	and	(y)	all
other	payment	obligations	(including	obligations	which,	but	for	the	automatic	stay	under	Section	362(a)	of	the	Bankruptcy	Code,	would
become	due),	liabilities	and	indebtedness	owing	by	each	Borrower	and	each	other	Credit	Party	to	the	Administrative	Agent,	the	Collateral
Agent,	any	Issuing	Lender,	the	Swingline	Lender	or	any	Lender	under	this	Agreement	and	each	other	Credit	Document	to	which	any
Borrower	or	other	Credit	Party	is	a	party	(including	all	indemnities,	expenses	(including	Expenses),	Fees	and	interest	thereon	(including	in


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string_value:
each	case	any	interest,	Fees	or	expenses	(including	Expenses)	accruing	after	the	commencement	of	any	bankruptcy,	insolvency,
receivership	or	similar	proceeding	at	the	rate	provided	for	in	this	Agreement	or	in	such	other	Credit	Document,	whether	or	not	such
interest,	Fees	or	expenses	(including	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,	and	all	guarantees	of	the	foregoing	amounts.		Notwithstanding
anything	to	the	contrary	contained	herein	or	in	any	other	Credit	Document,	in	no	event	will	Obligations	include	any	obligations	in	respect
of	any	Issuer	Option	or,	for	any	Guarantor,	its	Excluded	Swap	Obligations.
“
Original	Credit	Agreement
”	shall	mean	this	Agreement,	as	in	effect	immediately	prior	to	the	Amendment	and	Restatement
Effective	Date.
“Original	Lender”	shall	have	the	meaning	provided	in	Section	5.04(e)(iv).
“Orphan	SPV”	shall	mean	a	special	purpose	vehicle,	which	is	not	a	Subsidiary	of	the	Company,	established	for	the	sole	purpose
of	facilitating	a	financing	under	a	limited	recourse	financing	transaction	and	that	shall	not	engage	in	any	activities	other	than	in
connection	with	such	financing.
“
Other	Hedging	Agreements
”	shall	mean	any	foreign	exchange	contracts	(including	foreign	exchange	forward	contracts	and
foreign	exchange	option	contracts),	currency	swap	agreements,	commodity	agreements	or	other	similar	contracts	or	arrangements,	or
arrangements	designed	to	protect	against	fluctuations	in	currency	values	or	commodity	prices.	For	the	avoidance	of	doubt,	“Other


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string_value:
Hedging	Agreements”	shall	not	include	any	agreements,	contracts	or	arrangements	with	respect	to	SRECs	or	the	purchase,	sale,	transfer,
assignment	or	other	disposition	thereof.
“
Other	Taxes
”	shall	mean	all	present	or	future	stamp,	court	or	documentary,	intangible,	recording,	filing,	excise	or	similar	taxes
that	arise	from	any	payment	made	under,	from	the	execution,	delivery,	performance,	enforcement,	or	registration	of,	from	the	receipt	or
perfection	of	a	security	interest
54


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string_value:
under,	or	otherwise	with	respect	to,	any	Credit	Document,	except	any	such	taxes	that	are	imposed	pursuant	to	an	assignment	made	under
Section	
13.04
13.05
(b).
“
Participant
”	shall	have	the	meaning	provided	in	Section	3.04(a).
“
Participant	Register
”	shall	have	the	meaning	provided	in	Section	
13.04
13.05
(e).
“
Patriot	Act
”	shall	have	the	meaning	provided	in	Section	
13.18
13.19
.
“
Payment	Conditions
”	shall	mean	that	either	of	the	following	conditions	are	satisfied	at	the	time	of	each	action	or	proposed
action	and	immediately	after	giving	effect	thereto:	(a)	there	is	no	Default	or	Event	of	Default	existing	immediately	before	or	after	the
action	or	proposed	action	and	Designated	Cash	is	equal	to	or	in	excess	of	the	Liquidity	Threshold,	or	(b)	there	is	no	Default	or	Event	of
Default	existing	immediately	before	or	after	the	action	or	proposed	action	and	either	(i)	the	Company	shall	be	in	compliance	with	a	Fixed
Charge	Coverage	Ratio	of	not	less	than	1.00:1.00	for	the	Calculation	Period	then	most	recently	ended	on	a	Pro	Forma	Basis	as	if	such
action	or	proposed	action	had	occurred	on	the	first	day	of	such	Calculation	Period	or	(ii)	30-Day	Excess	Availability	and	Excess	Availability
on	the	date	of	the	action	or	proposed	action	(calculated	after	giving	effect	to	the	Borrowing	of	any	Loans	or	issuance	of	any	Letters	of
Credit	in	connection	with	the	action	or	proposed	action	(and	assuming	that	such	Loans	and	Letters	of	Credit	had	remained	outstanding
throughout	the	applicable	30-day	period	(or	such	shorter	period,	if	applicable)	for	which	30-Day	Excess	Availability	is	to	be	determined))


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string_value:
exceed	15%	of	the	Availability	at	such	time;	
provided
	that	the	Company	shall	have	delivered	to	the	Administrative	Agent	a	certificate	of	an
Authorized	Officer	of	the	Company	certifying	as	to	(i)	compliance	with	the	preceding	clauses	(a)	or	(b)	and	(ii)	demonstrating	(in
reasonable	detail)	the	calculations	required	by	the	preceding	clause	(b).
“
Payment	Office
”	shall	mean	the	office	of	the	Administrative	Agent	located	at	5022	Gate	Parkway,	Suite	100,	Jacksonville,	FL
32256	(or	such	other	office	as	the	Administrative	Agent	may	hereafter	designate	in	writing	as	such	to	the	other	parties	hereto).
“
PBGC
”	shall	mean	the	U.S.	Pension	Benefit	Guaranty	Corporation.
“
Perfected	Belgian	Liens
”	shall	mean,	with	respect	to	any	Inventory,	that	such	Inventory	is	subject	to	a	First	Priority	perfected
Lien	under	Belgian	law.
“Perfected	Dutch	Liens”	shall	mean,	with	respect	to	any	Inventory,	that	such	Inventory	is	subject	to	a	First	Priority	perfected
Lien	under	the	law	of	the	Netherlands.
“Perfected	U.S.	Liens”	shall	mean,	with	respect	to	any	Inventory,	that	such	Inventory	is	subject	to	a	First	Priority	perfected	Lien
under	New	York	law.
“
Permitted	Additional	Indebtedness
”	shall	mean	Permitted	Additional	Unsecured	Indebtedness	and	Permitted	Additional
Secured	Indebtedness.
“
Permitted	Additional	Indebtedness	Documents
”	shall	mean	Permitted	Additional	Unsecured	Indebtedness	Documents	and
Permitted	Additional	Secured	Indebtedness	Documents.
“
Permitted	Additional	Secured	Indebtedness


key: chroma:document
string_value:
“
Permitted	Additional	Secured	Indebtedness
”	shall	have	the	meaning	provided	in	Section	10.04(n).
55


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string_value:
“
Permitted	Additional	Secured	Indebtedness	Documents
”	shall	mean	(a)	on	and	after	the	execution	and	delivery	thereof,	each
note,	indenture,	purchase	agreement,	loan	agreement,	credit	agreement,	guaranty,	security	agreement,	pledge	agreement,	mortgage,
other	security	document	and	other	document	relating	to	the	incurrence	or	issuance	of	any	Permitted	Additional	Secured	Indebtedness,	as
the	same	may	be	amended,	modified,	restated,	renewed,	extended	and/or	supplemented	from	time	to	time	in	accordance	with	the	terms
hereof	and	thereof	and	(b)	if	secured,	the	Cash	Flow	Revolving	Documents.
“
Permitted	Additional	Secured	Indebtedness	Priority	Collateral
”	shall	mean	all	Collateral	other	than	ABL	Priority	Collateral.
“
Permitted	Additional	Unsecured	Indebtedness
”	have	the	meaning	provided	in	Section	10.04(n).
“
Permitted	Additional	Unsecured	Indebtedness	Documents
”	shall	mean,	(a)	on	and	after	the	execution	and	delivery	thereof,
each	note,	indenture,	purchase	agreement,	loan	agreement,	credit	agreement,	guaranty	and	other	document	relating	to	the	incurrence	or
issuance	of	any	Permitted	Additional	Unsecured	Indebtedness,	as	the	same	may	be	amended,	modified,	restated,	renewed,	extended
and/or	supplemented	from	time	to	time	in	accordance	with	the	terms	hereof	and	thereof	and	(b)	if	unsecured,	the	Cash	Flow	Revolving
Documents.
“
Permitted	Bank	Financing	Account
”	shall	have	the	meaning	provided	in	the	definition	of	Permitted	Bank	Financing.
“
Permitted	Bank	Financing


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string_value:
“
Permitted	Bank	Financing
”	shall	mean	a	transaction	in	which	(i)	a	bank	or	other	financial	institution	finances	the	purchase	of	a
motor	vehicle	by	a	customer	from	a	Borrower,	(ii)	such	bank	or	other	financial	institution	becomes	the	Account	Debtor	in	respect	of	the
relevant	Account	(such	Account,	a	“
Permitted	Bank	Financing	Account
”)	and	(iii)	such	bank	or	other	financial	institution	has	no	recourse
to	the	Company	or	any	of	its	Subsidiaries	if	the	customer	fails	to	pay	the	bank	or	other	financial	institution	in	respect	of	financing	such
purchase.
“
Permitted	Cash	Management	Liens
”	shall	mean,	with	respect	to	any	cash	or	Cash	Equivalents	credited	to	a	Deposit	Account	or
securities	account,	(a)	Liens	with	respect	to	(i)	all	amounts	due	to	the	applicable	depositary	bank	or	securities	intermediary,	as	applicable,
in	respect	of	customary	fees	and	expenses	for	the	routine	maintenance	and	operation	of	such	Deposit	Account	or	securities	account,	as
applicable,	(ii)	the	face	amount	of	any	checks	which	have	been	credited	to	such	Deposit	Account	but	are	subsequently	returned	unpaid
because	of	uncollected	or	insufficient	funds,	or	(iii)	other	returned	items	or	mistakes	made	in	crediting	such	Deposit	Account,	(b)	any	other
Liens	permitted	under	the	Cash	Management	Control	Agreement	for	such	Deposit	Account	or	securities	account,	as	applicable,	(c)	Liens
created	by	the	Security	Documents	and	the	other	Credit	Documents,	(d)	tax	Liens	permitted	by	Section	10.01(a)(i)	and	(e)	the	junior
Permitted	Liens	under	Section	10.01(s).
“
Permitted	Company	Stock


key: chroma:document
string_value:
“
Permitted	Company	Stock
”	shall	mean	Company	Common	Stock	and	Qualified	Preferred	Stock.
“
Permitted	Convertible	Notes
”	shall	mean,	collectively,	the	
2018	Convertible	Notes,	the	2019	Convertible	Notes,	the	
2021
Convertible	Notes,	the	2022	Convertible	Notes
,	the	2024	Convertible	Notes
	and	any	Additional	Convertible	Notes.
“
Permitted	Convertible	Notes	Documents
”	shall	mean,	collectively,	the	
2018	Convertible	Notes	Documents,	the	2019
Convertible	Notes	Documents,	the	
2021	Convertible	Notes	Documents,	the	2022	Convertible	Notes	Documents
,	the	2024	Convertible
Notes
	and	any	Additional	Convertible	Notes	Documents.
56


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string_value:
“
Permitted	Convertible	Notes	Indentures
”	shall	mean,	collectively,	the	
2018	Convertible	Notes	Indenture,	the	2019	Convertible
Notes	Indenture,	the	
2021	Convertible	Notes	Indenture,	the	2022	Convertible	Notes	Indenture
,	the	2024	Convertible	Notes	Indenture
	
and
any	Additional	Convertible	Notes	Indenture.
“
Permitted	Discretion
”	shall	mean	the	commercially	reasonable	judgment	of	the	Administrative	Agent	exercised	in	good	faith	in
accordance	with	customary	business	practices	for	comparable	asset-based	lending	transactions,	as	to	any	factor	which	the	Administrative
Agent	reasonably	determines:		(a)	will	or	reasonably	could	be	expected	to	adversely	affect	in	any	material	respect	the	value	of	any	Eligible
Accounts,	Eligible	Cash	and	Cash	Equivalents,	Eligible	Inventory,	Eligible	Machinery	and	Equipment	or	Eligible	Real	Property,	the
enforceability	or	priority	of	the	Collateral	Agent’s	Liens	thereon	or	the	amount	which	any	Agent,	the	Lenders	or	any	Issuing	Lender	would
be	likely	to	receive	(after	giving	consideration	to	delays	in	payment	and	costs	of	enforcement)	in	the	liquidation	of	such	Eligible	Accounts,
Eligible	Cash	and	Cash	Equivalents,	Eligible	Inventory,	Eligible	Machinery	and	Equipment	or	Eligible	Real	Property	or	(b)	will	or
reasonably	could	be	expected	to	result	in	any	collateral	report	or	financial	information	delivered	to	the	Administrative	Agent	by	any	Person
on	behalf	of	any	Borrower	being	incomplete,	inaccurate	or	misleading	in	any	material	respect.		In	exercising	such	judgment,	the


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string_value:
Administrative	Agent	may	consider,	without	duplication,	such	factors	already	included	in	or	tested	by	the	definitions	of	Eligible	Accounts,
Eligible	Cash	and	Cash	Equivalents,	Eligible	Inventory,	Eligible	Machinery	and	Equipment	or	Eligible	Real	Property,	as	well	as	any	of	the
following:		(i)	changes	after	the	Effective	Date	in	any	material	respect	in	demand	for,	pricing	of,	or	product	mix	of	Inventory;	(ii)	changes
after	the	Effective	Date	in	any	material	respect	in	any	concentration	of	risk	with	respect	to	Accounts;	(iii)	any	other	factors	arising	after
the	Effective	Date	that	change	in	any	material	respect	the	credit	risk	of	lending	to	the	Borrowers	on	the	security	of	the	Eligible	Accounts,
Eligible	Cash	and	Cash	Equivalents,	Eligible	Inventory,	Eligible	Machinery	and	Equipment;	and	(iv)	any	other	factors	arising	after	the
Ninth	Amendment	Effective	Date	that	change	in	any	material	respect	the	credit	risk	of	lending	to	the	Borrowers	on	the	security	of	the
Eligible	Real	Property.
“
Permitted	Encumbrance
”	shall	mean,	with	respect	to	any	Mortgaged	Property,	such	minor	exceptions	to	title	as	are	set	forth	in
a	final	issued	and	accepted	Title	Policy	delivered	with	respect	thereto,	all	of	which	minor	exceptions	must	be	acceptable	to	the
Administrative	Agent	in	its	reasonable	discretion.
“
Permitted	Foreign	Account	Debtor
”	shall	mean	each	of	the	Account	Debtors	listed	on	Schedule	1.01(b)	to	the	Disclosure
Letter,	which	Schedule	may	be	updated	from	time	to	time	in	the	Permitted	Discretion	of	the	Administrative	Agent	with	written	notice	to
the	Company.
“
Permitted	Holder


key: chroma:document
string_value:
the	Company.
“
Permitted	Holder
”	shall	mean	each	of	Elon	Musk	and	his	estate,	spouse,	siblings,	ancestors,	heirs,	and	lineal	descendants,	and
any	spouses	of	such	Persons,	the	legal	representatives	of	any	of	the	foregoing,	and	any	bona	fide	trust	of	which	one	or	more	the	foregoing
are	the	principal	beneficiaries	or	grantors,	or	any	other	Person	that	is	controlled	by	any	of	the	foregoing.
“
Permitted	Liens
”	shall	have	the	meaning	provided	in	Section	10.01.
“
Permitted	Non-Credit	Party	Indebtedness
”	has	the	meaning	provided	in	Section	10.04(o).
“
Permitted	Securitization	Facility
”	shall	mean	a	financing	facility	established	by	a	Securitization	Subsidiary	and
/or	an	Orphan
SPV	and
	
one	or	more	of	the	Company	or	its	Subsidiaries,	whereby	the	Company	or	its	Subsidiaries	shall	have	sold	or	transferred	accounts
receivable,	payment	intangibles,	chattel	paper,	payments,	rights	to	future	
lease
customer	installment
	
payments	
(including	lease	or	loan)
	
or
residuals	or	similar	rights	to	payment	or	Energy	Storage	Assets	to	a	Securitization	Subsidiary
	and/or	an	Orphan	SPV
;	
provided
	that	(a)
except	as	permitted	in	respect	of	indemnities	by	clause	(b)	of	this	proviso,
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string_value:
no	portion	of	the	Indebtedness	or	any	other	obligation	(contingent	or	otherwise)	under	such	Permitted	Securitization	Facility	shall	be
guaranteed	by	the	Company	or	any	of	its	Subsidiaries	(other	than	a	Securitization	Subsidiary),	(b)	there	shall	be	no	recourse	or	obligation
to	the	Company	or	any	of	its	Subsidiaries	(other	than	a	Securitization	Subsidiary)	whatsoever	other	than	pursuant	to	representations,
warranties,	covenants	(including	risk	retention	requirements)	and	indemnities	entered	into	in	the	ordinary	course	of	business	in
connection	with	such	Permitted	Securitization	Facility	that	in	the	reasonable	opinion	of	the	Company	are	customary	for	securitization
transactions	and	(c)	none	of	the	Company	nor	any	of	its	Subsidiaries	(other	than	the	Securitization	Subsidiary)	shall	have	provided,	either
directly	or	indirectly,	any	other	credit	support	of	any	kind	in	connection	with	such	Permitted	Securitization	Facility,	other	than	as	set	forth
in	clause	(b)	of	this	definition
	or,	to	the	extent	titled	to	a	Subsidiary,	Rental	Account	Assets	and	other	related	assets,	such	as	the	related
Vehicles	and	customer	installment	payments
.
“
Person
”	shall	mean	any	individual,	partnership,	joint	venture,	firm,	corporation,	association,	limited	liability	company,	trust	or
other	enterprise	or	any	Governmental	Authority.
“
Physical	Inventory	Adjustment	Reserve
”	shall	mean	a	reserve	established	by	the	Administrative	Agent	in	respect	of
discrepancies	that	arise	pertaining	to	Inventory	quantities	on	hand	between	a	Credit	Party’s	perpetual	accounting	system	and	the	results


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string_value:
of	the	most-recent	physical	inventory	count	at	the	Fremont	Factory.
“
Plan
”	shall	mean	an	“employee	benefit	plan”	as	defined	in	Section	3	of	ERISA	(other	than	a	Multiemployer	Plan)	maintained	or
contributed	to	by	the	Company,	any	of	its	Subsidiaries,	or	any	ERISA	Affiliate	or	to	which	the	Borrower,	any	of	its	Subsidiaries	or	an
ERISA	Affiliate	has	or	may	have	an	obligation	to	contribute,	and	each	such	plan	is	or	has	been	subject	to	the	provisions	of	Title	IV	of
ERISA	or	Section	412	of	the	Code	or	Section	302	of	ERISA	for	the	five-year	period	immediately	following	the	latest	date	on	which	the
Company,	any	of	its	Subsidiaries	or	an	ERISA	Affiliate	maintained,	contributed	to	or	had	an	obligation	to	contribute	to	(or	is	deemed	under
Section	4069	of	ERISA	to	have	maintained	or	contributed	to	or	to	have	had	an	obligation	to	contribute	to,	or	otherwise	to	have	liability
with	respect	to)	such	plan.
“
Pledged	Equipment
”	shall	mean	all	Equipment	which	is	subject	to	a	First	Priority	Lien	in	favor	of	the	Collateral	Agent	on
behalf	of	the	Secured	Creditors.
“
Preferred	Equity
”,	as	applied	to	the	Equity	Interests	of	any	Person,	shall	mean	Equity	Interests	of	such	Person	(other	than
common	Equity	Interests	of	such	Person)	of	any	class	or	classes	(however	designed)	that	ranks	prior,	as	to	the	payment	of	dividends	or	as
to	the	distribution	of	assets	upon	any	voluntary	or	involuntary	liquidation,	dissolution	or	winding	up	of	such	Person,	to	shares	of	Equity


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string_value:
Interests	of	any	other	class	of	such	Person,	and	shall	include	any	Qualified	Preferred	Stock,	but	shall	exclude	any	Permitted	Convertible
Notes.
“
Prime	Lending	Rate
”	shall	mean	the	rate	which	the	Administrative	Agent	announces	from	time	to	time	as	its	prime	lending
rate,	the	Prime	Lending	Rate	to	change	when	and	as	such	announced	prime	lending	rate	changes.		The	Prime	Lending	Rate	is	a	reference
rate	and	does	not	necessarily	represent	the	lowest	or	best	rate	actually	charged	to	any	customer	by	the	Administrative	Agent,	which	may
make	commercial	loans	or	other	loans	at	rates	of	interest	at,	above	or	below	the	Prime	Lending	Rate.
“
Professional	Lender
”	shall	mean	any	person	who	does	not	form	part	of	the	public	within	the	meaning	of	the	Capital
Requirements	Regulation	(EU)	No.	575/2013.
“
Pro	Forma	Basis
”	shall	mean,	in	connection	with	any	calculation	of	compliance	with	any	financial	covenant	or	financial	term,
the	calculation	thereof	after	giving	effect	on	a	pro	forma	basis	to
58


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(w)	the	incurrence	of	any	Indebtedness	(other	than	revolving	Indebtedness,	except	to	the	extent	same	is	incurred	to	refinance	or	repay
other	outstanding	Indebtedness,	to	finance	an	Acquisition	or	other	Investment	or	to	finance	a	Dividend)	after	the	first	day	of	the	relevant
Calculation	Period	or	Test	Period,	as	the	case	may	be,	as	if	such	Indebtedness	had	been	incurred	(and	the	proceeds	thereof	applied)	on	the
first	day	of	such	Test	Period	or	Calculation	Period,	as	the	case	may	be,	(x)	the	permanent	repayment	of	any	Indebtedness	(other	than
revolving	Indebtedness,	except	to	the	extent	accompanied	by	a	corresponding	permanent	commitment	reduction)	after	the	first	day	of	the
relevant	Test	Period	or	Calculation	Period,	as	the	case	may	be,	as	if	such	Indebtedness	had	been	retired	or	repaid	on	the	first	day	of	such
Test	Period	or	Calculation	Period,	as	the	case	may	be,	(y)	any	Material	Acquisition	then	being	consummated	as	well	as	any	other	Material
Acquisition	if	consummated	after	the	first	day	of	the	relevant	Test	Period	or	Calculation	Period,	as	the	case	may	be,	and	on	or	prior	to	the
date	of	the	respective	Material	Acquisition	and	(z)	any	Material	Disposition	then	being	consummated	as	well	as	any	other	Material
Disposition	if	consummated	after	the	first	day	of	the	relevant	Test	Period	or	Calculation	Period,	as	the	case	may	be,	and	on	or	prior	to	the
date	of	the	respective	Material	Disposition,	as	the	case	may	be,	then	being	effected,	with	the	following	rules	to	apply	in	connection
therewith:
(
i
a
)
all	Indebtedness	(x)	(other	than	revolving	Indebtedness,	except	to	the	extent	same	is	incurred	to	refinance


key: chroma:document
string_value:
or	repay	other	outstanding	Indebtedness,	to	finance	Acquisitions	or	other	Investments	or	to	finance	a	Dividend)	incurred	or
issued	after	the	first	day	of	the	relevant	Test	Period	or	Calculation	Period	(whether	incurred	to	finance	an	Acquisition,	to
refinance	or	repay	Indebtedness	or	otherwise)	shall	be	deemed	to	have	been	incurred	or	issued	(and	the	proceeds	thereof
applied)	on	the	first	day	of	such	Test	Period	or	Calculation	Period,	as	the	case	may	be,	and	remain	outstanding	through	the	date
of	determination	and	(y)	(other	than	revolving	Indebtedness,	except	to	the	extent	accompanied	by	a	corresponding	permanent
commitment	reduction)	permanently	retired	or	redeemed	after	the	first	day	of	the	relevant	Test	Period	or	Calculation	Period,	as
the	case	may	be,	shall	be	deemed	to	have	been	retired	or	redeemed	on	the	first	day	of	such	Test	Period	or	Calculation	Period,
as	the	case	may	be,	and	remain	retired	through	the	date	of	determination;
(
ii
b
)
all	Indebtedness	assumed	to	be	outstanding	pursuant	to	preceding	clause	(i)	shall	be	deemed	to	have
borne	interest	at	(x)	the	rate	applicable	thereto,	in	the	case	of	fixed	rate	indebtedness,	or	(y)	the	rates	which	would	have	been
applicable	thereto	during	the	respective	period	when	same	was	deemed	outstanding,	in	the	case	of	floating	rate	Indebtedness
(although	interest	expense	with	respect	to	any	Indebtedness	for	periods	while	same	was	actually	outstanding	during	the
respective	period	shall	be	calculated	using	the	actual	rates	applicable	thereto	while	same	was	actually	outstanding);	
provided


key: chroma:document
string_value:
provided
that	all	Indebtedness	(whether	actually	outstanding	or	deemed	outstanding)	bearing	interest	at	a	floating	rate	of	interest	shall
be	tested	on	the	basis	of	the	rates	applicable	at	the	time	the	determination	is	made	pursuant	to	said	provisions;
(
iii
c
)
in	making	any	determination	of	Consolidated	EBITDA	on	a	Pro	Forma	Basis,	pro	forma	effect	shall	be
given	to	any	Material	Acquisition	if	effected	during	the	respective	Calculation	Period	or	Test	Period	as	if	same	had	occurred	on
the	first	day	of	the	respective	Calculation	Period	or	Test	Period,	as	the	case	may	be,	and	taking	into	account,	in	the	case	of	any
Material	Acquisition,	factually	supportable	and	identifiable	cost	savings	and	expenses	which	would	otherwise	be	accounted	for
as	an	adjustment	pursuant	to	Article	11	of	Regulation	S-X	under	the	Securities	Act,	as	if	such	cost	savings	or	expenses	were
realized	on	the	first	day	of	the	respective	period;	and
(
iv
d
)
in	making	any	determination	of	Consolidated	EBITDA	on	a	Pro	Forma	Basis,	pro	forma	effect	shall	be
given	to	any	Material	Disposition	if	effected	during	the	respective
59


key: chroma:document
string_value:
Calculation	Period	or	Test	Period	as	if	same	had	occurred	on	the	first	day	of	the	respective	Calculation	Period	or	Test	Period,	as
the	case	may	be.
“
Project
”	shall	mean	an	Energy	Storage	System	together	with	all	associated	real	property	rights,	rights	under	the	applicable
Host	Customer	Agreement,	and	all	other	related	rights	to	the	extent	applicable	thereto,	including	without	limitation,	all	parts	and
manufacturers’	warranties	and	rights	to	access	customer	data.
“PTE”	shall	mean	a	prohibited	transaction	class	exemption	issued	by	the	U.S.	Department	of	Labor,	as	any	such	exemption	may
be	amended	from	time	to	time.
“QFC”	shall	have	the	meaning	assigned	to	the	term	“qualified	financial	contract”	in,	and	shall	be	interpreted	in	accordance
with,	12	U.S.C.	5390(c)(8)(D).
“QFC	Credit	Support”	shall	have	the	meaning	provided	in	Section	13.26.
“
Qualified	Preferred	Stock
”	shall	mean	any	Preferred	Equity	of	the	Company	so	long	as	the	terms	of	any	such	Preferred	Equity
(and	the	terms	of	any	Equity	Interests	into	which	such	Preferred	Equity	is	convertible	or	for	which	it	is	exchangeable,	either	mandatorily
or	at	the	option	of	the	holder	thereof)	(x)	do	not	contain	any	mandatory	put,	redemption,	repayment,	sinking	fund	or	other	similar
provision	requiring	such	action	prior	to	the	date	that	is	91	days	after	the	
2023	Extended
Initial
	Maturity	Date	(other	than	(i)	upon	payment
in	full	of	the	Obligations	(other	than	indemnification	and	other	contingent	obligations	not	yet	due	and	owing)	or	(ii)	upon	a	“change	in


key: chroma:document
string_value:
control”	or	asset	sale	or	casualty	or	condemnation	event;	
provided
	that	any	payment	required	pursuant	to	this	clause	(ii)	is	subordinated	in
right	of	payment	to	the	Obligations	on	terms	reasonably	satisfactory	to	the	Administrative	Agent),	(y)	do	not	require	the	cash	payment	of
dividends	or	distributions	that	would	otherwise	be	prohibited	by	the	terms	of	this	Agreement	and	(z)	do	not	contain	any	covenants	(other
than	periodic	reporting	requirements)	that	are	more	restrictive,	taken	as	a	whole,	than	the	covenants	contained	in	this	Agreement	(as
reasonably	determined	by	the	Company	in	good	faith).
“Qualifying	Lender”	shall	mean:
(a)
a	Lender	which	is	beneficially	entitled	to	interest	payable	to	that	Lender	under	this	Agreement	and	is	a
Lender:
(i)
which	is	a	bank	(as	defined	for	the	purposes	of	Section	879	of	the	Income	Tax	Act	2007)	making
an	advance	under	this	Agreement	and	is	within	the	charge	to	United	Kingdom	corporation	tax	as	respects	any
payments	of	interest	made	in	respect	of	that	advance	or	would	be	within	such	charge	as	respects	such	payments
apart	from	Section	18A	of	the	Corporation	Tax	Act	2009;	or
(ii)
in	respect	of	an	advance	made	under	this	Agreement	by	a	person	that	was	a	bank	(as	defined	for
the	purposes	of	Section	879	of	the	Income	Tax	Act	2007)	at	the	time	that	that	advance	was	made,	and	is	within	the
charge	to	United	Kingdom	corporation	tax	as	respects	any	payments	of	interest	made	in	respect	of	that	advance;	or
(b)
a	Lender	which	is	beneficially	entitled	to	interest	payable	to	that	Lender	under	this	Agreement	and	which
is:
(i)


key: chroma:document
string_value:
(ii)
a	partnership	each	member	of	which	is	(x)	a	company	resident	in	the	United	Kingdom	for	United
Kingdom	tax	purposes,	or	(y)	a	company	not	so	resident	which	carries	on	a	trade	in	the	United	Kingdom	through	a
permanent	establishment	and	which	brings	into	account	in	computing	its	chargeable	profits	(within	the	meaning	of
Section	19	of	the	Corporation	Tax	Act	2009)	the	whole	of	any	share	of	such	interest	that	is	attributable	to	it	because
of	Part	17	of	the	Corporation	Tax	Act	2009;	or
(iii)
a	company	not	resident	in	the	United	Kingdom	for	United	Kingdom	tax	purposes	which	carries
on	a	trade	in	the	United	Kingdom	through	a	permanent	establishment	and	which	brings	into	account	such	interest	in
computing	the	chargeable	profits	(within	the	meaning	of	Section	19	of	the	Corporation	Tax	Act	2009)	of	that
company;	or
(c)
a	Treaty	Lender.
“
Quarterly	Payment	Date
”	shall	mean	the	last	Business	Day	of	each	March,	June,	September	and	December	occurring	after	the
Effective	Date.
“
Quotation	Day
”	shall	mean,	in	respect	of	the	determination	of	the	LIBO	Rate	for	any	Interest	Period	for	any	LIBOR	Loan	that	is
(i)	a	U.S.	Dollar	Denominated	Revolving	Loan	or	Foreign	Currency	Denominated	Loan,	the	day	on	which	quotations	would	ordinarily	be
given	by	prime	banks	in	the	London	interbank	market	for	deposits	in	such	currency	for	delivery	on	the	first	day	of	such	Interest	Period	for
such	Interest	Period	or	(ii)	a	Euro	Denominated	Loan,	the	day	on	which	quotations	would	ordinarily	be	given	by	prime	banks	in	the


key: chroma:document
string_value:
Brussels	interbank	market	for	deposits	in	Euros	for	delivery	on	the	first	day	of	such	Interest	Period	for	such	Interest	Period;	
provided
,	that
in	either	case	if	quotations	would	ordinarily	be	given	on	more	than	one	date,	the	Quotation	Day	for	such	Interest	Period	shall	be	the	last	of
such	dates.	On	the	date	hereof,	the	Quotation	Day	in	respect	of	any	Interest	Period	for	Dollars	or	Euros	is	customarily	the	day	which	is	two
Business	Days	prior	to	the	first	day	of	such	Interest	Period.
“
RCRA
”	shall	have	the	meaning	provided	in	Section	8.17(c).
“
Ratio-Related	Permitted	Indebtedness
”	shall	mean	any	Indebtedness	incurred	by	the	Company	and	its	Subsidiaries	(which
Indebtedness	may	be	guaranteed	pursuant	to	a	SolarCity	Guarantee)	if	immediately	after	giving	effect	to	the	incurrence	of	such
Indebtedness	on	the	date	of	such	incurrence	the	Company	is	in	compliance,	on	a	Pro	Forma	Basis,	with	a	Total	Leverage	Ratio	of	less	than
6.00:1.00	for	the	respective	Calculation	Period.
“
Real	Property
”	of	any	Person	shall	mean	all	the	right,	title	and	interest	of	such	Person	in	and	to	land	(including	any
improvements	and	fixtures	thereon),	including	Leaseholds.
“
Real	Property	Appraisal
”	shall	have	the	meaning	provided	in	the	definition	of	“Eligible	Real	Property”.
“
Real	Property	Survey
”	shall	have	the	meaning	provided	in	the	definition	of	“Eligible	Real	Property”.
“
Recovery	Event
”	shall	mean	any	event	that	gives	rise	to	the	receipt	by	the	Company	or	any	of	its	Subsidiaries	of	any	cash


key: chroma:document
string_value:
insurance	proceeds	or	condemnation	awards	payable	(i)	by	reason	of	theft,	loss,	physical	destruction,	damage,	taking	or	any	other	similar
event	with	respect	to	any	property	or	assets	of	the	Company	or	any	of	its	Subsidiaries	or	(ii)	under	any	policy	of	insurance	maintained	by
any	of	them.
61


key: chroma:document
string_value:
“
Reduced	Availability	Period
”	shall	mean	any	period	(a)	commencing	on	the	date	on	which	(i)	Designated	Cash	is	less
than	the	Liquidity	Threshold	and	(ii)	the	Fixed	Charge	Coverage	Ratio	for	the	most	recently	ended	Test	Period	for	which	financial
statements	are	available	is	less	than	1.00:1.00	and	(b)	ending	on	the	first	date	thereafter	on	which	(i)	Designated	Cash	is	equal	to	or
greater	than	the	Liquidity	Threshold	or	(ii)	the	Fixed	Charge	Coverage	Ratio	for	the	most	recently	ended	Test	Period	for	which	financial
statements	are	available	is	equal	to	or	greater	than	1.00:1.00.
“Reference	Time”	with	respect	to	any	setting	of	the	then-current	Benchmark	shall	mean	(1)	if	such	Benchmark	is	the	LIBO	Rate,
11:00	a.m.	(London	time)	on	the	day	that	is	two	London	banking	days	preceding	the	date	of	such	setting,	and	(2)	if	such	Benchmark	is	not
LIBO	Rate,	the	time	determined	by	the	Administrative	Agent	in	its	reasonable	discretion.
“
Register
”	shall	have	the	meaning	provided	in	Section	
13.15
13.16
.
“
Regulation	D
”	shall	mean	Regulation	D	of	the	Board	as	from	time	to	time	in	effect	and	any	successor	to	all	or	a	portion	thereof
establishing	reserve	requirements.
“
Regulation	T
”	shall	mean	Regulation	T	of	the	Board	as	from	time	to	time	in	effect	and	any	successor	to	all	or	a	portion	thereof.
“
Regulation	U
”	shall	mean	Regulation	U	of	the	Board	as	from	time	to	time	in	effect	and	any	successor	to	all	or	a	portion	thereof.
“
Regulation	X


key: chroma:document
string_value:
“
Regulation	X
”	shall	mean	Regulation	X	of	the	Board	as	from	time	to	time	in	effect	and	any	successor	to	all	or	a	portion	thereof.
“
Release
”	shall	mean	actively	or	passively	disposing,	discharging,	injecting,	spilling,	pumping,	leaking,	leaching,	dumping,
emitting,	escaping,	emptying,	pouring,	seeping,	migrating	or	the	like,	into	or	upon	any	land	or	water	or	air,	or	otherwise	entering	into	the
environment.
“Relevant	Governmental	Body”	shall	mean	(a)	with	respect	to	a	Benchmark	Replacement	in	respect	of	Loans	denominated	in
U.S.	Dollars,	the	Federal	Reserve	Board	and/or	the	NYFRB,	or	a	committee	officially	endorsed	or	convened	by	the	Federal	Reserve	Board
and/or	the	NYFRB	or,	in	each	case,	any	successor	thereto	and	(b)	with	respect	to	a	Benchmark	Replacement	in	respect	of	Loans
denominated	in	any	Available	Currency	(other	than	U.S.	Dollars),	(i)	the	central	bank	for	the	currency	in	which	such	Benchmark
Replacement	is	denominated	or	any	central	bank	or	other	supervisor	which	is	responsible	for	supervising	either	(x)	such	Benchmark
Replacement	or	(y)	the	administrator	of	such	Benchmark	Replacement	or	(ii)	any	working	group	or	committee	officially	endorsed	or
convened	by	(w)	the	central	bank	for	the	currency	in	which	such	Benchmark	Replacement	is	denominated,	(x)	any	central	bank	or	other
supervisor	that	is	responsible	for	supervising	either	(1)	such	Benchmark	Replacement	or	(2)	the	administrator	of	such	Benchmark
Replacement,	(y)	a	group	of	those	central	banks	or	other	supervisors	or	(z)	the	Financial	Stability	Board	or	any	part	thereof.


key: chroma:document
string_value:
“Relevant	Rate”	shall	mean	
(a)	with	respect	to	any	LIBOR	Loan	Borrowing	denominated	in	an	Available	Currency	(other	than
Euros),	the	LIBO	Rate	as	determined	pursuant	to	clause	(a)(i)	of	the	definition	thereof	or	(b)	with	respect	to	any	LIBOR	Loan	Borrowing
denominated	in	Euros,	the	LIBO	Rate	as	determined	pursuant	to	clause	(a)(ii)	of	the	definition	thereof,	as	applicable.
“Relevant	Screen	Rate”	shall	mean	(a)	with	respect	to	any	LIBOR	Loan	Borrowing	denominated	in	an	Available	Currency	(other
than	Euros),	the	LIBOR	Screen	Rate	or	(b)	with	respect	to	any	LIBOR	Loan	Borrowing	denominated	in	Euros,	the	EURO	Screen	Rate,	as
applicable.
62


key: chroma:document
string_value:
“
Rent	Reserve
”	shall	mean	a	reserve	established	by	the	Administrative	Agent	in	respect	of	rent	payments	made	by	a	Borrower
for	each	location	at	which	Eligible	Inventory	or	Eligible	Machinery	and	Equipment	is	located	(other	than	any	such	locations	owned	by	a
Borrower),	unless	such	location	is	subject	to	a	Landlord	Personal	Property	Collateral	Access	Agreement	(as	reported	to	the	Administrative
Agent	by	the	Company	from	time	to	time	as	requested	by	the	Administrative	Agent),	as	adjusted	from	time	to	time	by	the	Administrative
Agent	in	its	Permitted	Discretion
;
	
provided
	that	a	Rent	Reserve	established	in	respect	of	any	location	shall	not	exceed	three	months’	rent
for	such	location.
“
Rental	Account	Assets
”	shall	mean	(i)	Rental	Accounts	and	related	payment	intangibles,	chattel	paper,	electronic	chattel
paper,	payments,	rights	to	current	and	future	lease	or	rental	payments	or	residuals	and	similar	rights	to	payment,	in	each	case	relating	to
Rental	Accounts,	together	with	interests	in	merchandise	or	goods	the	lease	or	rental	of	which	give	rise	to	such	payment	rights	and
proceeds,	related	contractual	rights,	guarantees,	insurance	proceeds,	books	and	records,	collections,	proceeds	of	the	foregoing	and
beneficial	interests	and	the	proceeds	of	beneficial	interests	in	all	of	the	foregoing,	and	(ii)	Equity	Interests	in	Tesla	Finance	Subsidiaries
and	the	proceeds	thereof.
“
Rental	Accounts
”	shall	mean	Accounts	arising	out	of	customer	lease	or	rental	agreements.
“
Replaced	Lender
”	shall	have	the	meaning	provided	in	Section	2.13(a).
“
Replacement	Lender


key: chroma:document
string_value:
“
Replacement	Lender
”	shall	have	the	meaning	provided	in	Section	2.13(a).
“
Reportable	Event
”	shall	mean	an	event	described	in	Section	4043(c)	of	ERISA	with	respect	to	a	Plan	other	than	those	events	as
to	which	the	30-day	notice	period	is	waived	under	applicable	regulations.
“
Required	Lenders
”	shall	mean,	at	any	time,	Non-Defaulting	Lenders	the	sum	of	whose	outstanding	Revolving	Loan
Commitments	at	such	time	(or,	after	the	termination	thereof,	outstanding	Revolving	Loans	(for	this	purpose,	using	the	U.S.	Dollar
Equivalent	of	amounts	denominated	in	Euros	or	any	Acceptable	Foreign	Currency)	and	RL	Percentages	of	(x)	outstanding	Swingline	Loans
at	such	time	and	(y)	Letter	of	Credit	Outstandings	(for	this	purpose,	using	the	U.S.	Dollar	Equivalent	of	amounts	denominated	in	Euros	or
any	Acceptable	Foreign	Currency)	at	such	time)	represents	at	least	a	majority	of	the	sum	of	the	Total	Revolving	Loan	Commitment	in
effect	at	such	time	less	the	Revolving	Loan	Commitments	of	all	Defaulting	Lenders	at	such	time	(or,	after	the	termination	thereof,	the	sum
of	the	total	outstanding	Revolving	Loans	(for	this	purpose,	using	the	U.S.	Dollar	Equivalent	of	amounts	denominated	in	Euros	or	any
Acceptable	Foreign	Currency)	of	Non-Defaulting	Lenders	and	the	aggregate	RL	Percentages	of	all	Non-Defaulting	Lenders	of	the	total
outstanding	Swingline	Loans	and	Letter	of	Credit	Outstandings	(for	this	purpose,	using	the	U.S.	Dollar	Equivalent	of	amounts
denominated	in	Euros	or	any	Acceptable	Foreign	Currency)	at	such	time).
“
Reserves


key: chroma:document
string_value:
“
Reserves
”	shall	mean	reserves,	if	any,	established	by	the	Administrative	Agent	from	time	to	time	hereunder	in	its	Permitted
Discretion	against	the	applicable	Borrowing	Base,	including	(i)	Rent	Reserves,	(ii)	Dutch	Priority	Payables	Reserve,	(iii)	Dutch	Retention	of
Title	Reserve,	(iv)	
UK	Priority	Payables	Reserve,	(v)	UK	Retention	of	Title	Reserve,	(vi)
	
Dilution	Reserves,	(
v
vii
)	the	Customer	Deposit
Reserve,	(
vi
viii
)	reserves	for	Foreign	Taxes,	(
vii
ix
)	reserves	for	Sales	Taxes,	(
viii
x
)	the	Vendor	Liabilities	Reserve,	(
ix
xi
)	reserves	for
Secured	Hedging	Agreements,	(
x
xii
)	Cash	Management	Reserves,	(
xi
xiii
)	reserves	for	customs	charges	and	shipping	charges	related	to	any
Inventory	in	transit,	(xi
i
v
)	reserves	relating	to	Environmental	Liabilities	in	respect	of	Eligible	Real	Property	included	in	the	U.S.	Borrowing
Base	and	(
xiii
xv
)	such	other	events,	conditions	or	contingencies	as	to	which	the	Administrative	Agent,	in	its	Permitted	Discretion,
determines	reserves	should	be	established	from	time	to	time	hereunder;	
provided
,	
however
,	that	the	Administrative	Agent	may	not
implement	reserves	with	respect	to	matters	which	are	already	specifically	reflected	as	ineligible	cash	or	Cash	Equivalents,	Accounts,
Inventory	or	Equipment,
63


key: chroma:document
string_value:
Inventory	Reserves	or	criteria	deducted	in	computing	the	Net	Orderly	Liquidation	Value	of	Eligible	Inventory	or	the	Net	Orderly
Liquidation	Value	of	Eligible	Machinery	and	Equipment.		The	amount	of	any	Reserves	established	by	the	Administrative	Agent	shall	have	a
reasonable	relationship	to	the	event,	condition	or	other	matter	which	is	the	basis	for	such	Reserves	as	determined	by	the	Administrative
Agent	in	its	Permitted	Discretion.	The	applicable	Reserve	shall	be	promptly	adjusted	or	released	at	such	time	when	the	event,	condition	or
circumstance	that	is	the	basis	for	such	Reserve	ceases	to	exist	or	is	otherwise	addressed,	in	each	case,	to	the	reasonable	satisfaction	of	the
Administrative	Agent.	The	Administrative	Agent	shall	notify	the	Company	in	writing	at	or	before	the	time	any	such	Reserve	in	a	material
amount	is	to	be	established	or	increased,	but	a	non-willful	failure	of	the	Administrative	Agent	to	so	notify	the	Company	shall	not	be	a
breach	of	this	Agreement	and	shall	not	cause	such	establishment	or	increase	of	a	Reserve	to	be	ineffective.
“
Responsible	Officer
”	shall	mean	the	chief	executive	officer,	the	president,	the	chief	operating	officer,	the	chief	financial	officer,
the	treasurer	or	any	other	senior	or	executive	officer	of	a	Person.
“Resolution	Authority”	shall	mean	an	EEA	Resolution	Authority	or,	with	respect	to	any	UK	Financial	Institution,	a	UK	Resolution
Authority.
“
Restricted
”	shall	mean,	when	referring	to	cash	or	Cash	Equivalents	of	the	Company	or	any	of	its	Subsidiaries,	that	such	cash


key: chroma:document
string_value:
or	Cash	Equivalents	(i)	appears	(or	would	be	required	to	appear)	as	“restricted”	on	a	consolidated	balance	sheet	of	the	Company	or	of	any
such	Subsidiary	(unless	such	appearance	is	related	to	the	Credit	Documents	or	Liens	created	thereunder),	(ii)	are	subject	to	any	Lien	in
favor	of	any	Person	other	than	(x)	the	Collateral	Agent	for	the	benefit	of	the	Secured	Creditors	and	(y)	Permitted	Liens	under	Sections
10.01(a),	(p)	and	(s)	or	(iii)	are	not	otherwise	generally	available	for	use	by	the	Company	or	such	Subsidiary.
“
Returns
”	shall	have	the	meaning	provided	in	Section	8.09.
“
Revolving	Loan
”	shall	have	the	meaning	provided	in	Section	2.01(a).
“
Revolving	Loan	Commitment
”	shall	mean,	for	each	Lender,	the	amount	set	forth	opposite	such	Lender’s	name	in	Schedule
1.01(a)	directly	below	the	column	entitled	“Revolving	Loan	Commitment,”	as	same	may	be	(x)	reduced	from	time	to	time	or	terminated
pursuant	to	Sections	4.02,	4.03	and/or	11,	as	applicable,	(y)	adjusted	from	time	to	time	as	a	result	of	assignments	to	or	from	such	Lender
pursuant	to	Section	2.13	or	Section	
13.04
13.05
(b)	or	(z)	increased	from	time	to	time	pursuant	to	Section	2.14.		In	addition,	the	Revolving
Loan	Commitment	of	each	Lender	shall	include	any	
2023	Extended	Revolving	Commitment	and	any	
Extended	Revolving	Loan	Commitment
of	such	Lender.
“
Revolving	Note
”	shall	have	the	meaning	provided	in	Section	2.05.
“
RL	Percentage


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string_value:
“
RL	Percentage
”	of	any	Lender	at	any	time	shall	mean	a	fraction	(expressed	as	a	percentage)	the	numerator	of	which	is	the
Revolving	Loan	Commitment	of	such	Lender	at	such	time	and	the	denominator	of	which	is	the	Total	Revolving	Loan	Commitment	at	such
time,	
provided
	that	if	the	RL	Percentage	of	any	Lender	is	to	be	determined	after	the	Total	Revolving	Loan	Commitment	has	been
terminated,	then	the	RL	Percentages	of	such	Lender	shall	be	determined	immediately	prior	(and	without	giving	effect)	to	such
termination.
“
S&P
”	shall	mean	Standard	&	Poor’s	Financial	Services	LLC.
“
Sales	Taxes
”	shall	mean	any	amounts	which	are	due	and	owing	to	any	Governmental	Authority	of	the	United	States	or	any
state	thereof	in	respect	of	sales	taxes	to	the	extent	such	amounts	are	collected
64


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string_value:
or	required	to	be	collected	by	any	Borrower	from	such	Borrower’s	customer	to	be	remitted	to	such	Governmental	Authority.	
“
Sanctioned	Country
”	shall	mean	a	country	or	territory	which	is	itself	the	subject	or	target	of	comprehensive	countrywide	or
territory-wide	Sanctions	(as	of	the	Effective	Date,	the	Crimea	region	of	Ukraine,	Cuba,	Iran,	North	Korea,	Sudan	and	Syria).
“
Sanctioned	Person
”	shall	mean	(a)	any	Person	that	is	the	target	or	subject	of	Sanctions	or	listed	in	any	Sanctions-related	list	of
designated	Persons	maintained	by	the	U.S.	government	(including	the	Office	of	Foreign	Assets	Control	of	the	U.S.	Department	of	the
Treasury	or	the	U.S.	Department	of	State)	or	by	the	United	Nations	Security	Council,	the	European	Union	or	any	European	Union	member
state,	(b)	any	Person	operating,	organized	or	resident	in	a	Sanctioned	Country	or	(c)	any	Person	owned	or	controlled	by	any	such	Person
or	Persons	described	in	the	foregoing	clauses	(a)	or	(b).
“
Sanctions
”	shall	mean	economic	or	financial	sanctions	or	trade	embargoes	imposed,	administered	or	enforced	from	time	to
time	by	(a)	the	U.S.	government,	including	those	administered	by	the	Office	of	Foreign	Assets	Control	of	the	U.S.	Department	of	the
Treasury	or	the	U.S.	Department	of	State,	or	(b)	the	United	Nations	Security	Council,	the	European	Union,	any	European	Union	member
state,	Her	Majesty’s	Treasury	of	the	United	Kingdom	or	other	relevant	Governmental	Authority.
“
Screen	Rate
”	shall	mean	the	LIBOR	Screen	Rate	and/or	the	EURO	Screen	Rate,	as	applicable.
“
SEC


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string_value:
“
SEC
”	shall	mean	the	U.S.	Securities	and	Exchange	Commission	or	any	successor	thereto.
“
Second	Amendment
”	means	that	certain	Second	Amendment,	dated	as	of	December	31,	2015,	among	the	Company,
Tesla	B.V.,	the	Administrative	Agent	and	the	Lenders	party	thereto.
“
Second	Priority
”	shall	mean,	with	respect	to	any	Lien	purported	to	be	created	on	any	Collateral	pursuant	to	the	Security
Documents,	that	such	Lien	is	prior	in	right	to	any	other	Lien	thereon,	other	than	(x)	Liens	permitted	pursuant	to	Section	10.01(s)	and	(y)
First	Priority	Priming	Liens;	
provided
	that	in	no	event	shall	any	such	First	Priority	Priming	Liens	be	permitted	(on	a	consensual	basis)	to
be	junior	and	subordinate	to	any	Permitted	Liens	as	described	in	clause	(x)	above	and	senior	in	priority	to	the	relevant	Liens	created
pursuant	to	the	Security	Documents.
“
Secured	Creditors
”	shall	have	the	meaning	provided	in	the	respective	Security	Documents.
“
Secured	Hedging	Agreement
”	shall	mean	each	Interest	Rate	Protection	Agreement	and/or	Other	Hedging	Agreements	entered
into	with	a	Lender	Counterparty,	
provided
	that	(i)	such	Interest	Rate	Protection	Agreement	and/or	Other	Hedging	Agreement	expressly
states	that	it	constitutes	a	“Secured	Hedging	Agreement”	for	purposes	of	the	Credit	Agreement	and	the	other	Credit	Documents	and	(ii)
the	Company	and	the	other	parties	thereto	shall	have	delivered	to	the	Collateral	Agent	a	written	notice	specifying	that	such	Interest	Rate


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string_value:
Protection	Agreement	and/or	Other	Hedging	Agreement	constitutes	a	“Secured	Hedging	Agreement”	for	purposes	of	the	Credit
Agreement	and	the	other	Credit	Documents;	
provided
	no	such	notice	shall	be	required	in	respect	of	any	Interest	Rate	Protection
Agreement	or	Other	Hedging	Agreement	entered	into	with	Deutsche	Bank	AG	New	York	Branch	or	any	of	its	Affiliates.
“
Securities	Act
”	shall	mean	the	Securities	Act	of	1933,	as	amended,	and	the	rules	and	regulations	promulgated	thereunder.
“
Securitization	Related	Assets
”	shall	mean,	collectively,	accounts	receivable,	payment	intangibles,	chattel	paper,	payments,
rights	to	future	lease	payments	or	residuals	or	similar	rights	to
65


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string_value:
payment,	in	each	case	relating	to	receivables	subject	to	the	Permitted	Securitization	Facility,	including	interests	in	merchandise	or	goods,
the	sale	or	lease	of	which	gave	rise	to	such	receivables,	related	contractual	rights,	guarantees,	insurance	proceeds,	collections	and
proceeds	of	all	of	the	foregoing	and	any	Equity	Interests	in	a	Securitization	Subsidiary,	Excluded	
Charging	Subsidiary,	Excluded
	
Energy
Storage	Subsidiary
	
or	
Tesla	Finance	Subsidiary
.
“
Securitization	Subsidiary
”	shall	mean	a	Wholly-Owned	Subsidiary	of	the	Company	that	is	a	special	purpose	vehicle	that	has
been	established	for	the	sole	purpose	of	facilitating	a	financing	under	a	Permitted	Securitization	Facility	and	that	shall	not	engage	in	any
activities	other	than	in	connection	with	the	Permitted	Securitization	Facility.	For	the	avoidance	of	doubt,	an	Excluded	
Charging
Subsidiary,	an	Excluded
	Energy	Storage	Subsidiary	and	any	Tesla	Finance	Subsidiary	may	be	a	Securitization	Subsidiary.
“
Security	Agreement
”	shall	mean	and	include	each	of	the	U.S.	Security	Agreement
	and
,
	
the	Dutch	Security	Agreements
	and	the
UK	Security	Agreement
.
“
Security	Agreement	Collateral
”	shall	mean	all	“Collateral”	as	defined	in	any	Security	Agreement	(or	“Inventory”	as	defined	in
the	Dutch	Inventory	Security	Agreement).
“
Security	Documents
”	shall	mean	and	include	each	Security	Agreement	and,	after	the	execution	and	delivery	thereof,	each


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string_value:
Additional	Security	Document,	each	Mortgage,	each	Incremental	Security	Document	and	any	other	related	document,	agreement	or	grant
pursuant	to	which	the	Company	or	any	of	its	Subsidiaries	grants,	perfects	or	continues	a	security	interest	in	favor	of	the	Collateral	Agent
for	the	benefit	of	the	Secured	Creditors	(including	any	Belgian	law	register	pledge	agreement	in	relation	to	a	Perfected	Belgian	Lien,	any
supplements,	joinders	or	similar	agreements	to	the	U.S.	Security	Agreement	and	any	of	the	Dutch	Security	Agreements	
or	UK	Security
Agreement
	
to	add	an	additional	Credit	Party	as	a	grantor	or	pledgor	thereunder,	and	any	agreement	similar	to	a	Dutch	Security
Agreement	entered	into	by	a	Dutch	Credit	Party	pursuant	to	which	such	Dutch	Credit	
Party	grants,	perfects	or	continues	a	security
interest	in	favor	of	the	Collateral	Agent	for	the	benefit	of	the	Secured	Creditors	or	which	is	similar	to	a	UK	Security	Agreement	entered
into	by	a	UK	Credit	Party	pursuant	to	which	such	UK	Credit
	Party	grants,	perfects	or	continues	a	security	interest	in	favor	of	the	Collateral
Agent	for	the	benefit	of	the	Secured	Creditors);	
provided
	that	any	cash	collateral	or	other	agreements	entered	into	pursuant	to	the	Letter
of	Credit	Back-Stop	Arrangements	shall	constitute	“Security	Documents”	solely	for	purposes	of	(x)	Sections	8.03	and	10.01(d)	and	(y)	the
term	“Credit	Documents”	as	used	in	Sections	9.12(d),	10.04(a)	and	13.01.
“
Sixth	Amendment


key: chroma:document
string_value:
“
Sixth	Amendment
”	shall	mean	that	certain	Sixth	Amendment	to	the	Credit	Agreement	and	First	Amendment	to	the	Security
Agreements,	dated	as	of	June	19,	2017,	among	the	Borrowers,	the	other	Credit	Parties	parties	thereto,	the	Lenders	party	thereto	and	the
Administrative	Agent.
“
Sixth	Amendment	Effective	Date
”	shall	mean	the	date	on	which	the	conditions	precedent	to	effectiveness	of	the	Sixth
Amendment	are	satisfied,	which	date	is	June	19,	2017.		
“SOFR”	shall	mean,	with	respect	to	any	Business	Day,	a	rate	per	annum	equal	to	the	secured	overnight	financing	rate	for	such
Business	Day	published	by	the	SOFR	Administrator	on	the	SOFR	Administrator’s	Website	at	approximately	8:00	a.m.	(New	York	City	time)
on	the	immediately	succeeding	Business	Day.
“SOFR	Administrator”	shall	mean	the	NYFRB	(or	a	successor	administrator	of	the	secured	overnight	financing	rate).
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string_value:
“SOFR	Administrator’s	Website”	shall	mean	the	NYFRB’s	website,	currently	at	http://www.newyorkfed.org,	or	any	successor
source	for	the	secured	overnight	financing	rate	identified	as	such	by	the	SOFR	Administrator	from	time	to	time.
“
SolarCity
”	shall	mean	Tesla	Energy	Operations,	Inc.	(formerly	known	as	SolarCity	Corporation),	a	Delaware	corporation.
“
SolarCity	Convertible	Notes
”	shall	mean	the	SolarCity	2019	Convertible	Notes	and	the	SolarCity	2020	Convertible
Notes.
“
SolarCity	Convertible	Notes	Documents
”	shall	mean	the	SolarCity	2019	Convertible	Notes	Documents	and	the
SolarCity	2020	Convertible	Notes	Documents.
“
SolarCity	Convertible	Notes	Indentures
”	shall	mean	the	SolarCity	2019	Convertible	Notes	Indenture	and	the
SolarCity	2020	Convertible	Notes	Indenture.
“
SolarCity	2019	Convertible	Notes
”	shall	mean	SolarCity’s	1.625%	convertible	senior	notes	due	November	1,	2019,
issued	pursuant	to	the	SolarCity	2019	Convertible	Notes	Indenture.
“
SolarCity	2019	Convertible	Notes	Documents
”	shall	mean	the	SolarCity	2019	Convertible	Notes	and	the	SolarCity
2019	Convertible	Notes	Indenture.
“
SolarCity	2019	Convertible	Notes	Indenture
”	shall	mean	the	Indenture,	dated	as	of	September	30,	2014,	by	and
between	SolarCity	and	Wells	Fargo	Bank,	National	Association,	as	trustee,	as	amended,	modified	
or	supplemented	from	time	to	time	in
respect	of	the	SolarCity	2019	Convertible	Notes	in	
accordance	with	the	terms	hereof	and	thereof.
“
SolarCity	
2020	
Convertible	Notes


key: chroma:document
string_value:
“
SolarCity	
2020	
Convertible	Notes
”	shall	mean	SolarCity’s	zero-coupon	convertible	senior	notes	due	December	1,	2020,	issued
pursuant	to	the	SolarCity	2020	Convertible	Notes	Indenture.
“
SolarCity	
2020	
Convertible	Notes	Documents
”	shall	mean	the	SolarCity	
2020	
Convertible	Notes	
Documents
	
and	the	SolarCity
2020	
Convertible	Notes	
Indenture
Documents
.
“
SolarCity	
2020	
Convertible	Notes	Indenture
”	shall	mean	the	Indenture,	dated	as	of	December	7,	2015,	by	and	between
SolarCity	and	Wells	Fargo	Bank,	National	Association,	as	trustee,	as	amended,	modified	or	supplemented	from	time	to	time	in	respect	of
the	SolarCity	2020	Convertible	Notes	in	accordance	with	the	terms	hereof	and	thereof.
“
SolarCity	Guarantee
”	shall	have	the	meaning	provided	in	Section	10.14(b).
“
Specified	Account	Debtor
”	shall	mean	each	of	the	Account	Debtors	listed	on	Schedule	1.01(c)	to	the	Disclosure	Letter,	which
Schedule	may	be	updated	from	time	to	time	in	the	Permitted	Discretion	of	the	Administrative	Agent	with	written	notice	to	the	Company.
“Specified	Jurisdictions”	shall	mean	the	United	States,	the	Netherlands,	Belgium	and	England	and	Wales.
“Specified	Tesla	In-Transit	Assets”	shall	have	the	meaning	provided	in	Section	10.04(v).
“
Specified	Time
”	shall	mean	11:00	a.m.,	London	time.
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“
SRECs
”	shall	mean	renewable	energy	credits	or	certificates	under	any	state	renewable	energy	portfolio	standard	or	federal
renewable	energy	standard,	pollution	allowances,	carbon	credits	and	similar	environmental	allowances	or	credits	and	green	tag	or	other
reporting	rights	under	Section	1605(b)	of	the	Energy	Policy	Act	of	1992	and	any	similar	present	or	future	federal,	state,	or	local	law	or
regulation,	and	international	or	foreign	emissions	trading	program.
“
Stated	Amount
”	of	each	Letter	of	Credit	shall	mean,	at	any	time,	the	maximum	amount	available	to	be	drawn	thereunder	in
each	case	determined	(x)	as	if	any	future	automatic	increases	in	the	maximum	amount	available	that	are	provided	for	in	any	such	Letter	of
Credit	had	in	fact	occurred	at	such	time	and	(y)	without	regard	to	whether	any	conditions	to	drawing	could	then	be	met	but	after	giving
effect	to	all	previous	drawings	made	thereunder;	
provided
	that	the	“Stated	Amount”	of	each	Letter	of	Credit	denominated	in	a	currency
other	than	U.S.	Dollars	shall	be,	on	any	date	of	calculation,	the	U.S.	Dollar	Equivalent	of	the	maximum	amount	available	to	be	drawn	in	the
respective	currency	thereunder	(determined	without	regard	to	whether	any	conditions	to	drawing	could	then	be	met).
“Sterling”	and	the	designation	“£”	shall	mean	the	lawful	currency	of	the	United	Kingdom.
“
Subsidiary
”	shall	mean,	as	to	any	Person,	(i)	any	corporation	more	than	50%	of	whose	stock	of	any	class	or	classes	having	by


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string_value:
the	terms	thereof	ordinary	voting	power	to	elect	a	majority	of	the	directors	of	such	corporation	(irrespective	of	whether	or	not	at	the	time
stock	of	any	class	or	classes	of	such	corporation	shall	have	or	might	have	voting	power	by	reason	of	the	happening	of	any	contingency)	is
at	the	time	owned	by	such	Person	and/or	one	or	more	Subsidiaries	of	such	Person	or	(ii)	any	partnership,	limited	liability	company,
association,	joint	venture	or	other	entity	in	which	such	Person	and/or	one	or	more	Subsidiaries	of	such	Person	has	more	than	a	50%	equity
interest	at	the	time;	
provided
	
however
,	except	as	expressly	provided	herein,	neither	SolarCity	nor	any	Subsidiary	of	SolarCity	shall
constitute	a	Subsidiary	of	the	Company	or	any	Subsidiaries	of	the	Company,	and	neither	SolarCity	nor	any	Subsidiary	of	SolarCity	shall	be
subject	to	the	restrictions,	terms	or	requirements	applicable	to	Subsidiaries	contained	herein	or	in	any	other	Credit	Document.		Unless
otherwise	qualified,	all	references	to	a	“Subsidiary”	or	to	“Subsidiaries”	in	this	Agreement	shall	refer	to	a	Subsidiary	or	Subsidiaries	of	the
Company.
“
Subsidiary	Guarantor
”	shall	mean	each	U.S.	Subsidiary	Guarantor
	and
,
	
each	Dutch	Subsidiary	Guarantor
	and	each	UK
Subsidiary	Guarantor
.
“
Supermajority	Lenders
”	shall	mean	those	Non-Defaulting	Lenders	which	would	constitute	the	Required	Lenders	under,	and	as
defined	in,	this	Agreement,	if	the	reference	to	“a	majority”	contained	therein	were	changed	to	“66⅔%”.


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string_value:
“Supported	QFC”	shall	have	the	meaning	provided	in	Section	13.26.
“
Swap	Obligation
”	shall	mean,	with	respect	to	any	Person,	any	Interest	Rate	Protection	Agreement	or	Other	Hedging
Agreement	that	constitutes	a	“swap”	within	the	meaning	of	Section	1a(47)	of	the	Commodity	Exchange	Act.
“
Swingline	Expiry	Date
”	shall	mean	that	date	which	is	five	Business	Days	prior	to	the	Final	Maturity	Date.
“
Swingline	Lender
”	shall	mean	the	Administrative	Agent,	in	its	capacity	as	Swingline	Lender	hereunder.
“
Swingline	Loan
”	shall	have	the	meaning	provided	in	Section	2.01(b).
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string_value:
“
Swingline	Loan	Exposure
”	shall	mean,	at	any	time,	the	aggregate	principal	amount	of	all	Swingline	Loans	outstanding	at	such
time.		The	Swingline	Loan	Exposure	of	any	Lender	at	any	time	shall	be	its	RL	Percentage	of	the	aggregate	Swingline	Loan	Exposure	at
such	time.
“
Swingline	Note
”	shall	have	the	meaning	provided	in	Section	2.05(a).
“
Syndication	Agent
”	shall	mean	JPMorgan	Chase	Bank,	N.A.,	Goldman	Sachs	Bank	USA,	Morgan	Stanley	Senior	Funding	Inc.
and	Bank	of	America,	N.A.,	in	each	case	in	its	capacity	as	a	syndication	agent	for	the	Lenders	hereunder	and	under	the	other	Credit
Documents.
“
TARGET	Day
”	shall	mean	any	day	on	which	the	Trans-European	Automated	Real-time	Gross	Settlement	Express	Transfer
(TARGET)	payment	system	(or,	if	such	payment	system	ceases	to	be	operative,	such	other	payment	system	(if	any)	determined	by	the
Administrative	Agent	to	be	a	suitable	replacement)	is	open	for	the	settlement	of	payments	in	Euros.
“
Tax	Sharing	Agreement
”	means	a	tax	sharing	agreement,	entered	into	among	New	B.V.,	Tesla	Motors	Netherlands
Coöperatief	U.A.,	Tesla	B.V.	and	any	other	Dutch	Affiliates	of	Tesla	B.V.	who	may	become	members	of	a	fiscal	unity	(
fiscal	eenheid
)	with
Tesla	B.V.	and	the	other	Dutch	Credit	Parties	from	time	to	time	party	thereto.
“Tax	Confirmation”	shall	have	the	meaning	provided	in	Section	5.04(e)(v).


key: chroma:document
string_value:
“Tax	Sharing	Agreement”	means	an	agreement	between	the	Dutch	Credit	Parties	and	other	Dutch	Affiliates	of	Tesla	B.V.	from
time	to	time	member	to	a	fiscal	unity	(
fiscal	eenheid
)	for	Dutch	corporate	income	tax	purposes,	whereby	the	parties	to	such	agreement
agree	that	(a)	the	member	who	is	head	of	the	fiscal	unity	shall	charge	onto	the	other	fiscal	unity	members	their	relative	share	in	the
portion	of	the	yearly	corporate	income	tax	charge,	and	(b)	each	fiscal	unity	member	shall	record	its	full	corporate	income	tax	charge	in	its
books,	calculated	as	if	it	were	a	stand-along	taxpayer	separate	from	the	fiscal	unity,	while	pursuant	to	Dutch	tax	law,	any	corporate
income	tax	assessment	for	the	fiscal	unity	is	based	on	the	combined	taxable	amount	of	the	fiscal	unity	members	and	is	issued	to	the	head
of	the	fiscal	unity	only.
“
Taxes
”	shall	have	the	meaning	provided	in	Section	5.04(a).
“
Tenth	Amendment
”	shall	mean	that	certain	Tenth	Amendment,	dated	as	of	December	10,	2018,	among	the
Company,	Tesla	B.V.,	the	Administrative	Agent	and	the	Lenders	party	thereto.
“
Tenth	Amendment	Effective	Date
”	shall	mean	December	10,	2018.
“Term	SOFR”	shall	mean,	for	the	applicable	Corresponding	Tenor	as	of	the	applicable	Reference	Time,	the	forward-looking
term	rate	based	on	SOFR	that	has	been	selected	or	recommended	by	the	Relevant	Governmental	Body.
“Term	SOFR	Notice”	shall	mean	a	notification	by	the	Administrative	Agent	to	the	Lenders	and	the	U.S.	Borrower	of	the
occurrence	of	a	Term	SOFR	Transition	Event.


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string_value:
occurrence	of	a	Term	SOFR	Transition	Event.
“Term	SOFR	Transition	Event”	shall	mean	the	determination	by	the	Administrative	Agent	that	(a)	Term	SOFR	has	been
recommended	for	use	by	the	Relevant	Governmental	Body,	(b)	the	administration	of	Term	SOFR	is	administratively	feasible	for	the
Administrative	Agent	and	(c)	a	Benchmark	Transition	Event	has	previously	occurred	resulting	in	a	Benchmark	Replacement	in	accordance
with	Section	2.10	that	is	not	Term	SOFR.
69


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string_value:
“
Tesla	B.V.
”	shall	have	the	meaning	provided	in	the	first	paragraph	of	this	Agreement.
“
Tesla	Finance	Subsidiaries
”	shall	mean	
(i)
	
Tesla	Finance,	LLC	and	its	Subsidiaries
	and	(ii)	Tesla	Financial	Services	Holdings
B.V.	and	its	Subsidiaries,	including	Tesla	Financial	Services	Limited	and	Tesla	Financial	Services	GmbH
.
“
Tesla	Lease	Finance	Subsidiary
”	shall	mean	any	Tesla	Finance	Subsidiary	that	is	a	Non-Wholly	Owned	Subsidiary	and	was
formed	for	the	purpose	of	engaging	in	the	financing	of	vehicle	leases.
“Tesla	UK”	shall	have	the	meaning	provided	in	the	first	paragraph	of	this	Agreement.
“
Test	Period
”	shall	mean	each	period	of	four	consecutive	fiscal	quarters	of	the	Company	then	last	ended,	in	each	case	taken	as
one	accounting	period.
“
Third	Amendment
”	shall	mean	the	Third	
Amendment	to	
Credit	Agreement,	dated	as	of	the	
Third	
Amendment
Effective	Date,	among	the	Company,	Tesla	B.V.,	
the	lenders	party	thereto,	the	Collateral	Agent	and	the	Administrative	Agent.
“
Third	Amendment	Effective	Date
”	shall	mean	February	9,	2016.
“
Threshold	Amount
”	shall	mean	$250,000,000.
“
Title	Company
”	shall	have	the	meaning	provided	in	the	definition	of	“Eligible	Real	Property”.
“
Title	Policy
”	shall	have	the	meaning	provided	in	the	definition	of	“Eligible	Real	Property”.
“
Total	Borrowing	Base
”	shall	mean,	as	of	any	date	of	determination,	the	sum	of	the	Dutch	Borrowing	Base
	and
,
	
the	U.S.
Borrowing	Base	and	the	UK


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string_value:
the	U.S.
Borrowing	Base	and	the	UK
	Borrowing	Base,	in	each	case,	at	such	date.
“
Total	Leverage	Ratio
”	shall	mean,	on	any	date	of	determination,	the	ratio	of	(x)	Consolidated	Total	Indebtedness	on	such	date
to	(y)	Consolidated	EBITDA	for	the	Test	Period	most	recently	ended	on	or	prior	to	such	date;	
provided
	that	(i)	for	purposes	of	any
calculation	of	the	Total	Leverage	Ratio	pursuant	to	this	Agreement,	Consolidated	EBITDA	shall	be	determined	on	a	Pro	Forma	Basis	in
accordance	with	the	requirements	of	the	definition	of	“Pro	Forma	Basis”	contained	herein.
“
Total	Revolving	Loan	Commitment
”	shall	mean,	at	any	time,	the	sum	of	the	Revolving	Loan	Commitments	of	each	of	the
Lenders	at	such	time.	As	of	the	
First
	
Amendment	
and	Restatement	
Effective	Date,	the	Total	Revolving	Loan	Commitment	is
$
2,425,000,000,	of	which	$2,227,500,000	are	2023	Extended	Revolving	Loan	Commitments
2,327,500,000
.
“
Transaction
”	shall	mean,	collectively,	the	execution	and	delivery	by	each	Credit	Party	of	the	Credit	Documents	to	which	it	is	a
party	on	the	Effective	Date,	the	incurrence	of	Loans	(if	any)	on	the	Effective	Date	and	the	use	of	proceeds	thereof.
“Treaty	Lender”	shall	mean	a	Lender	which:
(a)
is	treated	as	a	resident	(for	the	purposes	of	the	applicable	double	taxation	agreement)	in	a	jurisdiction
having	a	double	taxation	agreement	with	the	United	Kingdom	which	makes	provision	for	full	exemption	from	tax	imposed	by	the


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(b)
does	not	carry	on	a	business	in	the	United	Kingdom	through	a	permanent	establishment	with	which	such
Lender’s	participation	in	any	Loan	is	effectively	connected.
“
Type
”	shall	mean	the	type	of	Loan	determined	with	regard	to	the	interest	option	applicable	thereto,	i.e.,	whether	a	Base	Rate
Loan	or	a	LIBOR	Loan.
“
UCC
”	shall	mean	the	Uniform	Commercial	Code	as	from	time	to	time	in	effect	in	the	relevant	jurisdiction.
“UK	Borrower”	and	“UK	Borrowers”	shall	have	the	meaning	provided	in	the	first	paragraph	of	this	Agreement.
“UK	Borrower	Loans”	shall	mean	each	UK	Borrower	Revolving	Loan.
“UK	Borrower	Obligations”	shall	mean	all	Obligations	owing	to	the	Administrative	Agent,	the	Collateral	Agent,	any	Issuing
Lender	or	any	Lender	by	any	UK	Borrower.
“UK	Borrower	Revolving	Loan”	shall	have	the	meaning	provided	in	Section	2.01(a).
“UK	Borrower	Revolving	Note”	shall	have	the	meaning	provided	in	Section	2.05.
“UK	Borrowing	Base”	shall	mean,	as	of	any	date	of	calculation,	the	amount	calculated	pursuant	to	the	Borrowing	Base
Certificate	most	recently	delivered	to	the	Administrative	Agent	in	accordance	with	Section	9.01(h)	equal	to,	without	duplication:
(a)
the	sum	of:
(i)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	UK	Vendor	In-Transit	Inventory,
(ii)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	UK	Raw	Materials	Inventory
(other	than	Eligible	UK	Vendor	In-Transit	Inventory),
(iii)


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(iii)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	UK	WIP	Inventory,
(iv)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	UK	Service	Parts	Inventory,
(v)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	UK	Finished	Goods	Inventory,
and
(vi)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	UK	In-Transit	Inventory;	minus
(b)
the	sum	(without	duplication)	of	any	Reserves	(including	the	UK	Priority	Payables	Reserve	and	without
duplication	of	any	Inventory	Reserve)	then	established	by	the	Administrative	Agent	with	respect	to	the	UK	Borrowing	Base;
provided,	however,	that	(i)	Eligible	UK	Inventory	shall	only	be	included	in	the	UK	Borrowing	Base	to	the	extent	that	the	Administrative
Agent	shall	have	received	an	Acceptable	Appraisal	and,	solely	with	respect	to	the	first	Borrowing	Base	including	Eligible	UK	Inventory,	an
Acceptable	Field	Examination,	in	respect
71


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string_value:
of	such	Eligible	UK	Inventory	and	(ii)	the	Eligible	Inventory	included	in	the	Borrowing	Base	pursuant	to	clauses	(a)(i)	through	(vi)	above
shall	be	calculated	net	of	any	applicable	Inventory	Reserves.		The	Administrative	Agent	shall	have	the	right	(but	no	obligation)	to	review
such	computations	and	if,	in	its	Permitted	Discretion,	such	computations	have	not	been	calculated	in	accordance	with	the	terms	of	this
Agreement,	the	Administrative	Agent	
shall	have	the	right	to	
correct	any	such	errors	in	such	manner	as	it	shall	determine	in	its	Permitted
Discretion	and	the	Administrative	Agent	will	notify	the	Company	promptly	after	making	any	such	correction.
“UK	Collection	Banks”	shall	have	the	meaning	provided	in	Section	5.03(d).
“UK	Credit	Parties”	shall	mean	each	UK	Borrower	and	each	UK	Subsidiary	Guarantor.
“UK	Guarantors”	shall	mean	and	include	each	UK	Borrower	(in	its	capacity	as	a	guarantor	under	the	UK	Guaranty)	and	each	UK
Subsidiary	Guarantor.
“UK	Guaranty”	shall	mean	the	UK	Guaranty,	dated	as	of	December	23,	2020,	in	the	form	of	Exhibit	P,	as	amended,	modified,
restated	and/
or	supplemented	from	time	to	time	in	
accordance	with	the	terms	hereof	and	thereof.
“UK	Insolvency	Law”
shall	mean	the	Insolvency	Act	1986	and	the	Corporate	Insolvency	and	Governance	Act	2020,	in	each	case,
as	now	or	hereafter	in	effect,	or	any	successor	thereto.
“UK	Priority	Payables”	shall	mean,	at	any	time,	with	respect	to	any	Credit	Party	which	has	employees	in	England	and	Wales	or


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string_value:
otherwise	carries	on	business	in	England	and	Wales	or	which	leases,	sells	or	otherwise	owns	goods	in	England	and	Wales,	the	aggregate
amount	of	any	liabilities	of	such	Credit	Party	which	are	secured	by	a	security	interest,	pledge,	lien,	charge,	right	or	claim	on	any	Collateral
or	the	holder	of	which	enjoys	a	right,	in	each	case,	pursuant	to	any	applicable	law,	rule	or	regulation	and	which	trust,	security	interest,
pledge,	lien,	charge,	right	or	claim	ranks	or	is	capable	of	ranking	in	priority	to	or	pari	passu	with	one	or	more	of	the	Liens	granted	in	the
Security	Documents.
“UK	Priority	Payables	Reserve”	shall	mean,	on	any	date	of	determination	for	the	UK	Borrowing	Base,	a	reserve	established	from
time	to	time	by	the	Administrative	Agent	in	its	Permitted	Discretion	in	such	amount	as	the	Administrative	Agent	may	reasonably	determine
in	respect	of	UK	Priority	Payables	of	the	UK	Credit	Parties.
“UK	Retention	of	Title	Reserve”	shall	mean,	on	any	date	of	determination	for	the	UK	Borrowing	Base,	a	reserve	established
from	time	to	time	by	the	Administrative	Agent	in	its	Permitted	Discretion	for	amounts	of	any	claims	preferred	by	law	which	rank	or	are
capable	of	ranking	senior	to	the	Obligations.
“UK	Security	Agreement”	shall	mean	the	security	agreement,	dated	as	of	December	23,	2020,	in	the	form	of	Exhibit	Q,	as
amended,	modified,	restated	and/
or	supplemented	from	time	to	time	in	
accordance	with	the	terms	hereof	and	thereof.


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string_value:
accordance	with	the	terms	hereof	and	thereof.
“UK	Subsidiary”	of	any	Person	shall	mean	any	Subsidiary	of	such	Person	incorporated,	organized,	or	established	in	England	and
Wales.
“UK	Subsidiary	Guarantors”	shall	mean	each	Wholly-Owned	UK	Subsidiary	of	Tesla	UK	(other	than	any	UK	Borrower,	any
Securitization	Subsidiary,	any	Excluded	Energy	Storage	Subsidiary,	any	Excluded	Charging	Subsidiary,	any	Tesla	Finance	Subsidiary	and
any	Immaterial	Subsidiary),	whether	existing	on	the	Effective	Date	or	established,	created	or	acquired	after	the	Effective	Date,	in	each
case	unless	and	until	such	time	as	the	respective	Wholly-Owned	UK	Subsidiary	is	released	from	all	of	its
72


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obligations	under	the	Security	Documents	to	which	it	is	a	party	in	accordance	with	the	terms	and	provisions	hereof	and	thereof.
“UK	Financial	Institutions”	shall	mean	any	BRRD	Undertaking	(as	such	term	is	defined	under	the	PRA	Rulebook	(as	amended
from	time	to	time)	promulgated	by	the	United	Kingdom	Prudential	Regulation	Authority)	or	any	person	falling	within	IFPRU	11.6	of	the
FCA	Handbook	(as	amended	from	time	to	time)	promulgated	by	the	United	Kingdom	Financial	Conduct	Authority,	which	includes	certain
credit	institutions	and	investment	firms,	and	certain	affiliates	of	such	credit	institutions	or	investment	firms.
“UK	Resolution	Authority”	shall	mean	the	Bank	of	England	or	any	other	public	administrative	authority	having	responsibility	for
the	resolution	of	any	UK	Financial	Institution.
“Unadjusted	Benchmark	Replacement”
	
shall	mean	the	Benchmark	Replacement	excluding	the	Benchmark	Replacement
Adjustment.
“
Unfinanced	Capital	Expenditures
”	shall	mean,	for	any	period,	Capital	Expenditures	made	by	the	Company	and	its	Consolidated
Subsidiaries	during	such	period	other	than	Capital	Expenditures	to	the	extent	financed	with	the	proceeds	of	any	sale	or	issuance	of	Equity
Interests,	the	proceeds	of	any	asset	sale	(other	than	the	sale	of	inventory	in	the	ordinary	course	of	business),	the	proceeds	of	any	Recovery
Event	or	the	proceeds	of	any	incurrence	of	Indebtedness	(other	than	the	incurrence	of	any	Loans).
“
Unfunded	Pension	Liability
”	of	any	Plan	shall	mean	the	amount,	if	any,	by	which	the	value	of	the	accumulated	plan	benefits


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string_value:
under	such	Plan	determined	on	a	plan	termination	basis	in	accordance	with	actuarial	assumptions	at	such	time	consistent	with	those
prescribed	by	the	PBGC	for	purposes	of	Section	4044	of	ERISA,	exceeds	the	Fair	Market	Value	of	all	plan	assets	allocable	to	such
liabilities	under	Title	IV	of	ERISA	(excluding	any	accrued	but	unpaid	contributions).
“
United	States
”	and	“
U.S.
”	shall	each	mean	the	United	States	of	America.
“
Unpaid	Drawing
”	shall	have	the	meaning	provided	in	Section	3.05(a).
“
Unrestricted
”	shall	mean,	when	referring	to	cash	or	Cash	Equivalents	of	the	Company	or	any	of	its	Subsidiaries,	that	such	cash
or	Cash	Equivalents	are	not	Restricted.
“
Unutilized	Revolving	Loan	Commitment
”	shall	mean,	with	respect	to	any	Lender	at	any	time,	such	Lender’s	Revolving	Loan
Commitment	at	such	time	less	the	sum	of	(a)	the	aggregate	outstanding	principal	amount	of	all	Revolving	Loans	(taking	the	U.S.	Dollar
Equivalent	of	any	such	Revolving	Loans	denominated	in	Euros	or	any	Acceptable	Foreign	Currency)	made	by	such	Lender	at	such	time	and
(b)	such	Lender’s	RL	Percentage	of	the	Letter	of	Credit	Outstandings	(for	this	purpose,	using	the	U.S.	Dollar	Equivalent	of	amounts
denominated	in	Euros	or	any	Acceptable	Foreign	Currency)	at	such	time.	For	the	avoidance	of	doubt	and	solely	for	purposes	of	calculating
the	“Unutilized	Revolving	Loan	Commitment”,	the	Revolving	Loan	Commitment	of	any	Lender	shall	not	be	reduced	by	outstanding
Swingline	Loans.		
“
Upper	Strike	Warrant


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string_value:
“
Upper	Strike	Warrant
”	shall	mean	any	hedging	agreement,	entered	into	by	the	Company	in	connection	with	the	issuance	of
Permitted	Convertible	Notes,	pursuant	to	which	the	Company	issues	to	the	counterparty	thereto	warrants	to	acquire	shares	of	Permitted
Company	Stock	(whether	such	warrant	is	settled	in	shares,	cash	or	a	combination	thereof).
73


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string_value:
“
U.S.	Borrower
”	and	“
U.S.	Borrowers
”	shall	have	the	meaning	provided	in	the	first	paragraph	of	this	Agreement.
“
U.S.	Borrower	Loans
”	shall	mean	each	U.S.	Borrower	Revolving	Loan	and	each	U.S.	Borrower	Swingline	Loan.
“
U.S.	Borrower	Obligations
”	shall	mean	all	Obligations	owing	to	the	Administrative	Agent,	the	Collateral	Agent,	any	Issuing
Lender	or	any	Lender	by	any	U.S.	Borrower.
“
U.S.	Borrower	Revolving	Loan
”	shall	have	the	meaning	provided	in	Section	2.01(a).
“
U.S.	Borrower	Revolving	Note
”	shall	have	the	meaning	provided	in	Section	2.05(a).
“
U.S.	Borrower	Swingline	Loan
”	shall	have	the	meaning	provided	in	Section	2.01(b).
“
U.S.	Borrower	Swingline	Note
”	shall	have	the	meaning	provided	in	Section	2.05(a).
“
U.S.	Borrowing	Base
”	shall	mean,	as	of	any	date	of	calculation,	the	amount	calculated	pursuant	to	the	Borrowing	Base
Certificate	most	recently	delivered	to	the	Administrative	Agent	in	accordance	with	Section	9.01(h)	equal	to,	without	duplication:
(a)
the	sum	of
:
(i)
100%	of	the	U.S.	Dollar	Equivalent	of	Eligible	U.S.	Cash	and	Cash	Equivalents	(the	“
U.S.	Cash
Contribution
”),
(ii)
85%	of	the	Eligible	U.S.	Accounts,
(iii)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	U.S.	Vendor	In-Transit
Inventory,
(iv)


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string_value:
Inventory,
(iv)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	U.S.	Raw	Materials	Inventory
(other	than	Eligible	U.S.	Vendor	In-Transit	Inventory)
,
(v)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	U.S.	WIP	Inventory,
(vi)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	U.S.	Service	Parts	Inventory,
(vii)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	U.S.	Finished	Goods	Inventory,
(viii)
85%	of	the	then	extant	Net	Orderly	Liquidation	Value	of	Eligible	U.S.	In-Transit	Inventory,
(ix)
85%	of	the	Applicable	Value	of	Eligible	Machinery	and	Equipment,	and
(x)
75%	of	the	Appraised	Fair	Market	Value	of	Eligible	Real	Property
,
;
	
minus
74


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string_value:
(b)
the	sum	(without	duplication)	of	any	Reserves	then	established	by	the	Administrative	Agent	with	respect	to
the	U.S.	Borrowing	Base;
provided
,	
however
,	that	(i)	Eligible	U.S.	Inventory	shall	only	be	included	in	the	U.S.	Borrowing	Base	to	the	extent	that	the	Administrative
Agent	shall	have	received	an	Acceptable	Appraisal	in	respect	of		such	Eligible	U.S.	Inventory,	(ii)	Eligible	Equipment	and	Machinery	shall
only	be	included	in	the	U.S.	Borrowing	Base	to	the	extent	that	the	Administrative	Agent	shall	have	received	an	Acceptable	Appraisal	in
respect	of	such	Eligible	Equipment	and	Machinery	(
provided
	that	no	appraisal	shall	be	required	in	respect	of	Equipment	for	which	the
consideration	therefor	was	less	than	or	equal	to	$1,500,000	and,	at	the	Permitted	Discretion	of	the	Administrative	Agent	no	appraisal	shall
be	required	in	respect	of	any	Equipment	for	which	the	consideration	therefor	was	in	excess	of	$1,500,000,	in	each	case	to	the	extent	there
is	an	Acceptable	Existing	Appraisal	in	respect	thereof,	in	which	case	the	Applicable	Value	thereof	shall	be	based	on	a	“desktop	appraisal”
(it	being	understood	that	once	there	is	no	longer	an	Acceptable	Existing	Appraisal	in	respect	of	such	Equipment,	the	Applicable	Value
thereof	shall	be	determined	pursuant	to	the	definition	of	“Applicable	Value”,	
provided
	that	to	the	extent	the	Applicable	Value	cannot	be
determined	pursuant	to	clause	(a)	of	such	definition,	then	for	purposes	of	determining	the	“Amortized	Value”	of	such	Equipment,	the	most
recent	Acceptable	Appraisal	shall	be	deemed	to	be	the	appraisal	that	was	the	most	recent	Acceptable	Existing	Appraisal	in	respect	of	such


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Equipment)),	(iii)	the	Eligible	Inventory	included	in	the	Borrowing	Base	pursuant	to	clauses	(a)(iii)	through	(viii)	above	shall	be	calculated
net	of	any	applicable	Inventory	Reserves	and	(iv)	the	aggregate	amount	included	in	the	U.S.	Borrowing	Base	pursuant	to	clauses	(a)(ix)
and	(a)(x)	above	shall	not	exceed	30%	of	the	Total	Borrowing	Base.		The	Administrative	Agent	shall	have	the	right	(but	not	the	obligation)
to	review	such	computations	and	if,	in	its	Permitted	Discretion,	such	computations	have	not	been	calculated	in	accordance	with	the	terms
of	this	Agreement,	the	Administrative	Agent	shall	have	the	right	to	correct	any	such	errors	in	such	manner	as	it	shall	determine	in	its
Permitted	Discretion	and	the	Administrative	Agent	will	notify	the	Company	promptly	after	making	any	such	correction.
“
U.S.	Cash	Contribution
”	shall	have	the	meaning	provided	in	the	definition	of	U.S.	Borrowing	Base.
“
U.S.	Collection	Banks
”	shall	have	the	meaning	provided	in	Section	5.03(b).
“
U.S.	Corresponding	Debt
”	shall	mean	the	Obligations	of	a	U.S.	Credit	Party	under	or	in	connection	with	the	Credit	Documents.
“
U.S.	Credit	Parties
”	shall	mean	the	Company,	each	other	U.S.	Borrower	and	each	U.S.	Subsidiary	Guarantor.
“
U.S.	Dollar	Denominated	Revolving	Loans
”	shall	mean	each	Revolving	Loan	denominated	in	U.S.	Dollars	at	the	time	of	the
incurrence	thereof.
“
U.S.	Dollar	Equivalent
”	of	an	amount	denominated	in	a	currency	other	than	U.S.	Dollars	shall	mean,	at	any	time	for	the


key: chroma:document
string_value:
determination	thereof,	the	amount	of	U.S.	Dollars	which	could	be	purchased	with	the	amount	of	such	currency	involved	in	such
computation	at	the	spot	exchange	rate	therefor	as	quoted	by	the	Administrative	Agent	as	of	11:00	A.M.	(New	York	City	time)	on	the	date
two	Business	Days	prior	to	the	date	of	any	determination	thereof	(or,	in	the	case	of	amount	denominated	in	Sterling	on	the	date	of	any
determination	thereof),	for	purchase	on	such	date	(or	on	the	date	of	the	respective	unreimbursed	payment	under	a	Letter	of	Credit
denominated	in	a	currency	other	than	U.S.	Dollars	as	provided	in	Sections	3.04(c)	and	3.05(a),	as	the	case	may	be);	
provided
	that	for
purposes	of	(x)	determining	compliance	with	Sections	2.01(a),	2.01(b),	2.01(e),	3.02,	5.02(a),	7.01	and	7.03	and	(y)	calculating	Fees
pursuant	to	Section	4.01	(except	Fees	which	are	expressly	required	to	be	paid	in	a
75


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string_value:
currency	other	than	U.S.	Dollars	pursuant	to	Section	4.01),	the	U.S.	Dollar	Equivalent	of	any	amounts	denominated	in	a	currency	other
than	U.S.	Dollars	shall	be	revalued	on	the	date	of	each	Credit	Event	using	the	spot	exchange	rates	therefor	as	quoted	on	Bloomberg	(or,	if
same	does	not	provide	such	exchange	rates,	on	such	other	basis	as	is	reasonably	satisfactory	to	the	Administrative	Agent)	on	the
immediately	preceding	Business	Day,	
provided
,	
however
,	that	at	any	time,	if	the	Aggregate	Exposure	(for	the	purposes	of	the
determination	thereof,	using	the	U.S.	Dollar	Equivalent	as	recalculated	based	on	the	spot	exchange	rate	therefor	as	quoted	on	Bloomberg
(or,	if	same	does	not	provide	such	exchange	rates,	on	such	other	basis	as	is	reasonably	satisfactory	to	the	Administrative	Agent)	on	the
respective	date	of	determination	pursuant	to	this	exception)	would	exceed	85%	of	the	Total	Revolving	Loan	Commitment	or	any,	then	in
the	sole	discretion	of	the	Administrative	Agent	or	at	the	request	of	the	Required	Lenders,	the	U.S.	Dollar	Equivalent	shall	be	reset	based
upon	the	spot	exchange	rates	on	such	date	as	quoted	on	Bloomberg	(or,	if	same	does	not	provide	such	exchange	rates,	on	such	other	basis
as	is	reasonably	satisfactory	to	the	Administrative	Agent),	which	rates	shall	remain	in	effect	until	the	date	of	a	Credit	Event	or	such	earlier
date,	if	any,	as	the	rate	is	reset	pursuant	to	this	proviso.		Notwithstanding	anything	to	the	contrary	contained	in	this	definition,	at	any	time
that	a	Default	or	an	Event	of	Default	then	exists,	the	Administrative	Agent	may	revalue	the	U.S.	Dollar	Equivalent	of	any	amounts


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string_value:
outstanding	under	the	Credit	Documents	in	a	currency	other	than	U.S.	Dollars	on	any	date	in	its	sole	discretion	in	accordance	with	the
foregoing	methodology.
“
U.S.	Dollars
”	and	the	sign	“
$
”	shall	each	mean	freely	transferable	lawful	money	of	the	United	States.
“
U.S.	Guarantors
”	shall	mean	and	include	each	U.S.	Borrower	(in	its	capacity	as	a	guarantor	under	the	U.S.	Guaranty)	and	each
U.S.	Subsidiary	Guarantor.
“
U.S.	Guaranty
”	shall	mean	the	U.S.	Guaranty,	dated	as	of	the	Effective	Date,	in	the	form	of	Exhibit	G-2,	as	amended,	modified,
restated	and/or	supplemented	from	time	to	time	in	accordance	with	the	terms	hereof	and	thereof.
“
U.S.	Person
”	shall	mean	any	Person	that	is	a	“
United	States	person
”	as	defined	in	Section	7701(a)(30)	of	the	Code.
“
U.S.	Security	Agreement
”	shall	mean	the	U.S.	Security	Agreement,	dated	as	of	the	Effective	Date,	in	the	form	of	Exhibit	I-4,	as
amended,	modified,	restated	and/or	supplemented	from	time	to	time	in	accordance	with	the	terms	hereof	and	thereof.
“U.S.	Special	Resolution	Regimes”	shall	have	the	meaning	provided	in	Section	13.26.
“
U.S.	Subsidiary	Guarantors
”	shall	mean	each	Wholly-Owned	Domestic	Subsidiary	of	the	Company	(other	than	any	U.S.
Borrower,	any	Securitization	Subsidiary,	any	Excluded	Energy	Storage	Subsidiary,	any	
Excluded	Charging	Subsidiary,	any
	Tesla	Finance


key: chroma:document
string_value:
Tesla	Finance
Subsidiary	and	any	Immaterial	Subsidiary),	whether	existing	on	the	Effective	Date	or	established,	created	or	acquired	after	the	Effective
Date,	in	each	case	unless	and	until	such	time	as	the	respective	Wholly-Owned	Domestic	Subsidiary	is	released	from	all	of	its	obligations
under	the	U.S.	Guaranty	and	the	Security	Documents	to	which	it	is	a	party	in	accordance	with	the	terms	and	provisions	hereof	and
thereof.
“
U.S.	Tax	Compliance	Certificate
”	shall	have	the	meaning	provided	in	Section	5.04(e)(iii).
“
Used
”	shall	mean,	with	respect	to	any	Inventory,	that	such	Inventory	was	previously	sold	(other	than	to	a	Credit	Party),
excluding	remanufactured	items.
76


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string_value:
“
Used	Motor	Vehicles
”	shall	mean	all	Used	motor	vehicles	owned	by	the	Company	or	any	of	its	Subsidiaries.
“
Vehicle	Environmental	Attribute
”	shall	mean	any	credit,	benefit,	reduction,	offset	or	allowance,	howsoever	entitled	or	named,
relating	to	the	emissions	or	environmental	impacts	that	result	from,	are	attributable	to,	or	are	associated	with	a	vehicle,	a	vehicle’s	use,	or
a	vehicle	charging	station	that	is	capable	of	being	measured,	verified	or	calculated	and	in	any	case	may	be	lawfully	marketed	to	third
parties.		By	way	of	illustration,	Vehicle	Environmental	Attributes	may	result	from:	new	energy	vehicles;	zero	emission	vehicles;	fuel
economy;	avoided	criteria	air	pollutants,	CO2	or	greenhouse	gas	emissions;	low	carbon,	renewable	or	clean	fuel;	and	other	credits	and
offsets	defined	under	any	applicable	vehicle	and	charging-related	private	or	governmental	program,	including,	without	limitation,	the
following	credits:	California	LEV	III	NMOG	+	NOx,	US	CAFE,	US	GHG,	US	Tier	3	NMOG	+	NOx,	Canada	GHG,	Quebec	ZEV,	EU	CO2
Pooling,	
and	
Switzerland	GHG	Credits
	and	Low	Carbon	Fuel	Standards	credits
.		Notwithstanding	any	of	the	foregoing	in	this	definition	or
any	other	provision	of	the	
Tenth	Amendment	or	the	
Credit	Agreement,	Vehicle	Environmental	Attributes	shall	not	include:	(i)	any	of	the
foregoing	obtained	by,	provided	to,	used	by	or	necessary	for	the	Company	or	any	of	its	Subsidiaries	to	conduct	any	of	its	operations	at	any
location;	or	(ii)	any	automotive	tax	credits.
“


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string_value:
“
Vendor	Liabilities	Reserve
”	shall	mean	a	reserve	established	by	the	Administrative	Agent	in	connection	with	the	accounts
payable	balance	owed	to	third-party	vendors	where	Inventory	of	the	Borrowers	is	physically	located	with	such	vendor.
“
Voting	Stock
”	shall	mean,	as	to	any	entity,	all	classes	of	Equity	Interests	of	such	entity	then	outstanding	and	normally	entitled
to	vote	in	the	election	of	directors	of	such	entity.
“
Weekly	Borrowing	Base	Period
”	shall	mean	any	period	(a)	commencing	on	the	date	on	which	(i)	a	Default	or	an	Event	of
Default	has	occurred	and	is	continuing	or	(ii)	(A)	Excess	Availability	is	less	than	the	greater	of	(1)	10%	of	Availability	as	then	in	effect	and
(2)	$80,000,000	for	five	consecutive	Business	Days	and	(B)	Designated	Cash	is	less	than	the	Liquidity	Threshold	and	(b)	ending	on	the	first
date	thereafter	on	which	(i)	no	Default	or	Event	of	Default	exists	and	(ii)	Excess	Availability	has	been	equal	to	or	greater	than	the	greater
of	(A)	10%	of	Availability	as	then	in	effect	and	(B)	$80,000,000	for	30	consecutive	days.
“
Wholly-Owned	Dutch	Subsidiary
”	shall	mean,	as	to	any	Person,	any	Dutch	Subsidiary	of	such	Person	that	is	a	Wholly-Owned
Subsidiary.
“
Wholly-Owned	Domestic	Subsidiary
”	shall	mean,	as	to	any	Person,	any	Domestic	Subsidiary	of	such	Person	that	is	a	Wholly-
Owned	Subsidiary.
“
Wholly-Owned	Foreign	Subsidiary
”	shall	mean,	as	to	any	Person,	any	Foreign	Subsidiary	of	such	Person	that	is	a	Wholly-
Owned	Subsidiary.
“


key: chroma:document
string_value:
Owned	Subsidiary.
“
Wholly-Owned	Subsidiary
”	shall	mean,	as	to	any	Person,	(i)	any	corporation	100%	of	whose	capital	stock	is	at	the	time	owned
by	such	Person	and/or	one	or	more	Wholly-Owned	Subsidiaries	of	such	Person	and	(ii)	any	partnership,	limited	liability	company,
association,	joint	venture	or	other	entity	in	which	such	Person	and/or	one	or	more	Wholly-Owned	Subsidiaries	of	such	Person	has	a	100%
equity	interest	at	such	time	(other	than,	in	the	case	of	a	Foreign	Subsidiary	of	the	Company	with	respect	to	the	preceding	clauses	(i)	and
(ii),	directors’	qualifying	shares	and/or	other	nominal	amounts	of	shares	required	to	be	held	by	Persons	other	than	the	Company	and	its
Subsidiaries	under	applicable	law);	
provided
,	
however
,	that	notwithstanding	anything	herein	to	the	contrary	and	other	than	as	used	in	the
77


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string_value:
defined	term	“Consolidated	Net	Income”
,	neither	SolarCity	nor	any	Subsidiary	of	SolarCity	shall	constitute	a	Wholly-Owned	Subsidiary	of
the	Company	or	any	Subsidiaries	of	the	Company.
“Wholly-Owned	UK	Subsidiary”	shall	mean,	as	to	any	Person,	any	UK	Subsidiary	of	such	Person	that	is	a	Wholly-Owned
Subsidiary.
“
Write-Down	and	Conversion	Powers
”	shall	mean,	
(a)
	
with	respect	to	any	EEA	Resolution	Authority,	the	Write-Down	and
Conversion	Powers	of	such	EEA	Resolution	Authority	from	time	to	time	under	the	Bail-In	Legislation	for	the	applicable	EEA	Member
Country,	which	Write-Down	And	Conversion	Powers	are	described	in	the	EU	Bail-In	Legislation	Schedule
.
,	and	(
b)	with	respect	to	the
United	Kingdom,	any	powers	of	the	applicable	Resolution	Authority	under	the	Bail-In	Legislation	to	cancel,	reduce,	modify	or	change	the
form	of	a	liability	of	any	UK	Financial	Institution	or	any	contract	or	instrument	under	which	that	liability	arises,	to	convert	all	or	part	of
that	liability	into	shares,	securities	or	obligations	of	that	person	or	any	other	person,	to	provide	that	any	such	contract	or	instrument	is	to
have	effect	as	if	a	right	had	been	exercised	under	it	or	to	suspend	any	obligation	in	respect	of	that	liability	or	any	of	the	powers	under	that
Bail-In	Legislation	that	are	related	to	or	ancillary	to	any	of	those	powers.
1.02.
Other	Definitional	Provisions
.		(a)		Unless	otherwise	specified	therein,	all	terms	defined	in	this	Agreement	shall	have


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string_value:
the	defined	meanings	when	used	in	the	other	Credit	Documents	or	any	certificate	or	other	document	made	or	delivered	pursuant	hereto	or
thereto.
(b)
As	used	herein	and	in	the	other	Credit	Documents,	and	any	certificate	or	other	document	made	or	delivered	pursuant
hereto	or	thereto,	(i)	accounting	terms	not	defined	in	Section	1.01	shall	have	the	respective	meanings	given	to	them	under	GAAP,	(ii)	the
words	“include”,	“includes”	and	“including”	shall	be	deemed	to	be	followed	by	the	phrase	“without	limitation”,	(iii)	the	word	“incur”	shall
be	construed	to	mean	incur,	create,	issue,	assume	or	become	liable	in	respect	of	(and	the	words	“incurred”	and	“incurrence”	shall	have
correlative	meanings),	(iv)	unless	the	context	otherwise	requires,	the	words	“asset”	and	“property”	shall	be	construed	to	have	the	same
meaning	and	effect	and	to	refer	to	any	and	all	tangible	and	intangible	assets	and	properties,	including	cash,	Equity	Interests,	securities,
revenues,	accounts,	leasehold	interests	and	contract	rights,	(v)	the	word	“will”	shall	be	construed	to	have	the	same	meaning	and	effect	as
the	word	“shall”,	and	(vi)	unless	the	context	otherwise	requires,	any	reference	herein	(A)	to	any	Person	shall	be	construed	to	include	such
Person’s	successors	and	assigns	and	(B)	to	the	Company	or	any	other	Credit	Party	shall	be	construed	to	include	the	Company	or	such
Credit	Party	as	debtor	and	debtor-in-possession	and	any	receiver	or	trustee	for	the	Company	or	any	other	Credit	Party,	as	the	case	may	be,
in	any	insolvency	or	liquidation	proceeding.
(c)


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string_value:
(c)
The	words	“hereof,”	“herein”	and	“hereunder”	and	words	of	similar	import,	when	used	in	this	Agreement,	shall	refer	to
this	Agreement	as	a	whole	and	not	to	any	particular	provision	of	this	Agreement,	and	Section,	Schedule	and	Exhibit	references	are	to	this
Agreement	unless	otherwise	specified.
(d)
The	meanings	given	to	terms	defined	herein	shall	be	equally	applicable	to	both	the	singular	and	plural	forms	of	such
terms.
(e)
Where	the	context	so	requires,	all	references	herein	to	a	financing	statement,	continuation	statement,	amendment	or
termination	statement	shall	be	deemed	to	refer	also	to	the	analogous	documents	used	under	applicable	Dutch	personal	property	security
laws.
1.03.
Rates.	The	Administrative	Agent	does	not	warrant	or	accept	any	responsibility	for,	and	shall	not	have	any	liability
with	respect	to,	the	administration,	submission	or	any	other	matter	related	to	the	London	interbank	offered	rate	or	other	rates	in	the
definition	of	“LIBOR	Rate”	or	with	respect	to	any
78


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string_value:
alternative	or	successor	rate	thereto,	or	replacement	rate	thereof	including,	without	limitation,	(i)	any	such	alternative,	successor	or
replacement	rate	implemented	pursuant	to	Section	2.10,	whether	upon	the	occurrence	of	a	Benchmark	Transition	Event,	Term	SOFR
Transition	Event	or	an	Early	Opt-in	Election,	and	(ii)	the	implementation	of	any	Benchmark	Replacement	Conforming	Changes	pursuant	to
Section	2.10,	including	whether	the	composition	or	characteristics	of	any	such	alternative,	successor	or	replacement	reference	rate	will	be
similar	to,	or	produce	the	same	value	or	economic	equivalence	of,	the	LIBO	Rate	or	have	the	same	volume	or	liquidity	as	did	the	London
interbank	offered	rate	or	any	other	applicable	rate	prior	to	its	discontinuance	or	unavailability.
SECTION	2.
Amount	and	Terms	of	Credit
.
2.01.
The	Commitments
.		(a)		Subject	to	and	upon	the	terms	and	conditions	set	forth	herein,	each	Lender	severally	agrees
to	make,	at	any	time	and	from	time	to	time	on	or	after	the	Effective	Date	and	prior	to	the	Final	Maturity	Date,	(x)	a	revolving	loan	or
revolving	loans	to	any	U.S.	Borrower	(on	a	joint	and	several	basis	with	the	other	U.S.	Borrowers)	(each,	a	“
U.S.	Borrower	Revolving	Loan
”
and,	collectively,	the	“
U.S.	Borrower	Revolving	Loans
”),	
and	
(y)	a	revolving	loan	or	revolving	loans	to	any	Dutch	Borrower	(on	a	joint	and
several	basis	with	the	other	Dutch	Borrowers)	(each,	a	“
Dutch	Borrower	Revolving	Loan
”	and,	collectively,	the	“
Dutch	Borrower	Revolving
Loans
”


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string_value:
Dutch	Borrower	Revolving
Loans
”
)	and	(z)	a	revolving	loan	or	revolving	loans	to	any	UK	Borrower	(on	a	joint	and	several	basis	with	the	other	UK	Borrowers)	(each,	a
“UK	Borrower	Revolving	Loan”	and,	collectively,	the	“UK	Borrower	Revolving	Loans
	
and,	together	with	the	U.S.	
Borrower	Revolving	Loans
and	the	Dutch
	Borrower	Revolving	Loans,	each,	a	“
Revolving	Loan
”	and,	collectively,	the	“
Revolving	Loans
”),	which	Revolving	Loans:
(i)
shall	be	made	and	maintained	in	an	Available	Currency;
(ii)
except	as	hereafter	provided,	shall,	at	the	option	of	the	applicable	Borrower,	be	incurred	and	maintained	as,
and/or	converted	into,	Base	Rate	Loans	(in	the	case	of	U.S.	Dollar	Denominated	Revolving	Loans	only)		or	LIBOR	Loans;
provided
	that,	except	as	otherwise	specifically	provided	in	Section	2.10(
b
c
),	all	Revolving	Loans	comprising	the	same	Borrowing
shall	at	all	times	be	of	the	same	Type;
(iii)
may	be	repaid	and	reborrowed	in	accordance	with	the	provisions	hereof;
(iv)
shall	not	be	made	(and	shall	not	be	required	to	be	made)	by	any	Lender	in	any	instance	where	the
incurrence	thereof	(after	giving	effect	to	the	use	of	the	proceeds	thereof	on	the	date	of	the	incurrence	thereof	to	repay	any
amounts	theretofore	outstanding	pursuant	to	this	Agreement)	would	cause	the	Individual	Exposure	of	such	Lender	to	exceed
the	amount	of	its	Revolving	Loan	Commitment	at	such	time;
(v)


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string_value:
(v)
shall	not	be	made	(and	shall	not	be	required	to	be	made)	by	any	Lender	in	any	instance	where	the
incurrence	thereof	(after	giving	effect	to	the	use	of	the	proceeds	thereof	on	the	date	of	the	incurrence	thereof	to	repay	any
amounts	theretofore	outstanding	pursuant	to	this	Agreement)	would	cause	the	Aggregate	Exposure	to	exceed	the	Total
Revolving	Loan	Commitment	as	then	in	effect;
(vi)
except	as	otherwise	provided	in	Section	2.01(e),	in	the	case	of	U.S.	Borrower	Revolving	Loans,	shall	not	be
made	(and	shall	not	be	required	to	be	made)	by	any	Lender	in	any	instance	where	the	incurrence	thereof	(after	giving	effect	to
the	use	of	the	proceeds	thereof	on	the	date	of	incurrence	thereof	to	repay	any	amounts	theretofore	outstanding	pursuant	to	this
Agreement)	would	cause	the	Aggregate	U.S.	Borrower	Exposure	to	exceed	the	U.S.	Borrowing	Base	at	such	time;
79


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string_value:
(vii)
except	as	otherwise	provided	in	Section	2.01(e),	in	the	case	of	Dutch	Borrower	Revolving	Loans,	shall	not
be	made	(and	shall	not	be	required	to	be	made)	by	any	Lender	in	any	instance	where	the	incurrence	thereof	(after	giving	effect
to	the	use	of	the	proceeds	thereof	on	the	date	of	incurrence	thereof	to	repay	any	amounts	theretofore	outstanding	pursuant	to
this	Agreement)	would	cause	the	Aggregate	Dutch	Borrower	Exposure	to	exceed	the	Dutch	Borrowing	Base	at	such	time;	and
(viii)
except	as	otherwise	provided	in	Section	2.01(e),	in	the	case	of	UK	Borrower	Revolving	Loans,
	
shall	not	be
made	(and	shall	not	be	required	to	be	made)	by	any	Lender	
during	a	Reduced	Availability	Period	
in	any	instance	where	the
incurrence	thereof	(after	giving	effect	to	the	use	of	the	proceeds	thereof	on	the	date	of	incurrence	thereof	to	repay	any	amounts
theretofore	outstanding	pursuant	to	this	Agreement)	would	cause	
Excess	Availability	to	be	less	than	10%	of	Availability
the
Aggregate	UK	Borrower	Exposure	to	exceed	the	UK	Borrowing	Base
	at	such	time.
(b)
Subject	to	and	upon	the	terms	and	conditions	set	forth	herein,	the	Swingline	Lender	agrees	to	make,	at	any	time	and
from	time	to	time	on	or	after	the	Effective	Date	and	prior	to	the	Swingline	Expiry	Date,	(x)	a	revolving	loan	or	revolving	loans	to	any	U.S.
Borrower	(on	a	joint	and	several	basis	with	the	other	U.S.	Borrowers)	(each,	a	“
U.S.	Borrower	Swingline	Loan
”	and,	collectively,	the	“
U.S.
Borrower	Swingline	Loans


key: chroma:document
string_value:
U.S.
Borrower	Swingline	Loans
”)	and	(y)	a	revolving	loan	or	revolving	loans	to	any	Dutch	Borrower	(on	a	joint	and	several	basis	with	the	other
Dutch	Borrowers)	(each,	a	“
Dutch	Borrower	Swingline	Loan
”	and,	collectively,	the	“
Dutch	Borrower	Swingline	Loans
”	and,	together	with
the	U.S.	Borrower	Swingline	Loans,	each,	a	“
Swingline	Loan
”	and,	collectively,	the	“
Swingline	Loans
”),	which	Swingline	Loans:
(i)
shall	be	made	and	maintained	in	U.S.	Dollars;
(ii)
shall	be	incurred	and	maintained	as	Base	Rate	Loans;
(iii)
may	be	repaid	and	reborrowed	in	accordance	with	the	provisions	hereof;
(iv)
shall	not	be	made	(and	shall	not	be	required	to	be	made)	by	the	Swingline	Lender	in	any	instance	where	the
incurrence	thereof	(after	giving	effect	to	the	use	of	the	proceeds	thereof	on	the	date	of	the	incurrence	thereof	to	repay	any
amounts	theretofore	outstanding	pursuant	to	this	Agreement)	would	cause	the	Aggregate	Exposure	to	exceed	the	Total
Revolving	Loan	Commitment	as	then	in	effect;
(v)
in	the	case	of	U.S.	Borrower	Swingline	Loans,	shall	not	be	made	(and	shall	not	be	required	to	be	made)	by
the	Swingline	Lender	in	any	instance	where	the	incurrence	thereof	(after	giving	effect	to	the	use	of	the	proceeds	thereof	on	the
date	of	incurrence	thereof	to	repay	any	amounts	theretofore	outstanding	pursuant	to	this	Agreement)	would	cause	the
Aggregate	U.S.	Borrower	Exposure	to	exceed	the	U.S.	Borrowing	Base	at	such	time;
(vi)


key: chroma:document
string_value:
(vi)
in	the	case	of	Dutch	Borrower	Swingline	Loans,	shall	not	be	made	(and	shall	not	be	required	to	be	made)	by
the	Swingline	Lender	in	any	instance	where	the	incurrence	thereof	(after	giving	effect	to	the	use	of	the	proceeds	thereof	on	the
date	of	incurrence	thereof	to	repay	any	amounts	theretofore	outstanding	pursuant	to	this	Agreement)	would	cause	the
Aggregate	Dutch	Borrower	Exposure	to	exceed	the	Dutch	Borrowing	Base	at	such	time;
	and
(vii)
shall	not	exceed	in	aggregate	principal	amount	at	any	time	outstanding	the	Maximum	Swingline	Amount
;
and
.
80


key: chroma:document
string_value:
(viii)
shall	not	be	made	(and	shall	not	be	required	to	be	made)	by	the	Swingline	Lender	during	a	Reduced
Availability	Period	in	any	instance	where	the	incurrence	thereof	(after	giving	effect	to	the	use	of	the	proceeds	thereof	on	the
date	of	incurrence	thereof	to	repay	any	amounts	theretofore	outstanding	pursuant	to	this	Agreement)	would	cause	Excess
Availability	to	be	less	than	10%	of	Availability	at	such	time.
Notwithstanding	anything	to	the	contrary	contained	in	this	Section	2.01(b),	the	Swingline	Lender	shall	not	make	any	Swingline
Loan	after	it	has	received	written	notice	from	any	Borrower,	any	other	Credit	Party	or	the	Required	Lenders	stating	that	a	Default	or	an
Event	of	Default	exists	and	is	continuing	until	such	time	as	the	Swingline	Lender	shall	have	received	written	notice	(A)	of	rescission	of	all
such	notices	from	the	party	or	parties	originally	delivering	such	notice	or	notices	or	(B)	of	the	waiver	of	such	Default	or	Event	of	Default
by	the	Required	Lenders.
(c)
On	any	Business	Day,	the	Swingline	Lender	or	the	Administrative	Agent,	as	the	case	may	be,	may,	in	its	sole	discretion
give	notice	to	the	Lenders	that	the	Swingline	Lender’s	outstanding	Swingline	Loans	or	the	Administrative	Agent’s	outstanding	Agent
Advances,	as	the	case	may	be,	shall	be	funded	with	one	or	more	Borrowings	of	Revolving	Loans	to	be	made	to,	and	maintained	by,	the
relevant	Borrower	of	the	outstanding	Swingline	Loan	or	Agent	Advance	being	funded	by	such	Revolving	Loan	in	U.S.	Dollars	(
provided


key: chroma:document
string_value:
provided
that	such	notice	shall	be	deemed	to	have	been	given	no	later	than	the	fifth	Business	Day	after	the	making	of	any	Swingline	Loan	(if	not
given	earlier)	and	shall	be	deemed	to	have	been	automatically	given	upon	the	occurrence	of	a	Default	or	an	Event	of	Default	under	Section
11.05	or	upon	the	exercise	of	any	of	the	remedies	provided	in	the	last	paragraph	of	Section	11),	in	which	case	one	or	more	Borrowings	of
Revolving	Loans	in	U.S.	Dollars	constituting	Base	Rate	Loans	(any	such	Borrowing,	a	“
Mandatory	Borrowing
”)	shall	be	made	on	the
immediately	succeeding	Business	Day	by	all	Lenders	pro	rata	based	on	each	such	Lender’s	RL	Percentage	(determined	before	giving	effect
to	any	termination	of	the	Revolving	Loan	Commitments	pursuant	to	the	last	paragraph	of	Section	11)	and	the	proceeds	thereof	shall	be
applied	directly	by	the	Swingline	Lender	or	the	Administrative	Agent,	as	the	case	may	be,	to	repay	the	Swingline	Lender	or	the
Administrative	Agent,	as	the	case	may	be,	for	such	outstanding	Swingline	Loans	or	Agent	Advances.		Each	Lender	hereby	irrevocably
agrees	to	make	Revolving	Loans	upon	one	Business	Day’s	notice	pursuant	to	each	Mandatory	Borrowing	in	the	amount	and	in	the	manner
specified	in	the	preceding	sentence	and	on	the	date	specified	in	writing	by	the	Swingline	Lender	or	the	Administrative	Agent,	as	the	case
may	be,	notwithstanding	(i)	the	amount	of	the	Mandatory	Borrowing	may	not	comply	with	the	Minimum	Borrowing	Amount	otherwise
required	hereunder,	(ii)	whether	any	conditions	specified	in	Section	7	are	then	satisfied,	(iii)	whether	a	Default	or	an	Event	of	Default	then


key: chroma:document
string_value:
exists,	(iv)	the	date	of	such	Mandatory	Borrowing
,
	
and
	
(v)	the	amount	of	any	Borrowing	Base	or	the	Total	Revolving	Loan	Commitment	at
such	time
	and	(vi)	during	a	Reduced	Availability	Period,	Excess	Availability	after	giving	effect	to	such	Loans
.		In	the	event	that	any
Mandatory	Borrowing	cannot	for	any	reason	be	made	on	the	date	otherwise	required	above	(including	as	a	result	of	the	commencement	of
a	proceeding	under	the	Bankruptcy	Code	with	respect	to	any	Borrower	(including	under	any	Dutch	Insolvency	Law)),	then	each	Lender
hereby	agrees	that	it	shall	forthwith	purchase	(as	of	the	date	the	Mandatory	Borrowing	would	otherwise	have	occurred,	but	adjusted	for
any	payments	received	from	any	Borrower	on	or	after	such	date	and	prior	to	such	purchase)	from	the	Swingline	Lender	or	the
Administrative	Agent,	as	the	case	may	be,	such	participations	in	the	outstanding	Swingline	Loans	or	Agent	Advances,	as	the	case	may	be,
as	shall	be	necessary	to	cause	the	Lenders	to	share	in	such	Swingline	Loans	or	Agent	Advances,	as	the	case	may	be,	ratably	based	upon
their	respective	RL	Percentages	(determined	before	giving	effect	to	any	termination	of	the	Revolving	Loan	Commitments	pursuant	to	the
last	paragraph	of	Section	11),	
provided
	that	(x)	all	interest	payable	on	the	Swingline	Loans	or	Agent	Advances,	as	the	case	may	be,	shall
be	for	the	account	of	the	Swingline	Lender	or	the	Administrative	Agent,	as	the	case	may	be,	until	the	date	as	of	which	the	respective
participation	is	required	to	be	purchased	and,	to	the	extent	attributable	to	the	purchased	participation,	shall	be	payable	to	the	participant


key: chroma:document
string_value:
sentence	is	actually	made,	the	purchasing	Lender	shall	be	required	to	pay	the	Swingline	Lender	or	the	Administrative	Agent,	as	the	case
may	be,	interest	on	the	principal	amount	of	the	participation	purchased	for	each	day	from	and	including	the	day	upon	which	the
Mandatory	Borrowing	would	otherwise	have	occurred	to	but	excluding	the	date	of	payment	for	such	participation	at	the	overnight	Federal
Funds	Rate	for	the	first	three	days	and	at	the	interest	rate	otherwise	applicable	to	such	Revolving	Loans	denominated	in	U.S.	Dollars,	in
each	case	maintained	as	Base	Rate	Loans	hereunder	for	each	day	thereafter.
(d)
Notwithstanding	anything	to	the	contrary	in	Section	2.01(a)	or	(b)	or	elsewhere	in	this	Agreement,	the	Administrative
Agent	shall	have	the	right	to	establish	Reserves	in	such	amounts,	and	with	respect	to	such	matters,	but	subject	to	the	limitations	contained
in	the	definitions	of	“Reserves”,	“Eligible	Accounts”,	“Eligible	Inventory”,	“Eligible	Machinery	and	Equipment”	and	“Eligible	Real
Property”	herein,	as	the	Administrative	Agent	in	its	Permitted	Discretion	shall	deem	necessary	or	appropriate,	against	the	U.S.	Borrowing
Base	or	the	Dutch	Borrowing	Base	
or	the	UK	Borrowing	Base	(as	the	case	may	be)
	(which	Reserves	shall	reduce	the	then	existing
applicable	Borrowing	Base	in	an	amount	equal	to	such	Reserves).
(e)
(i)	In	the	event	that	the	Borrowers	are	unable	to	comply	with	any	Borrowing	Base	limitations	set	forth	in	Section
2.01(a)	or	(b)	or	(ii)	the	Borrowers	are	unable	to	satisfy	the	conditions	precedent	to	the	making	of	Revolving	Loans	set	forth	in	Section	7,


key: chroma:document
string_value:
in	either	case,	the	Lenders,	subject	to	the	immediately	succeeding	proviso,	hereby	authorize	the	Administrative	Agent,	for	the	account	of
the	Lenders,	to	make	U.S.	Borrower	Revolving	Loans	to	any	U.S.	Borrower	(on	a	joint	and	several	basis	with	the	other	U.S.	Borrowers)	or
Dutch	Borrower	Revolving	Loans	to	any	Dutch	Borrower	(on	a	joint	and	several	basis	with	the	other	Dutch	Borrowers)	
or	UK	Borrower
Revolving	Loans	to	any	UK	Borrower	(on	a	joint	and	several	basis	with	the	other	UK	Borrowers)
	solely	in	the	event	that	the	Administrative
Agent	in	its	Permitted	Discretion	deems	necessary	or	desirable	(A)	to	preserve	or	protect	the	Collateral,	or	any	portion	thereof,	(B)	to
enhance	the	likelihood	of	repayment	of	the	Obligations,	or	(C)	to	pay	any	other	amount	chargeable	to	the	Borrowers	pursuant	to	the	terms
of	this	Agreement	and	then	due,	including	Expenses	and	Fees,	which	Revolving	Loans	may	only	be	made	in	U.S.	Dollars	as	Base	Rate
Loans	(each,	an	“
Agent	Advance
”)	for	a	period	commencing	on	the	date	the	Administrative	Agent	first	receives	a	Notice	of	Borrowing
requesting	an	Agent	Advance	until	the	earliest	of	(x)	the	30th	Business	Day	after	such	date,	(y)	the	date	the	respective	Borrowers	are
again	able	to	comply	with	the	applicable	Borrowing	Base	limitations	and	the	conditions	precedent	to	the	making	of	Revolving	Loans,	or
obtain	an	amendment	or	waiver	with	respect	thereto	and	(z)	the	date	the	Required	Lenders	instruct	the	Administrative	Agent	to	cease
making	Agent	Advances	(in	each	case,	the	“
Agent	Advance	Period


key: chroma:document
string_value:
Agent	Advance	Period
”);	
provided
	that	the	Administrative	Agent	shall	not	make	any	Agent
Advance	to	any	U.S.	Borrower
	or
,
	
Dutch	Borrower	
or	UK	Borrower
	
to	the	extent	that	at	the	time	of	the	making	of	such	Agent	Advance,	the
amount	of	such	Agent	Advance	(I)	when	added	to	the	aggregate	outstanding	amount	of	all	other	Agent	Advances	made	to	(x)	the	U.S.
Borrowers	at	such	time,	would	exceed	5%	of	the	U.S.	Borrowing	Base	at	such	time
	or
,
	
(y)	the	Dutch	Borrowers	at	such	time,	would	exceed
5%	of	the	Dutch	Borrowing	Base	at	such	time	or	
(z)	the	UK	Borrowers	at	such	time,	would	exceed	5%	of	the	UK	Borrowing	Base	at	such
time	or
	(II)	when	added	to	the	Aggregate	Exposure	as	then	in	effect	(immediately	prior	to	the	incurrence	of	such	Agent	Advance),	would
exceed	the	Total	Revolving	Loan	Commitment	at	such	time.		Agent	Advances	may	be	made	by	the	Administrative	Agent	in	its	sole
discretion	and	no	Borrower	shall	have	any	right	whatsoever	to	require	that	any	Agent	Advances	be	made.		Agent	Advances	will	be	subject
to	periodic	settlement	with	the	Lenders	pursuant	to	Section	2.01(c).
(f)
If	the	Initial	Maturity	Date	shall	have	occurred	at	a	time	when	
2023	Extended	Revolving	Loan	Commitments	or
Extended	Revolving	Loan	Commitments	are	in	effect,	then	on	the	Initial	Maturity	Date	all	then	outstanding	Swingline	Loans	shall	be
repaid	in	full	on	such	date	(and	there	shall	be	no	adjustment	to	the	participations	in	such	Swingline	Loans	as	a	result	of	the	occurrence	of


key: chroma:document
string_value:
such	Initial	Maturity	Date)	or	refinanced	with	a	borrowing	of	
a	2023	Extended	Revolving	Loan	or	
an	Extended
82


key: chroma:document
string_value:
Revolving	Loan;	
provided
	that,	if	on	the	occurrence	of	the	Initial	Maturity	Date	(after	giving	effect	to	any	repayments	of	Revolving	Loans
and	any	reallocation	of	Letter	of	Credit	participations	as	contemplated	in	Section	3.07),	there	shall	exist	sufficient	unutilized	
2023
Extended	Revolving	Loan	Commitments	and	
Extended	Revolving	Loan	Commitments	so	that	the	respective	outstanding	Swingline	Loans
could	be	incurred	pursuant	to	the	
2023	
Extended	Revolving	Loan	
Commitments	and	Extended	Revolving	Loan	
Commitments	which	will
remain	in	effect	after	the	occurrence	of	the	Initial	Maturity	Date,	then	there	shall	be	an	automatic	adjustment	on	such	date	of	the
participations	in	such	Swingline	Loans	and	same	shall	be	deemed	to	have	been	incurred	solely	pursuant	to	the	
2023	Extended	Revolving
Loan	Commitments	and	the	
Extended	Revolving	Loan	Commitments	and	such	Swingline	Loans	shall	not	be	so	required	to	be	repaid	in	full
on	the	Initial	Maturity	Date.
(g)
If	the	2023	Extended	Maturity	Date	shall	have	occurred	at	a	time	when	Extended	Revolving	Loan
Commitments	are	in	effect,	then	on	the	2023	Extended	Maturity	Date	all	then	outstanding	Swingline	Loans	shall	be	repaid	in	full	on
such	date	(and	there	shall	be	no	adjustment	to	the	participations	in	such	Swingline	Loans	as	a	result	of	the	occurrence	of	the	2023
Extended	Maturity	Date)	or	refinanced	with	a	borrowing	of	an	Extended	Revolving	Loan;	
provided
	that,	if	on	the	occurrence	of	the
2023	Extended	Maturity	Date	(after	giving	effect	to	any	repayments	of	Revolving	Loans	and	any	reallocation	of	Letter	of	Credit


key: chroma:document
string_value:
participations	as	contemplated	in	Section	3.07),	there	shall	exist	sufficient	unutilized	Extended	Revolving	Loan	Commitments	so	that
the	respective	outstanding	Swingline	Loans	could	be	incurred	pursuant	the	Extended	Revolving	Loan	Commitments	which	will	remain
in	effect	after	the	occurrence	of	the	2023	Extended	Maturity	Date,	then	there	shall	be	an	automatic	adjustment	on	such	date	of	the
participations	in	such	Swingline	Loans	and	same	shall	be	deemed	to	have	been	incurred	solely	pursuant	to	the	Extended	Revolving
Loan	Commitments	and	such	Swingline	Loans	shall	not	be	so	required	to	be	repaid	in	full	on	the	2023	Extended	Maturity	Date.
2.02.
Minimum	Amount	of	Each	Borrowing
.		The	aggregate	principal	amount	of	each	Borrowing	of	Loans	of	a	specific
Type	and	currency	shall	not	be	less	than	the	Minimum	Borrowing	Amount	applicable	to	Loans	made	in	such	currency	and	of	such
Type.		More	than	one	Borrowing	may	occur	on	the	same	date,	but	at	no	time	shall	there	be	outstanding	more	than	
ten
fifteen
	Borrowings	of
LIBOR	Loans	(or	such	greater	number	of	Borrowings	of	LIBOR	Loans	as	may	be	agreed	to	from	time	to	time	by	the	Administrative	Agent)
in	the	aggregate	for	all	LIBOR	Loans.
2.03.
Notice	of	Borrowing
.		(a)		Whenever	a	Borrower	desires	to	incur	(x)	LIBOR	Loans	hereunder,	such	Borrower	shall
give	the	Administrative	Agent	written	notice	or	telephonic	notice	promptly	confirmed	in	writing	to	the	Notice	Office,	which	notice	must	be


key: chroma:document
string_value:
received	by	the	Administrative	Agent	prior	to	2:00	P.M.	(New	York	City	time)	at	least	three	Business	Days’	(or	four	Business	Days’	in	the
case	of	Loans	denominated	in	Euros	or	an	Acceptable	Foreign	Currency)	prior	to	the	requested	date	of	Borrowing	of	each	such	LIBOR
Loan	to	be	incurred	hereunder,	and	(y)	Base	Rate	Loans	hereunder	(including	Agent	Advances,	but	excluding	Swingline	Loans	and
Revolving	Loans	made	pursuant	to	a	Mandatory	Borrowing),	such	Borrower	shall	give	the	Administrative	Agent	written	notice	or
telephonic	notice	promptly	confirmed	in	writing	to	the	Notice	Office,	which	notice	must	be	received	by	the	Administrative	Agent	prior	to
2:00	P.M.	(New	York	City	time)	at	least	one	Business	Day	prior	to	the	requested	date	of	Borrowing	of	each	such	Base	Rate	Loan	to	be
incurred	hereunder.		Each	such	notice	(each,	a	“
Notice	of	Borrowing
”),	except	as	otherwise	expressly	provided	in	Section	2.10,	shall	be
irrevocable	and	shall	be	in	writing,	or	by	telephone	promptly	confirmed	in	writing,	in	the	form	of	
Exhibit	A-1
,	appropriately	completed	to
specify:		(i)	the	aggregate	principal	amount	of	the	Revolving	Loans	to	be	incurred	pursuant	to	such	Borrowing	(stated	in	the	Available
Currency	in	which	such	Revolving	Loan	is	to	be	made),	(ii)	the	date	of	such	Borrowing	(which	shall	be	a	Business	Day),	(iii)	whether	the
Revolving	Loans	made	pursuant	to	such	Borrowing	constitute	Agent	Advances	(it	being	understood	that	the	Administrative	Agent	shall	be


key: chroma:document
string_value:
under	no	obligation	to	make	such	Agent	Advance),	(iv)	in	the	case	of	U.S.	Dollar	Denominated	Revolving	Loans,	whether	the	Revolving
Loans	being
83


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string_value:
incurred	pursuant	to	such	Borrowing	are	to	be	initially	maintained	as	Base	Rate	Loans	or,	to	the	extent	permitted	hereunder,	LIBOR	Loans
and,	if	LIBOR	Loans,	the	initial	Interest	Period	to	be	applicable	thereto	and	(v)	the	applicable	Borrowing	Base	at	such	time.		Except	in	the
case	of	Agent	Advances,	the	Administrative	Agent	shall	promptly	give	each	Lender	notice	of	such	proposed	Borrowing,	of	such	Lender’s
proportionate	share	thereof	and	of	the	other	matters	required	by	the	immediately	preceding	sentence	to	be	specified	in	the	Notice	of
Borrowing.
(b)
(i)
Whenever	a	Borrower	desires	to	incur	Swingline	Loans	hereunder,	such	Borrower	shall	give	the	Swingline
Lender	no	later	than	2:00	P.M.	(New	York	City	time)	on	the	date	that	a	Swingline	Loan	is	to	be	incurred,	written	notice	or	telephonic
notice	promptly	confirmed	in	writing	of	each	Swingline	Loan	to	be	incurred	hereunder.		Each	such	notice	shall	be	irrevocable	and	specify
in	each	case	(A)	the	date	of	Borrowing	(which	shall	be	a	Business	Day)	and	(B)	the	aggregate	principal	amount	of	the	Swingline	Loans	to
be	incurred	pursuant	to	such	Borrowing.
(ii)
Mandatory	Borrowings	shall	be	made	upon	the	notice	specified	in	Section	2.01(c),	with	each	Borrower
irrevocably	agreeing,	by	its	incurrence	of	any	Swingline	Loan	or	Agent	Advance,	to	the	making	of	the	Mandatory	Borrowings	as
set	forth	in	Section	2.01(c).
(c)
Without	in	any	way	limiting	the	obligation	of	any	Borrower	to	confirm	in	writing	any	telephonic	notice	of	any


key: chroma:document
string_value:
Borrowing	or	prepayment	of	Loans,	the	Administrative	Agent	or	the	Swingline	Lender,	as	the	case	may	be,	may	act	without	liability	upon
the	basis	of	telephonic	notice	of	such	Borrowing	or	prepayment,	as	the	case	may	be,	believed	by	the	Administrative	Agent	or	the	Swingline
Lender,	as	the	case	may	be,	in	good	faith	to	be	from	an	Authorized	Officer	of	such	Borrower,	prior	to	receipt	of	written	confirmation.		In
each	such	case,	such	Borrower	hereby	waives	the	right	to	dispute	the	Administrative	Agent’s	or	the	Swingline	Lender’s	record	of	the
terms	of	such	telephonic	notice	of	such	Borrowing	or	prepayment	of	Loans,	as	the	case	may	be,	absent	manifest	error.
2.04.
Disbursement	of	Funds
.		No	later	than	3:00	P.M.	(New	York	City	time)	on	the	date	specified	in	each	Notice	of
Borrowing	(or	(x)	in	the	case	of	Swingline	Loans,	no	later	than	4:00	P.M.	(New	York	City	time)	on	the	date	specified	pursuant	to	Section
2.03(b)	or	(y)	in	the	case	of	Mandatory	Borrowings,	no	later	than	3:00	P.M.	(New	York	City	time)	on	the	date	specified	in	Section	2.01(c)),
each	Lender	will	make	available	its	pro	rata	portion	(determined	in	accordance	with	Section	2.07)	of	each	such	Borrowing	requested	to	be
made	on	such	date	(or	in	the	case	of	Swingline	Loans,	the	Swingline	Lender	will	make	available	the	full	amount	thereof).		All	such	amounts
will	be	made	available	in	U.S.	Dollars	(in	the	case	of	Loans	denominated	in	U.S.	Dollars),	in	Euros	(in	the	case	of	Euro	Denominated	Loans)


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or	in	the	applicable	Acceptable	Foreign	Currency	(in	the	case	of	Foreign	Currency	Denominated	Loans),	as	the	case	may	be,	and	in
immediately	available	funds	at	the	Payment	Office,	and	the	Administrative	Agent	will,	except	in	the	case	of	Revolving	Loans	made
pursuant	to	a	Mandatory	Borrowing	or	as	otherwise	provided	in	the	last	sentence	of	Section	3.05(a),	make	available	to	the	relevant
Borrower	or	Borrowers	to	such	account	as	the	applicable	Borrower	or	Borrowers	may	specify	in	writing	to	the	Administrative	Agent	prior
to	the	requested	Borrowing	date,	the	aggregate	of	the	amounts	so	made	available	by	the	Lenders;	
provided
	that,	if,	on	the	date	of	a
Borrowing	of	Revolving	Loans	(other	than	a	Mandatory	Borrowing),	there	are	Unpaid	Drawings	or	Swingline	Loans	then	outstanding,	then
the	proceeds	of	such	Borrowing	shall	be	applied,	
first
,	to	the	payment	in	full	of	any	such	Unpaid	Drawings	with	respect	to	Letters	of
Credit,	
second
,	to	the	payment	in	full	of	any	such	Swingline	Loans,	and	
third
,	to	the	relevant	Borrower	as	otherwise	provided
above.		Unless	the	Administrative	Agent	shall	have	been	notified	by	any	Lender	prior	to	the	date	of	Borrowing	that	such	Lender	does	not
intend	to	make	available	to	the	Administrative	Agent	such	Lender’s	portion	of	any	Borrowing	to	be	made	on	such	date,	the	Administrative
Agent	may	assume	that	such	Lender	has	made	such	amount	available	to	the	Administrative	Agent	on	such	date	of	Borrowing	and	the
Administrative	Agent	may	(but	shall	not	be	obligated	to),	in	reliance	upon	such	assumption,	make
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available	to	the	relevant	Borrower	or	Borrowers	a	corresponding	amount.		If	such	corresponding	amount	is	not	in	fact	made	available	to
the	Administrative	Agent	by	such	Lender,	the	Administrative	Agent	shall	be	entitled	to	recover	such	corresponding	amount	on	demand
from	such	Lender.		If	such	Lender	does	not	pay	such	corresponding	amount	forthwith	upon	the	Administrative	Agent’s	demand	therefor,
the	Administrative	Agent	shall	promptly	notify	the	relevant	Borrower	or	Borrowers,	and	the	relevant	Borrower	or	Borrowers	shall
promptly	(but	in	any	event	within	one	Business	Day)	pay	such	corresponding	amount	to	the	Administrative	Agent.		The	Administrative
Agent	also	shall	be	entitled	to	recover	on	demand	from	such	Lender	or	the	relevant	Borrower	or	Borrowers,	as	the	case	may	be,	interest
on	such	corresponding	amount	in	respect	of	each	day	from	the	date	such	corresponding	amount	was	made	available	by	the	Administrative
Agent	to	the	relevant	Borrower	or	Borrowers	until	the	date	such	corresponding	amount	is	recovered	by	the	Administrative	Agent,	at	a	rate
per	annum	equal	to	(i)	if	recovered	from	such	Lender,	the	overnight	Federal	Funds	Rate	(or,	in	the	case	of	Euro	Denominated	Loans	or
Foreign	Currency	Denominated	Loans,	the	cost	to	the	Administrative	Agent	of	acquiring	overnight	funds	in	the	applicable	Foreign
Currency)	for	the	first	three	days	and	at	the	interest	rate	otherwise	applicable	to	such	Loans	for	each	day	thereafter	and	(ii)	if	recovered
from	the	relevant	Borrower	or	Borrowers,	the	rate	of	interest	applicable	to	the	respective	Borrowing,	as	determined	pursuant	to	Section


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2.08.		Nothing	in	this	Section	2.04	shall	be	deemed	to	relieve	any	Lender	from	its	obligation	to	make	Loans	hereunder	or	to	prejudice	any
rights	which	any	Borrower	may	have	against	any	Lender	as	a	result	of	any	failure	by	such	Lender	to	make	Loans	hereunder.
2.05.
Notes	
.		Each	Borrower’s	obligation	to	pay	the	principal	of,	and	interest	on,	the	Loans	made	by	each	Lender	shall	be
evidenced	in	the	Register	maintained	by	the	Administrative	Agent	pursuant	to	Section	
13.15
13.16
	and	shall,	if	requested	by	such	Lender,
also	be	evidenced	(i)	in	the	case	of	U.S.	Borrower	Revolving	Loans,	by	a	promissory	note	duly	executed	and	delivered	by	each	U.S.
Borrower	substantially	in	the	form	of	
Exhibit	B-1
,	with	blanks	appropriately	completed	in	conformity	herewith	(each,	a	“
U.S.	Borrower
Revolving	Note
”	and,	collectively,	the	“
U.S.	Borrower	Revolving	Notes
”),	(ii)	in	the	case	of	Dutch	Borrower	Revolving	Loans,	by	a
promissory	note	duly	executed	and	delivered	by	each	Dutch	Borrower	substantially	in	the	form	of	
Exhibit	B-2
,	with	blanks	appropriately
completed	in	conformity	herewith	(each,	a	“
Dutch	Borrower	Revolving	Note
”	and,	collectively,	the	“
Dutch	Borrower	Revolving	Notes
”
)	(iii)
in	the	case	of	UK	Borrower	Revolving	Loans,	by	a	promissory	note	duly	executed	and	delivered	by	each	UK	Borrower	substantially	in	the


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form	of	Exhibit	B-5,	with	blanks	appropriately	completed	in	conformity	herewith	(each,	a	“UK	Borrower	Revolving	Note”	and,	collectively,
the	“UK	Borrower	Revolving	Notes
	
and,	together	with	
the	Dutch	Borrower	Revolving	Notes	and
	the	U.S.	Borrower	Revolving	Notes,	the
“
Revolving	Notes
”),	(iii)	in	the	case	of	U.S.	Borrower	Swingline	Loans,	by	a	promissory	note	duly	executed	and	delivered	by	each	U.S.
Borrower	substantially	in	the	form	of	
Exhibit	B-3
,	with	blanks	appropriately	completed	in	conformity	herewith	(the	“
U.S.	Borrower
Swingline	Note
”),	and	(iv)	in	the	case	of	Dutch	Borrower	Swingline	Loans,	by	a	promissory	note	duly	executed	and	delivered	by	each
Dutch	Borrower	substantially	in	the	form	of	
Exhibit	B-4
,	with	blanks	appropriately	completed	in	conformity	herewith	(each,	a	“
Dutch
Borrower	Swingline	Note
”	and,	together	with	the	U.S.	Borrower	Swingline	Note,	the	“
Swingline	Notes
”).
(a)
Each	Lender	will	note	on	its	internal	records	the	amount	of	each	Loan	made	by	it	and	each	payment	in	respect	thereof
and	prior	to	any	transfer	of	any	of	its	Notes	will	endorse	on	the	reverse	side	thereof	the	outstanding	principal	amount	of	Loans	evidenced
thereby.		Failure	to	make	any	such	notation	or	any	error	in	such	notation	shall	not	affect	any	Borrower’s	obligations	in	respect	of	such
Loans.
(b)
Notwithstanding	anything	to	the	contrary	contained	above	in	this	Section	2.05	or	elsewhere	in	this	Agreement,	Notes


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shall	only	be	delivered	to	Lenders	which	at	any	time	specifically	request	the	delivery	of	such	Notes.		No	failure	of	any	Lender	to	request,
obtain,	maintain	or	produce	a	Note	evidencing	its	Loans	to	any	Borrower	shall	affect,	or	in	any	manner	impair,	the	obligations	of	any
Borrower	to	pay	the	Loans	(and	all	related	Obligations)	incurred	by	such	Borrower	which	would
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otherwise	be	evidenced	thereby	in	accordance	with	the	requirements	of	this	Agreement,	and	shall	not	in	any	way	affect	the	security	or
guaranties	therefor	provided	pursuant	to	any	Credit	Document.		Any	Lender	which	does	not	have	a	Note	evidencing	its	outstanding	Loans
shall	in	no	event	be	required	to	make	the	notations	otherwise	described	in	preceding	clause	(b).		At	any	time	when	any	Lender	requests
the	delivery	of	a	Note	to	evidence	any	of	its	Loans,	each	respective	Borrower	shall	promptly	execute	and	deliver	to	the	respective	Lender,
at	such	Borrower’s	expense,	the	requested	Note	in	the	appropriate	amount	or	amounts	to	evidence	such	Loans.
2.06.
Conversions
.		Each	Borrower	shall	have	the	option	to	convert,	on	any	Business	Day,	all	or	a	portion	equal	to	at	least
the	Minimum	Borrowing	Amount	of	the	outstanding	principal	amount	of	U.S.	Dollar	Denominated	Revolving	Loans	made	to	it	pursuant	to
one	or	more	Borrowings	of	one	or	more	Types	of	U.S.	Dollar	Denominated	Revolving	Loans	into	a	Borrowing	of	another	Type	of	U.S.	Dollar
Denominated	Revolving	Loan;	
provided
	that,	(a)	except	as	otherwise	provided	in	Section	2.10(
b
c
),	LIBOR	Loans	may	be	converted	into
Base	Rate	Loans	only	on	the	last	day	of	an	Interest	Period	applicable	to	the	Revolving	Loans	being	converted	unless	the	Borrowers	pay	any
amounts	due	to	the	Lenders	pursuant	to	Section	2.11	as	a	result	of	such	conversion	and	no	such	partial	conversion	of	LIBOR	Loans	shall


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reduce	the	outstanding	principal	amount	of	such	LIBOR	Loans	made	pursuant	to	a	single	Borrowing	to	less	than	the	Minimum	Borrowing
Amount	applicable	thereto,	(b)	Base	Rate	Loans	may	not	be	converted	into	LIBOR	Loans	if	any	Event	of	Default	is	in	existence	on	the
proposed	date	of	conversion	and	either	the	Administrative	Agent	or	the	Required	Lenders	have	elected,	upon	notice	to	the	Borrowers,	to
not	permit	such	conversion	in	its	or	their	sole	discretion,	and	(c)	no	conversion	pursuant	to	this	Section	2.06	shall	result	in	a	greater
number	of	Borrowings	of	LIBOR	Loans	than	is	permitted	under	Section	2.02.		Each	such	conversion	shall	be	effected	by	the	relevant
Borrower	by	giving	the	Administrative	Agent	at	the	Notice	Office	prior	to	2:00	P.M.	(New	York	City	time)	at	least	(i)	in	the	case	of
conversions	of	Base	Rate	Loans	into	LIBOR	Loans,	three	Business	Days’	(or,	with	respect	to	Loans	denominated	in	Euros	or	an	Acceptable
Foreign	Currency,	four	Business	Days’)	prior	written	notice	or	telephonic	notice	promptly	confirmed	in	writing	and	(ii)	in	the	case	of
conversions	of	LIBOR	Loans	into	Base	Rate	Loans,	one	Business	Day’s	prior	written	notice	or	telephonic	notice	promptly	confirmed	in
writing	(each,	a	“
Notice	of	Conversion/Continuation
”),	in	each	case	in	the	form	of	
Exhibit	A-2
,	appropriately	completed	to	specify	the	U.S.
Dollar	Denominated	Revolving	Loans	to	be	so	converted,	the	Borrowing	or	Borrowings	pursuant	to	which	such	U.S.	Dollar	Denominated


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Revolving	Loans	were	incurred	and,	if	to	be	converted	into	LIBOR	Loans,	the	Interest	Period	to	be	initially	applicable	thereto.		The
Administrative	Agent	shall	give	each	Lender	prompt	notice	of	any	such	proposed	conversion	affecting	any	of	its	U.S.	Dollar	Denominated
Revolving	Loans.
2.07.
Pro	Rata	Borrowings
.		Except	to	the	extent	otherwise	provided	herein,	all	Borrowings	of	Revolving	Loans	under	this
Agreement	shall	be	incurred	from	the	Lenders	pro	rata	on	the	basis	of	their	Revolving	Loan	Commitments	in	effect	on	the	date	of	such
Borrowing,	
provided
	that	all	Mandatory	Borrowings	shall	be	incurred	from	the	Lenders	pro	rata	on	the	basis	of	their	RL	Percentages.		It	is
understood	that	no	Lender	shall	be	responsible	for	any	default	by	any	other	Lender	of	its	obligation	to	make	Loans	hereunder	and	that
each	Lender	shall	be	obligated	to	make	the	Loans	provided	to	be	made	by	it	hereunder,	regardless	of	the	failure	of	any	other	Lender	to
make	its	Loans	hereunder.
2.08.
Interest
.		(a)		The	U.S.	Borrowers	jointly	and	severally	agree	to	pay	interest	in	respect	of	the	unpaid	principal
amount	of	each	U.S.	Borrower	Loan	
and	
(y)	the	Dutch	Borrowers	jointly	and	severally	agree	to	pay	interest	in	respect	of	the	unpaid
principal	amount	of	each	Dutch	Borrower	Loan
	and	(z)	the	UK	Borrowers	jointly	and	severally	agree	to	pay	interest	in	respect	of	the
unpaid	principal	amount	of	each	UK	Borrower	Loan
,	in	each	case	as	follows:
(A)


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,	in	each	case	as	follows:
(A)
in	the	case	of	a	Base	Rate	Loan,	from	the	date	of	Borrowing	thereof	until	the	earlier	of	(i)	the	maturity
thereof	(whether	by	acceleration	or	otherwise),	repayment	or
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prepayment	and	(ii)	the	conversion	of	such	Base	Rate	Loan	to	a	LIBOR	Loan	pursuant	to	Section	2.06	or	2.09,	as	applicable,	at	a
rate	per	annum	which	shall	be	equal	to	the	sum	of	the	relevant	Applicable	Margin	
plus
	the	Base	Rate,	each	as	in	effect	from
time	to	time;	and
(B)
in	the	case	of	a	LIBOR	Loan,	from	the	date	of	Borrowing	thereof	until	the	earlier	of	(i)	the	maturity	thereof
(whether	by	acceleration	or	otherwise),	repayment	or	prepayment	and	(ii)	the	conversion	of	such	LIBOR	Loan	to	a	Base	Rate
Loan	pursuant	to	Section	2.06,	2.09	or	2.10,	as	applicable,	at	a	rate	per	annum	which	shall,	during	each	Interest	Period
applicable	thereto,	be	equal	to	the	sum	of	the	relevant	Applicable	Margin	as	in	effect	from	time	to	time	during	such	Interest
Period	
plus
	the	LIBO	Rate	for	such	Interest	Period.
(b)
Notwithstanding	the	foregoing,	if	any	principal	or	interest	on	any	Loan,	any	Letter	of	Credit	fee	or	any	other	amount
payable	by	a	Borrower	hereunder	is	not	paid	when	due,	whether	at	stated	maturity,	upon	acceleration	or	otherwise,	such	overdue	amount
shall	bear	interest,	after	as	well	as	before	judgment,	at	a	rate	per	annum	equal	to	2%	in	excess	of	the	rate	applicable	to	Base	Rate	Loans
from	time	to	time.		Interest	that	accrues	under	this	Section	2.08(b)	shall	be	payable	on	demand.
(c)
Accrued	(and	theretofore	unpaid)	interest	shall	be	payable	(i)	in	respect	of	each	Base	Rate	Loan,	(x)	quarterly	in


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arrears	on	each	Quarterly	Payment	Date,	(y)	on	the	date	of	any	repayment	or	prepayment	in	full	of	all	outstanding	Base	Rate	Loans	or
upon	the	termination	of	the	Total	Revolving	Loan	Commitment,	and	(z)	at	maturity	(whether	by	acceleration	or	otherwise)	and,	after	such
maturity,	on	demand	and	(ii)	in	respect	of	each	LIBOR	Loan,	(x)	on	the	last	day	of	each	Interest	Period	applicable	thereto	and,	in	the	case
of	an	Interest	Period	in	excess	of	three	months,	on	each	date	occurring	at	three	month	intervals	after	the	first	day	of	such	Interest	Period,
(y)	on	the	date	of	any	repayment	or	prepayment	(on	the	amount	repaid	or	prepaid),	or	upon	the	termination	of	the	Total	Revolving	Loan
Commitment,	and	(z)	at	maturity	(whether	by	acceleration	or	otherwise)	and,	after	such	maturity,	on	demand.
(d)
Upon	each	Interest	Determination	Date,	the	Administrative	Agent	shall	determine	the	LIBO	Rate	for	each	Interest
Period	applicable	to	the	respective	LIBOR	Loans	and	shall	promptly	notify	the	respective	Borrowers	and	the	Lenders	thereof.		Each	such
determination	shall,	absent	manifest	error,	be	final	and	conclusive	and	binding	on	all	parties	hereto.
2.09.
Interest	Periods
.		At	the	time	any	Borrower	gives	any	Notice	of	Borrowing	or	Notice	of	Conversion/Continuation	in
respect	of	the	making	of,	or	conversion	into,	any	LIBOR	Loan	(in	the	case	of	the	initial	Interest	Period	applicable	thereto)	or	prior	to	2:00
P.M.	(New	York	City	time)	on	the	third	Business	Day	(or	with	respect	to	any	Loan	denominated	in	Euros	or	an	Acceptable	Foreign


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Currency,	the	fourth	Business	Day)	prior	to	the	expiration	of	an	Interest	Period	applicable	to	such	LIBOR	Loan	(in	the	case	of	any
subsequent	Interest	Period),	such	Borrower	shall	have	the	right	to	elect	the	interest	period	(each,	an	“
Interest	Period
”)	applicable	to	such
LIBOR	Loan,	which	Interest	Period	shall,	at	the	option	of	such	Borrower,	be	(x)	a	one,	two,	three	or	six	month	period,	or	(y)	with	the
consent	of	the	Administrative	Agent	in	its	sole	discretion,	a	period	of	less	than	one	month	or	(z)	to	the	extent	agreed	to	by	all	Lenders,
such	other	period;	
provided
	that	(in	each	case):
(a)
all	LIBOR	Loans	comprising	a	Borrowing	shall	at	all	times	have	the	same	Interest	Period;
(b)
the	initial	Interest	Period	for	any	LIBOR	Loan	shall	commence	on	the	date	of	Borrowing	of	such	LIBOR	Loan	(including
the	date	of	any	conversion	thereto	from	a	Base	Rate	Loan)	and	each	Interest	Period	occurring	thereafter	in	respect	of	such	LIBOR	Loan
shall	commence	on	the	day	on	which	the	immediately	preceding	Interest	Period	applicable	thereto	expires;
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(c)
if	any	Interest	Period	for	a	LIBOR	Loan	begins	on	a	day	for	which	there	is	no	numerically	corresponding	day	in	the
calendar	month	at	the	end	of	such	Interest	Period,	such	Interest	Period	shall	end	on	the	last	Business	Day	of	such	calendar	month;
(d)
if	any	Interest	Period	for	a	LIBOR	Loan	would	otherwise	expire	on	a	day	which	is	not	a	Business	Day,	such	Interest
Period	shall	expire	on	the	next	succeeding	Business	Day;	
provided
,	
however
,	that	if	any	Interest	Period	for	a	LIBOR	Loan	would	otherwise
expire	on	a	day	which	is	not	a	Business	Day	but	is	a	day	of	the	month	after	which	no	further	Business	Day	occurs	in	such	month,	such
Interest	Period	shall	expire	on	the	immediately	preceding	Business	Day;
(e)
no	Interest	Period	may	be	selected	at	any	time	when	an	Event	of	Default	is	then	in	existence	if	either	the
Administrative	Agent	or	the	Required	Lenders	have	elected,	upon	notice	to	the	Borrowers,	to	not	permit	such	selection	in	its	or	their	sole
discretion;	and
(f)
no	Interest	Period	in	respect	of	any	Borrowing	shall	be	selected	which	extends	beyond	the	Final	Maturity	Date.
If	by	2:00	P.M.	(New	York	City	time)	on	the	third	Business	Day	(or	with	respect	to	any	Loan	denominated	in	Euros	or	an
Acceptable	Foreign	Currency,	the	fourth	Business	Day)	prior	to	the	expiration	of	any	Interest	Period	applicable	to	a	Borrowing	of	LIBOR
Loans,	any	Borrower	has	failed	to	elect,	or	is	not	permitted	to	elect,	a	new	Interest	Period	to	be	applicable	to	such	LIBOR	Loans	as


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provided	above,	such	Borrower	shall	be	deemed	to	have	elected	(i)	in	respect	of	U.S.	Dollar	Denominated	Revolving	Loans	to	convert	such
LIBOR	Loans	into	Base	Rate	Loans	effective	as	of	the	expiration	date	of	such	current	Interest	Period	and	(ii)	in	respect	of	Loans
denominated	in	Euros	or	an	Acceptable	Foreign	Currency,	a	one-month	Interest	Period	(
provided
	that	with	respect	to	this	clause	(ii),	if	the
Administrative	Agent	or	the	Required	Lenders	have	elected	not	to	permit	the	selection	of	an	Interest	Period	pursuant	to	clause	(e)	above,
then	on	the	expiration	of	the	then-applicable	Interest	Period,	such	Loans	shall	be	repaid).
2.10.
Increased	Costs,	Illegality,	etc
.		(a)		In	the	event	that	any	Lender	shall	have	determined	(which	determination	shall,
absent	manifest	error,	be	final	and	conclusive	and	binding	upon	all	parties	hereto	but,	with	respect	to	clause	(i)	below,	may	be	made	only
by	the	Administrative	Agent):
(i)
on	any	Interest	Determination	Date	that,	by	reason	of	any	changes	arising	after	the	date	of	this	Agreement
affecting	the	London	interbank	market,	adequate	and	fair	means	do	not	exist	for	ascertaining	the	applicable	interest	rate	on	the
basis	provided	for	in	the	definition	of	LIBO	Rate	(including	because	the	applicable	Screen	Rate	is	not	published	on	a	current
basis);	or
(ii)
at	any	time,	that	such	Lender	shall	incur	increased	costs	or	reductions	in	the	amounts	received	or
receivable	hereunder	with	respect	to	any	LIBOR	Loan	because	of	any	change	since	the	Effective	Date	in	any	applicable	law	or


key: chroma:document
string_value:
governmental	rule,	regulation,	order,	guideline	or	request	(whether	or	not	having	the	force	of	law)	or	in	the	interpretation	or
administration	thereof	and	including	the	introduction	of	any	new	law	or	governmental	rule,	regulation,	order,	guideline	or
request,	such	as,	but	not	limited	to:	(A)	any	change	that	would	subject	the	Administrative	Agent	or	any	Lender	to	any	taxes
(except	for	
Indemnified
	Taxes	and	Excluded	Taxes)	on	its	loans,	loan	principal,	letters	of	credit,	commitments	or	other
obligations,	or	its	deposits,	reserves,	other	liabilities	or	capital	attributable	thereto,	(B)	a	change	in	official	reserve
requirements,	but,	in	all	events,	excluding	reserves	required	under	Regulation	D	to	the	extent	included	in	the	computation	of
the	LIBO	Rate	or	(C)	any	change	that	imposes	on	any	Lender	or	the	London	interbank	market	any	other	condition,	cost	or
expense	(other	than	taxes)
88


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affecting	this	Agreement	or	Loans	made	by	such	Lender	or	any	Letter	of	Credit	or	participation	therein;	or
(iii)
at	any	time,	that	the	making	or	continuance	of	any	LIBOR	Loan	has	been	made	(A)	unlawful	by	any	law	or
governmental	rule,	regulation	or	order,	(B)	impossible	by	compliance	by	any	Lender	in	good	faith	with	any	governmental
request	(whether	or	not	having	force	of	law)	or	(C)	impracticable	as	a	result	of	a	contingency	occurring	after	the	Effective	Date
which	materially	and	adversely	affects	the	London	interbank	market.
then,	and	in	any	such	event,	such	Lender	(or	the	Administrative	Agent,	in	the	case	of	clause	(i)	above)	shall	promptly	give	notice	(by
telephone	promptly	confirmed	in	writing)	to	the	affected	Borrowers	and,	except	in	the	case	of	clause	(i)	above,	to	the	Administrative	Agent
of	such	determination	(which	notice	the	Administrative	Agent	shall	promptly	transmit	to	each	of	the	other	Lenders).	Thereafter	(w)	in	the
case	of	clause	(i)	above,	LIBOR	Loans	in	the	affected	currency	shall	no	longer	be	available	until	such	time	as	the	Administrative	Agent
notifies	the	Company	and	the	Lenders	that	the	circumstances	giving	rise	to	such	notice	by	the	Administrative	Agent	no	longer	exist,	and
any	Notice	of	Borrowing	or	Notice	of	Conversion/Continuation	given	by	any	Borrower	to	borrow,	continue	or	convert	to	LIBOR	Loans	in
the	affected	currency	shall	be	deemed	rescinded	by	such	Borrower	and	(1)	in	respect	of	Loans	in	Dollars,	(x)	any	such	Loans	shall	be	made


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solely	as	Base	Rate	Loans	and	(y)	any	outstanding	LIBOR	Loans	shall	convert	at	the	end	of	the	Interest	Period	applicable	thereto	to	Base
Rate	Loans	and	(2)	in	respect	of	Loans	in	any	currency	other	than	Dollars,	(x)	any	such	new	Loans	shall	not	be	made	and	(y)	any
outstanding	Loans	shall	be	repaid	at	the	end	of	the	Interest	Period	applicable	thereto,	(x)	in	the	case	of	clause	(ii)	above,	the	U.S.
Borrowers	(jointly	and	severally	with	respect	to	U.S.	Borrower	Obligations)
	and
,
	
the	Dutch	Borrowers	(jointly	and	severally	with	respect	to
Dutch	
Borrower	Obligations)	and	the	UK	Borrowers	(jointly	and	severally	with	respect	to	UK
	Borrower	Obligations)	agree	to	pay	to	such
Lender,	within	10	days	after	the	Company’s	receipt	of	such	Lender’s	written	request	therefor,	such	additional	amounts	(in	the	form	of	an
increased	rate	of,	or	a	different	method	of	calculating,	interest	or	otherwise	as	such	Lender	in	its	reasonable	discretion	shall	determine)	as
shall	be	required	to	compensate	such	Lender	for	such	increased	costs	or	reductions	in	amounts	received	or	receivable	hereunder	(a
written	notice	as	to	the	additional	amounts	owed	to	such	Lender,	showing	in	reasonable	detail	the	basis	for	the	calculation	thereof,
submitted	to	the	respective	Borrower	by	such	Lender	shall,	absent	manifest	error,	be	final	and	conclusive	and	binding	on	all	the	parties
hereto);	
provided
	that	the	Borrowers	shall	not	be	required	to	compensate	any	Lender	pursuant	to	Section	2.10(
a)(
ii)	for	any	increased


key: chroma:document
string_value:
a)(
ii)	for	any	increased
costs	or	reductions	incurred	more	than	180	days	prior	to	the	date	that	such	Lender	notifies	the	Company	of	the	change	giving	rise	to	such
increased	costs	or	reductions	and	of	such	Lender’s	intention	to	claim	compensation	therefor;	
provided
,	
further
,	that,	if	the	change	giving
rise	to	such	increased	costs	or	reductions	is	retroactive,	then	the	180	day	period	referred	to	above	shall	be	extended	to	include	the	period
of	retroactive	effect	thereof	and	(y)	in	the	case	of	clause	(iii)	above,	the	respective	Borrower	or	Borrowers	shall	take	one	of	the	actions
specified	in	Section	2.10(
b
c
)	as	promptly	as	possible	and,	in	any	event,	within	the	time	period	required	by	law.
(b)
(i)	Notwithstanding	anything	to	the	contrary	herein	or	in	any	other	Credit	Document,	if	a	Benchmark	Transition	Event
or	an	Early	Opt-in	Election,	as	applicable,	and	its	related	Benchmark	Replacement	Date	have	occurred	prior	to	the	Reference	Time	in
respect	of	any	setting	of	the	then-current	Benchmark,	then	(x)	if	a	Benchmark	Replacement	is	determined	in	accordance	with	clause	(a)	or
(b)	of	the	definition	of	“Benchmark	Replacement”	for	such	Benchmark	Replacement	Date,	such	Benchmark	Replacement	will	replace	such
Benchmark	for	all	purposes	hereunder	and	under	any	Credit	Document	in	respect	of	such	Benchmark	setting	and	subsequent	Benchmark
settings	without	any	amendment	to,	or	further	action	or	consent	of	any	other	party	to,	this	Agreement	or	any	other	Credit	Document	and
(y)	if	a	Benchmark	Replacement	is	determined	in	accordance	with	clause	(c)	of	the	definition	of	“Benchmark	Replacement”	for	such
Benchmark	Replacement	Date,	such	Benchmark	Replacement	will	replace	such
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Benchmark	for	all	purposes	hereunder	and	under	any	Credit	Document	in	respect	of	any	Benchmark	setting	at	or	after	5:00	p.m.	(New
York	City	time)	on	the	fifth	Business	Day	after	the	date	notice	of	such	Benchmark	Replacement	is	provided	to	the	Lenders	without	any
amendment	to,	or	further	action	or	consent	of	any	other	party	to,	this	Agreement	or	any	other	Credit	Document	
so	long	as	the
Administrative	Agent	
has	not	received,	by	such	time,	written	notice	of	objection	to	such	Benchmark	Replacement	from	Lenders	comprising
the	Required	Lenders
.
(ii)
Notwithstanding	anything	to	the	contrary	herein	or	in	any	other	Credit	Document	and	subject	to	the	proviso
below	in	this	paragraph,	solely	with	respect	to	a	US	Dollar	Loan,	if	a	Term	SOFR	Transition	Event	and	its	related	Benchmark
Replacement	Date	have	occurred	prior	to	the	Reference	Time	in	respect	of	any	setting	of	the	then-current	Benchmark,	then	the
applicable	Benchmark	Replacement	will	replace	the	then-current	Benchmark	for	all	purposes	hereunder	or	under	any	Credit
Document	in	respect	of	such	Benchmark	setting	and	subsequent	Benchmark	settings,	without	any	amendment	to,	or	further
action	or	consent	of	any	other	party	to,	this	Agreement	or	any	other	Credit	Document;	provided	that,	this	clause	(ii)	shall	not	be
effective	unless	the	Administrative	Agent	has	delivered	to	the	Lenders	and	the	U.S.	Borrower	a	Term	SOFR	Notice.
(iii)
In	connection	with	the	implementation	of	a	Benchmark	Replacement,	the	Administrative	Agent	will	have
the	right	to	make	Benchmark	Replacement	Conforming	Changes	from	time	to	time	and,	notwithstanding	anything	to	the
contrary	herein	or	in	any	other	Credit	Document,	any	amendments	implementing	such	Benchmark	Replacement	Conforming
Changes	will


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Changes	will	
become	effective	without	any	further	action	or	consent	of	any	other	party	to	this	Agreement	or	any	other	Credit
Document.
If	at	any	time	the	Administrative	Agent	determines	(which	determination	shall	be	conclusive	absent	manifest	error)	that	(i)	the
circumstances	set	forth	in	clause	(a)(i)	have	arisen	and	such	circumstances	are	unlikely	to	be	temporary	or	(ii)	the	circumstances	set	forth
in	clause	(a)(i)	have	not	arisen	but	any	of	(v)	a	prevailing	market	convention	is	emerging	in	respect	of	syndicated	loans	currently	being
executed,	or	existing	syndicated	loans	with	provisions	similar	to	this	paragraph	are	being	amended
,	to	incorporate	or	adopt	a	new
benchmark	interest	rate	to	replace	
LIBO	Rate	(including	the	Screen	Rates	included	in	such	definition),	(w)	the	supervisor	for	the
administrator	of	the	applicable	Screen	Rate	has	made	a	public	statement	that	the	administrator	of	such	Screen	Rate	is	insolvent	(and
there	is	no	successor	administrator	that	will	continue	publication	of	such	Screen	Rate),	(x)	the	administrator	of	such	Screen	Rate	has
made	a	public	statement	identifying	a	specific	date	after	which	such	Screen	Rate	will	permanently	or	indefinitely	cease	to	be	published	by
it	(and	there	is	no	successor	administrator	that	will	continue	publication	of	such	Screen	Rate),	(y)	the	supervisor	for	the	administrator	of
such	Screen	Rate	has	made	a	public	statement	identifying	a	specific	date	after	which	such	Screen	Rate	will	permanently	or	indefinitely
cease	to	be	published	or	(z)	the	supervisor	for	the	administrator	of	such	Screen	Rate	or	a	Governmental	Authority	having	jurisdiction	over


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string_value:
the	Administrative	Agent	has	made	a	public	statement	identifying	a	specific	date	after	which	such	Screen	Rate	may	no	longer	be	used	for
determining	interest	rates	for	loans,	the	Administrative	Agent	and	the	respective	Borrower	or	Borrowers	shall	endeavor	to	establish	an
alternate	rate	of	interest	to	such	Screen	Rate	that	gives	due	consideration	to	the	then	prevailing	market	convention	for	determining	a	rate
of	interest	for	syndicated	loans	in	the	United	States	in	the	applicable	currency	at	such	time,	and	shall	enter	into	an	amendment	to	this
Agreement	to	reflect	such	alternate	rate	of	interest	(including	any	mathematical	or	other	adjustments	to	the	benchmark	(if	any)
incorporated	therein,	but	for	the	avoidance	of	doubt,	such	changes	shall	not	include	a	reduction	of	the	Applicable	Margin	(it	being
understood	and	agreed	that	amendments	to	the	definition	of	LIBO	Rate	and	its	component	definitions	in	accordance	with	the	foregoing
that	do	not	have	the	effect	of	reducing	the	Applicable	Margin	shall	not	constitute	a	reduction	in	the	Applicable	Margin));	
provided
	that,	if
such	alternate	rate	of	interest	as	so	determined	would	be	less	than	zero,	such	rate	shall	be	deemed	to	be	zero	for	the	purposes	of	this
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Agreement.		Notwithstanding	anything	to	the	contrary	in	Section	13.12,	such	amendment	shall	
become	effective	without	any	further
action	or	consent	of	any	other	party	to	this	Agreement	
so	long	as	the	Administrative	Agent	
shall	not	have	received,	within	five	Business
Days	of	the	date	that	the	Administrative	Agent	shall	have	posted	such	proposed	amendment	to	all	Lenders,	a	written	notice	from	the
Required	Lenders	stating	that	such	Required	Lenders	object	to	such	amendment.	Until	an	alternate	rate	of	interest	shall	be	determined	in
accordance	with	this	paragraph,	(x)	in	the	case	of	clause	(i)	of	the	first	sentence	of	this	paragraph,	clause	(w)	of	the	immediately	preceding
paragraph	shall	govern	and	(y)	in	the	case	of	clause	(ii)	of	this	paragraph	(but	only	to	the	extent	the	applicable	Screen	Rate	for	the
applicable	currency	and	Interest	Period	is	not	available	or	published	at	such	time	on	a	current	basis),	the	LIBO	Rate	shall	be	determined	in
accordance	with	the	first	proviso	to	the	definition	of	LIBO	Rate.
(iv)
The	Administrative	Agent	will	promptly	notify	the	U.S.	Borrower	and	the	Lenders	of	(v)	any	occurrence	of	a
Benchmark	Transition	Event,	a	Term	SOFR	Transition	Event	or	an	Early	Opt-in	Election,	as	applicable,	and	its	related
Benchmark	Replacement	Date,		(w)	the	implementation	of	any	Benchmark	Replacement,	(x)	the	effectiveness	of	any	Benchmark
Replacement	Conforming	Changes,	(y)	the	removal	or	reinstatement	of	any	tenor	of	a	Benchmark	pursuant	to	clause	(b)(v)
below	and	(z)	the	commencement	or	conclusion	of	any	Benchmark	Unavailability	Period.		Any	determination,	decision	or


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string_value:
election	that	may	be	made	by	the	Administrative	Agent	or,	if	applicable,	any	Lender	(or	group	of	Lenders)	pursuant	to	this
Section	2.10,	including	any	determination	with	respect	to	a	tenor,	rate	or	adjustment	or	of	the	occurrence	or	non-occurrence	of
an	event,	circumstance	or	date	and	any	decision	to	take	or	refrain	from	taking	any	action	or	any	selection,	will	be	conclusive
and	binding	absent	manifest	error	and	may	be	made	in	its	or	their	sole	discretion	and	without	consent	from	any	other	party	to
this	Agreement	or	any	other	Credit	Document,	except,	in	each	case,	as	expressly	required	pursuant	to	this	Section	2.10.
(v)
Notwithstanding	anything	to	the	contrary	herein	or	in	any	other	Credit	Document,	at	any	time	(including	in
connection	with	the	implementation	of	a	Benchmark	Replacement),	(x)	if	the	then-current	Benchmark	is	a	term	rate	(including
Term	SOFR	or	LIBO	Rate)	and	either	(1)	any	tenor	for	such	Benchmark	is	not	displayed	on	a	screen	or	other	information	service
that	publishes	such	rate	from	time	to	time	as	selected	by	the	Administrative	Agent	in	its	reasonable	discretion	or	(2)	the
regulatory	supervisor	for	the	administrator	of	such	Benchmark	has	provided	a	public	statement	or	publication	of	information
announcing	that	any	tenor	for	such	Benchmark	is	or	will	be	no	longer	representative,	then	the	Administrative	Agent	may	modify
the	definition	of	“Interest	Period”	for	any	Benchmark	settings	at	or	after	such	time	to	remove	such	unavailable	or	non-
representative	tenor	and	(y)	if	a	tenor	that	was	removed	pursuant	to	clause	(x)	above	either	(1)	is	subsequently	displayed	on	a


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screen	or	information	service	for	a	Benchmark	(including	a	Benchmark	Replacement)	or	(2)	is	not,	or	is	no	longer,	subject	to	an
announcement	that	it	is	or	will	no	longer	be	representative	for	a	Benchmark	(including	a	Benchmark	Replacement),	then	the
Administrative	Agent	may	modify	the	definition	of	“Interest	Period”	for	all	Benchmark	settings	at	or	after	such	time	to	reinstate
such	previously	removed	tenor.
(vi)
Upon	the	U.S.	Borrower’s	receipt	of	notice	of	the	commencement	of	a	Benchmark	Unavailability	Period,	any
Borrower	may	revoke	any	request	for	a	Borrowing	of,	conversion	to	or	continuation	of	LIBOR	Loans	to	be	made,	converted	or
continued	during	any	Benchmark	Unavailability	Period	and,	failing	that,	either	(x)	the	U.S.	Borrower	will	be	deemed	to	have
converted	any	request	for	a	LIBOR	Loan	denominated	in	U.S.	Dollars	into	a	request	for	a	Borrowing	of	or	conversion	to	Base
Rate	Loans	or	(y)	any	LIBOR	Loan	Borrowing	denominated	in	any	currency	other	than	U.S.	Dollars	shall	be	ineffective.	During
any	Benchmark	Unavailability	Period	or	at	any	time	that	a	tenor	for	the	then-current	Benchmark	is	not	an	Available	Tenor,	the
component	of	the	Base	Rate	based	upon	the	then-current	Benchmark	or	such
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tenor	for	such	Benchmark,	as	applicable,	will	not	be	used	in	any	determination	of	the	Base	Rate.		Furthermore,	if	any	LIBOR
Loan	in	any	Available	Currency	is	outstanding	on	the	date	of	the	U.S.	Borrower’s	receipt	of	notice	of	the	commencement	of	a
Benchmark	Unavailability	Period	with	respect	to	a	Relevant	Rate	applicable	to	such	LIBOR	Loan,	then	(1)	if	such	LIBOR	Loan	is
denominated	in	U.S.	Dollars,	then	on	the	last	day	of	the	Interest	Period	applicable	to	such	Loan	(or	the	next	succeeding
Business	Day	if	such	day	is	not	a	Business	Day),	such	Loan	shall	be	converted	by	the	Administrative	Agent	to,	and	shall
constitute,	a	Base	Rate	Loan	denominated	in	U.S.	Dollars	on	such	day	or	(2)	if	such	LIBOR	Loan	is	denominated	in	any	Available
Currency	(other	than	U.S.	Dollars),	then	such	Loan	shall,	on	the	last	day	of	the	Interest	Period	applicable	to	such	Loan	(or	the
next	succeeding	Business	Day	if	such	day	is	not	a	Business	Day),	at	the	applicable	Borrower’s	election	prior	to	such	day:	(A)	be
prepaid	by	such	Borrower	on	such	day	or	(B)	be	converted	by	the	Administrative	Agent	to,	and	(subject	to	the	remainder	of	this
subclause	(B))	shall	constitute,	a	Base	Rate	Loan	denominated	in	U.S.	Dollars	(in	an	amount	equal	to	the	U.S.	Dollar	Equivalent
of	such	Available	Currency)	on	such	day	(it	being	understood	and	agreed	that	if	the	applicable	Borrower	does	not	so	prepay
such	Loan	on	such	day	by	12:00	noon,	local	time,	the	Administrative	Agent	is	authorized	to	effect	such	conversion	of	such


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LIBOR	Loan	into	a	Base	Rate	Loan	denominated	in	U.S.	Dollars),	and,	in	the	case	of	such	subclause	(B),	upon	any	subsequent
implementation	of	a	Benchmark	Replacement	in	respect	of	such	Available	Currency	pursuant	to	this	Section	2.10,	such	Base
Rate	Loan	denominated	in	U.S.	Dollars	shall	then	be	converted	by	the	Administrative	Agent	to,	and	shall	constitute,	a	LIBOR
Loan	denominated	in	such	original	Available	Currency	(in	an	amount	equal	to	the	Available	Currency	Equivalent	of	such
Available	Currency)	on	the	day	of	such	implementation,	giving	effect	to	such	Benchmark	Replacement	in	respect	of	such
Available	Currency.
(
b
c
)
At	any	time	that	any	LIBOR	Loan	is	affected	by	the	circumstances	described	in	Section	2.10(a)(ii),	the	affected
Borrower	may,	and	in	the	case	of	a	LIBOR	Loan	affected	by	the	circumstances	described	in	Section	2.10(a)(iii),	such	Borrower	shall,	either
(i)	if	the	affected	LIBOR	Loan	is	then	being	made	initially	or	pursuant	to	a	conversion,	cancel	such	Borrowing	by	giving	the	Administrative
Agent	telephonic	notice	(confirmed	in	writing)	on	the	same	date	that	such	Borrower	was	notified	by	the	affected	Lender	or	the
Administrative	Agent	pursuant	to	Section	2.10(a)(ii)	or	(iii),	(ii)	in	respect	of	a	LIBOR	Loan	denominated	in	U.S.	Dollars	where	the	affected
LIBOR	Loan	is	then	outstanding,	upon	at	least	three	Business	Days’	written	notice	to	the	Administrative	Agent,	require	the	affected
Lender	to	convert	such	LIBOR	Loan	into	a	Base	Rate	Loan;	
provided
	that,	if	more	than	one	Lender	is	affected	at	any	time,	then	all	affected


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Lenders	must	be	treated	the	same	pursuant	to	this	Section	2.10(
b
c
)	or	(iii)	in	respect	of	a	LIBOR	Loan	denominated	in	Euros	or	an
Acceptable	Foreign	Currency,	repay	such	Loan	upon	the	expiration	of	the	then-applicable	Interest	Period	(or	such	earlier	period	as
required	by	applicable	law).
(
c
d
)
If	any	Lender	determines	that	after	the	Effective	Date	the	introduction	of	or	any	change	in	any	applicable	law	or
governmental	rule,	regulation,	order,	guideline,	directive	or	request	(whether	or	not	having	the	force	of	law)	concerning	capital	adequacy
or	liquidity,	or	any	change	in	interpretation	or	administration	thereof	by	the	NAIC	or	any	Governmental	Authority,	central	bank	or
comparable	agency,	will	have	the	effect	of	increasing	the	amount	of	capital	or	liquidity	required	or	expected	to	be	maintained	by	such
Lender	or	any	corporation	controlling	such	Lender	based	on	the	existence	of	such	Lender’s	Revolving	Loan	Commitment	hereunder	or	its
obligations	hereunder,	then	the	U.S.	Borrowers	(jointly	and	severally	with	respect	to	U.S.	Borrower	Obligations)	
and
,
	
the	Dutch	Borrowers
(jointly	and	severally	with	respect	to	Dutch	
Borrower	Obligations)	and	the	UK	Borrowers	(jointly	and	severally	with	respect	to	UK
Borrower	Obligations)	agree	to	pay	to	such	Lender,	within	10	days	after	the	Company’s	receipt	of	such	Lender’s	written	request	therefor,
such	additional	amounts	as	shall	be	required	to	compensate	such	Lender	or	such	other	corporation	for	the	increased	cost	to	such	Lender


key: chroma:document
string_value:
or	such	other	corporation	or	the	reduction	in	the	rate	of	return	to	such	Lender	or	such	other	corporation	as	a	result	of	such	increase	of
92


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string_value:
capital	or	required	liquidity.		In	determining	such	additional	amounts,	each	Lender	will	act	reasonably	and	in	good	faith	and	will	use
averaging	and	attribution	methods	which	are	reasonable;	
provided
	that	such	Lender’s	determination	of	compensation	owing	under	this
Section	2.10(
c
d
)	shall,	absent	manifest	error,	be	final	and	conclusive	and	binding	on	all	the	parties	hereto.		Each	Lender,	upon
determining	that	any	additional	amounts	will	be	payable	pursuant	to	this	Section	2.10(
c
d
),	will	give	prompt	written	notice	thereof	to	the
Company,	which	notice	shall	show	in	reasonable	detail	the	basis	for	calculation	of	such	additional	amounts,	although	the	failure	to	give
any	such	notice	shall	not	release	or	diminish	the	Borrowers’	obligations	to	pay	additional	amounts	pursuant	to	this	Section	2.10(
c
d
)	upon
the	subsequent	receipt	of	such	notice;	
provided
	that	the	Borrowers	shall	not	be	required	to	compensate	any	Lender	pursuant	to	this
Section	2.10(
c
d
)	for	any	increased	costs	or	reductions	incurred	more	than	180	days	prior	to	the	date	that	such	Lender	notifies	the
Company	of	the	change	giving	rise	to	such	increased	costs	or	reductions	and	of	such	Lender’s	intention	to	claim	compensation	therefor;
provided
	
further
,	that,	if	the	change	giving	rise	to	such	increased	costs	or	reductions	is	retroactive,	then	the	180	day	period	referred	to
above	shall	be	extended	to	include	the	period	of	retroactive	effect	thereof.
(
d
e
)
Notwithstanding	anything	herein	to	the	contrary,	(x)	the	Dodd-Frank	Wall	Street	Reform	and	Consumer	Protection


key: chroma:document
string_value:
Act	and	all	requests,	rules,	guidelines,	requirements	and	directives	thereunder,	issued	in	connection	therewith	or	in	implementation
thereof,	and	(y)	all	requests,	rules,	guidelines	or	directives	promulgated	by	the	Bank	for	International	Settlements,	the	Basel	Committee
on	Banking	Supervision	(or	any	successor	or	similar	authority)	or	the	United	States	or	foreign	regulatory	authorities,	in	each	case
pursuant	to	Basel	III,	in	each	case	shall	be	deemed	to	be	a	change	after	the	Effective	Date	in	a	requirement	of	law	or	governmental	rule,
regulation	or	order,	regardless	of	the	date	enacted,	adopted,	issued	or	implemented	(including	for	purposes	of	this	Section	2.10	and
Section	3.06).
(
e
f
)
Notwithstanding	anything	herein	to	the	contrary,	if	the	introduction	of	or	any	change	in	any	applicable	law	or
governmental	rule,	regulation	or	order	shall	make	it	unlawful	for	any	Lender	to	issue,	make,	maintain,	fund	or	charge	interest	with	respect
to	any	extension	of	credit	to	a	Dutch	Borrower	or	to	give	effect	to	its	obligations	as	contemplated	by	this	Agreement	with	respect	to	any
extension	of	credit	to	a	Dutch	Borrower,	then,	upon	written	notice	by	such	Lender	(each	such	Lender	providing	such	notice,	an	“
Impacted
Lender
”)	to	the	Company	and	the	Administrative	Agent:
(i)
the	obligations	of	the	Lenders	hereunder	to	make	extensions	of	credit	to	such	Dutch	Borrower	shall
forthwith	be	(x)	suspended	until	each	Impacted	Lender	notifies	the	Company	and	the	Administrative	Agent	in	writing	that	it	is
no	longer	unlawful	for	such	Lender	to	issue,	make,	maintain,	fund	or	charge	interest	with	respect	to	any	extension	of	credit	to


key: chroma:document
string_value:
such	Dutch	Borrower	or	(y)	to	the	extent	required	by	law,	cancelled;
(ii)
if	it	shall	be	unlawful	for	any	Impacted	Lender	to	maintain	or	charge	interest	with	respect	to	any
outstanding	Loan	to	such	Dutch	Borrower,	such	Dutch	Borrower	shall	repay	(or	at	its	option	and	to	the	extent	permitted	by	law,
assign	to	the	Company)	(x)	all	outstanding	Base	Rate	Loans	made	to	such	Dutch	Borrower	within	three	Business	Days	or	such
earlier	period	as	required	by	law	and	(y)	all	outstanding	LIBOR	Loans	made	to	such	Dutch	Borrower	on	the	last	day	of	the	then
current	Interest	Periods	with	respect	to	such	LIBOR	Loans	or	within	such	earlier	period	as	required	by	law;	and
(iii)
if	it	shall	be	unlawful	for	any	Impacted	Lender	to	maintain,	charge	interest	or	hold	any	participation	with
respect	to	any	Letter	of	Credit	issued	on	behalf	of	such	Dutch	Borrower,	such	Dutch	Borrower	shall	cash	collateralize	in	a
manner	reasonably	satisfactory	to	the	Administrative	Agent	and	the	applicable	Issuing	Lender	such	Letter	of	Credit	in	an
amount	equal	to	102%	of	such	Lender’s	RL	Percentage	of	the	Letter	of	Credit	Outstandings	(for	this	purpose,	using	the	U.S.
Dollar	Equivalent	of	amounts	denominated	in	Euros	or	any	Acceptable	Foreign
93


key: chroma:document
string_value:
Currency)	with	respect	to	such	Letter	of	Credit	within	three	Business	Days	or	within	such	earlier	period	as	required	by	law.
(g)
Notwithstanding	anything	herein	to	the	contrary,	if	the	introduction	of	or	any	change	in	any	applicable	law	or
governmental	rule,	regulation	or	order	shall	make	it	unlawful	for	any	Lender	to	issue,	make,	maintain,	fund	or	charge	interest	with	respect
to	any	extension	of	credit	to	a	UK	Borrower	or	to	give	effect	to	its	obligations	as	contemplated	by	this	Agreement	with	respect	to	any
extension	of	credit	to	a	UK	Borrower,	then,	upon	written	notice	by	such	Lender	(each	such	Lender	providing	such	notice,	an	“Impacted	UK
Lender”)	to	the	Company	and	the	Administrative	Agent:
(i)
the	obligations	of	the	Lenders	hereunder	to	make	extensions	of	credit	to	such	UK	Borrower	shall	forthwith
be	(x)	suspended	until	each	Impacted	UK	Lender	notifies	the	Company	and	the	Administrative	Agent	in	writing	that	it	is	no
longer	unlawful	for	such	Lender	to	issue,	make,	maintain,	fund	or	charge	interest	with	respect	to	any	extension	of	credit	to	such
UK	Borrower	or	(y)	
to	the	extent	required	by	law,	cancelled;
(ii)
if	it	shall	be	unlawful	for	any	Impacted	UK	Lender	to	maintain	or	charge	interest	with	respect	to	any
outstanding	Loan	to	such	UK	Borrower,	such	UK	Borrower	shall	repay	(or	at	its	option	and	to	the	extent	permitted	by	law,
assign	to	the	Company)	(x)	all	outstanding	Base	Rate	Loans	made	to	such	UK	Borrower	within	three	Business	Days	or	such


key: chroma:document
string_value:
earlier	period	as	required	by	law	and	(y)	all	outstanding	LIBOR	Loans	made	to	such	UK	Borrower	on	the	last	day	of	the	then
current	Interest	Periods	with	respect	to	such	LIBOR	Loans	or	within	such	earlier	period	as	required	by	law;	and
(iii)
if	it	shall	be	unlawful	for	any	Impacted	UK	Lender	to	maintain,	charge	interest	or	hold	any	participation
with	respect	to	any	Letter	of	Credit	issued	on	behalf	of	such	UK	Borrower,	such	UK	Borrower	shall	cash	collateralize	in	a
manner	reasonably	satisfactory	to	the	Administrative	Agent	and	the	applicable	Issuing	Lender	such	Letter	of	Credit	in	an
amount	equal	to	102%	of	such	Lender’s	RL	Percentage	of	the	Letter	of	Credit	Outstandings	(for	this	purpose,	using	the	U.S.
Dollar	Equivalent	of	amounts	denominated	in	Euros	or	any	Acceptable	Foreign	Currency)	with	respect	to	such	Letter	of	Credit
within	three	Business	Days	or	within	such	earlier	period	as	required	by	law.
(h)
Notwithstanding	anything	herein	to	the	contrary,	if,	as	at	December	23,	2020	this	Agreement	provides	that	the	rate	of
interest	for	a	Loan	in	Sterling	is	to	be	determined	by	reference	to	the	LIBO	Rate,	then	the	Administrative	Agent	(acting	on	the	instructions
of	the	Required	Lenders)	and	the	Borrowers	shall	enter	into	negotiations	in	good	faith	with	a	view	to	agreeing	the	use	of	a	replacement
benchmark	in	relation	to	Sterling	in	place	of	the	LIBO	Rate	from	and	including	a	date	no	later	than	August	13,	2021.
2.11.
Compensation
.		The	U.S.	Borrowers	(on	a	joint	and	several	basis	with	respect	to	U.S.	Borrower	Obligations)
	or
,
	
the


key: chroma:document
string_value:
or
,
	
the
Dutch	Borrowers	(on	a	joint	and	several	basis	with	respect	to	Dutch	Borrower	Obligations
)	or	the	UK	Borrowers	(on	a	joint	and	several
basis	with	respect	to	UK	Borrower	Obligations
),	as	the	case	may	be,	agree	to	compensate	each	Lender,	upon	its	written	request	(which
request	shall	set	forth	in	reasonable	detail	the	basis	for	requesting	such	compensation),	for	all	losses,	expenses	and	liabilities	(including
any	loss,	expense	or	liability	incurred	by	reason	of	the	liquidation	or	reemployment	of	deposits	or	other	funds	required	by	such	Lender	to
fund	its	LIBOR	Loans	but	excluding	loss	of	anticipated	profits)	which	such	Lender	may	sustain:		(a)	if	for	any	reason	(other	than	a	default
by	such	Lender	or	the	Administrative	Agent)	a	Borrowing	of,	or	conversion	from	or	into,	LIBOR	Loans	by	the	applicable	Borrower	does	not
occur	on	a	date	specified	therefor	in	a	Notice	of	Borrowing	or	Notice	of	Conversion/Continuation	(whether	or	not	withdrawn	by	the
respective	Borrower	or	Borrowers	or	deemed
94


key: chroma:document
string_value:
withdrawn	pursuant	to	Section	2.10(a));	(b)	if	any	prepayment	or	repayment	(including	any	prepayment	or	repayment	made	pursuant	to
Section	2.10(
b
c
),	2.10(
e
f
),	Section	5.01,	Section	5.02	or	as	a	result	of	an	acceleration	of	the	Loans	pursuant	to	Section	11	or	an	assignment
pursuant	to	Section	2.13)	or	conversion	of	any	of	its	LIBOR	Loans	occurs	on	a	date	which	is	not	the	last	day	of	an	Interest	Period	or
maturity	date,	as	applicable,	with	respect	thereto;	(c)	if	any	prepayment	of	any	of	its	LIBOR	Loans	by	the	applicable	Borrower	is	not	made
on	any	date	specified	in	a	notice	of	prepayment	given	by	the	respective	Borrower	or	Borrowers;	or	(d)	as	a	consequence	of	(i)	any	other
default	by	the	respective	Borrower	or	Borrowers	to	repay	LIBOR	Loans	when	required	by	the	terms	of	this	Agreement	or	any	Note	held	by
such	Lender	or	(ii)	any	election	made	pursuant	to	Section	2.10(
b
c
).
2.12.
Lending	Offices	and	Affiliate	Lenders	for	Loans	in	Available	Currency
.
(a)
Each	Lender	may	at	any	time	or	from	time	to	time	designate,	by	written	notice	to	the	Administrative	Agent	to	the
extent	not	already	reflected	on	Schedule	13.03,	one	or	more	lending	offices	(which,	for	this	purpose,	may	include	Affiliates	of	the
respective	Lender)	for	the	various	Loans	in	the	Available	Currency	made,	and	Letters	of	Credit	participated	in,	by	such	Lender	(including


key: chroma:document
string_value:
by	designating	a	separate	lending	office	(or	Affiliate)	to	act	as	such	with	respect	to	such	Loans	and	Letter	of	Credit	Outstandings);
provided
	that,	for	designations	made	after	the	Effective	Date,	to	the	extent	such	designation	shall	result	in	increased	costs	or	taxes	under
Section	2.10,	3.06	or	5.04	in	excess	of	those	which	would	be	charged	in	the	absence	of	the	designation	of	a	different	lending	office
(including	a	different	Affiliate	of	the	respective	Lender),	then	the	Borrowers	shall	not	be	obligated	to	pay	such	excess	increased	costs	or
taxes	(although	if	such	designation	results	in	increased	costs	or	taxes,	the	Borrowers	shall	be	obligated	to	pay	the	costs	and	taxes	which
would	have	applied	in	the	absence	of	such	designation	and	any	subsequent	increased	costs	and	taxes	of	the	type	described	above	resulting
from	changes	after	the	date	of	the	respective	designation).		Except	as	provided	in	the	immediately	preceding	sentence,	each	lending	office
and	Affiliate	of	any	Lender	designated	as	provided	above	shall,	for	all	purposes	of	this	Agreement	and	the	other	Credit	Documents,	be
treated	in	the	same	manner	as	the	respective	designating	Lender	(and	shall	be	entitled	to	all	indemnities	and	similar	provisions	in	respect
of	its	acting	as	such	hereunder).
(b)
Each	Lender	agrees	that	on	the	occurrence	of	any	event	giving	rise	to	the	operation	of	Section	2.10(a)(ii)	or	(iii),
Section	2.10(
c
d
),	Section	3.06	or	Section	5.04	with	respect	to	such	Lender,	it	will,	if	requested	by	the	Company,	use	reasonable	efforts


key: chroma:document
string_value:
(subject	to	overall	policy	considerations	of	such	Lender)	to	designate	another	lending	office	for	any	Loans	or	Letters	of	Credit	affected	by
such	event;	
provided
	that	such	designation	is	made	on	such	terms	that	such	Lender	and	its	lending	office	suffer	no	economic,	legal	or
regulatory	disadvantage,	with	the	object	of	avoiding	the	consequence	of	the	event	giving	rise	to	the	operation	of	such	Section.		Nothing	in
this	Section	2.12(b)	shall	affect	or	postpone	any	of	the	obligations	of	any	Borrower	or	the	right	of	any	Lender	provided	in	Sections	2.10,
3.06	and	5.04.
2.13.
Replacement	of	Lenders
.		(a)		If	any	Lender	becomes	a	Defaulting	Lender	or	an	Impacted	Lender,	(b)	upon	the
occurrence	of	any	event	giving	rise	to	the	operation	of	Section	2.10(a)(ii)	or	(iii),	Section	2.10(
c
d
),	Section	3.06	or	Section	5.04	with
respect	to	any	Lender	which	results	in	such	Lender	requesting	additional	amounts	from	the	Borrowers	pursuant	to	any	such	Sections,	(c)
in	the	case	of	a	refusal	by	a	Lender	to	consent	to	a	proposed	change,	waiver,	discharge	or	termination	with	respect	to	this	Agreement
which	has	been	approved	by	the	Required	Lenders	as	(and	to	the	extent)	provided	in	Section	
13.12
13.13
(b)	or	(d)	in	the	circumstances
provided	in	Section	2.19(b),	the	Borrowers	shall	have	the	right,	in	accordance	with	Section	
13.04
13.05
(b),	to	replace	such	Lender	(the
“
Replaced	Lender
”)	with	one	or	more	other	Eligible	Transferees	(collectively,	the	“
Replacement	Lender


key: chroma:document
string_value:
Replacement	Lender
”)	and	each	of	which	shall	be
reasonably	acceptable	to	the	Administrative	Agent,	the	Swingline	Lender	and	each	Issuing	Lender;	
provided
	that:
95


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string_value:
(i)
at	the	time	of	any	replacement	pursuant	to	this	Section	2.13,	the	Replacement	Lender	shall	enter	into	one	or
more	Assignment	and	Assumption	Agreements	pursuant	to	Section	
13.04
13.05
(b)	(and	with	all	fees	payable	pursuant	to	said
Section	
13.04
13.05
(b)	to	be	paid	by	the	Borrowers)	pursuant	to	which	the	Replacement	Lender	shall	acquire	at	par	the	entire
Revolving	Loan	Commitment	and	all	outstanding	Revolving	Loans	of,	and	all	participations	in	Letters	of	Credit	and	Swingline
Loans	by,	the	Replaced	Lender	and,	in	connection	therewith,	shall	pay	to	(i)	the	Replaced	Lender	in	respect	thereof	an	amount
equal	to	the	sum	of	(A)	an	amount	equal	to	the	principal	of,	and	all	accrued	interest	on,	all	outstanding	Revolving	Loans	of	the
respective	Replaced	Lender,	(B)	an	amount	equal	to	all	Unpaid	Drawings	that	have	been	funded	by	(and	not	reimbursed	to)
such	Replaced	Lender,	together	with	all	then	unpaid	interest	with	respect	thereto	at	such	time	and	(C)	an	amount	equal	to	all
accrued,	but	theretofore	unpaid,	Fees	owing	to	the	Replaced	Lender	pursuant	to	Section	4.01,	(ii)	each	Issuing	Lender	an
amount	equal	to	such	Replaced	Lender’s	RL	Percentage	of	any	Unpaid	Drawing	relating	to	Letters	of	Credit	issued	by	such
Issuing	Lender	(which	at	such	time	remains	an	Unpaid	Drawing)	to	the	extent	such	amount	was	not	theretofore	funded	by	such
Replaced	Lender	and	(iii)	the	Swingline	Lender	an	amount	equal	to	such	Replaced	Lender’s	RL	Percentage	of	any	Mandatory


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string_value:
Borrowing	to	the	extent	such	amount	was	not	theretofore	funded	by	such	Replaced	Lender	to	the	Swingline	Lender;	and
(ii)
all	obligations	of	the	Borrowers	then	owing	to	the	Replaced	Lender	(other	than	those	specifically	described
in	clause	(i)	above	in	respect	of	which	the	assignment	purchase	price	has	been,	or	is	concurrently	being,	paid,	but	including	all
amounts,	if	any,	owing	under	Section	2.11)	shall	be	paid	in	full	to	such	Replaced	Lender	concurrently	with	such	replacement.
(b)
Upon	receipt	by	the	Replaced	Lender	of	all	amounts	required	to	be	paid	to	it	pursuant	to	this	Section	2.13,	if	the
Replaced	Lender	does	not	execute	and	deliver	to	the	Administrative	Agent	a	duly	completed	Assignment	and	Assumption	Agreement
necessary	to	reflect	such	replacement	by	the	later	of	(a)	the	date	on	which	the	assignee	Lender	executes	and	delivers	such	Assignment
and	Assumption	Agreement	and	(b)	the	date	as	of	which	all	obligations	of	the	Borrowers	owing	to	such	Replaced	Lender	relating	to	the
Loans	and	participations	so	assigned	shall	be	paid	in	full	by	the	assignee	Lender	and/or	the	Borrowers	to	such	Replaced	Lender,	then	the
Replaced	Lender	shall	be	deemed	to	have	executed	and	delivered	such	Assignment	and	Assumption	Agreement	as	of	such	later	date,	and
any	such	Assignment	and	Assumption	Agreement	so	executed	by	the	Replaced	Lender	shall	be	effective	for	purposes	of	this	Section	2.13
and	Section	
13.04
13.05
.		Upon	the	execution	(or	deemed	execution,	as	the	case	may	be)	of	the	respective	Assignment	and	Assumption


key: chroma:document
string_value:
Agreement	by	the	parties	thereto,	the	payment	of	amounts	referred	to	in	clauses	(i)	and	(ii)	above,	recordation	of	the	assignment	on	the
Register	by	the	Administrative	Agent	pursuant	to	Section	
13.15
13.16
	
and,	if	so	requested	by	the	Replacement	Lender,	delivery	to	the
Replacement	Lender	of	the	appropriate	Note	or	Notes	executed	by	the	relevant	Borrowers,	(x)	the	Replacement	Lender	shall	become	a
Lender	hereunder	and	the	Replaced	Lender	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
),	which	shall	survive	as	to	such
Replaced	Lender	and	(y)	the	RL	Percentages	of	the	Lenders	shall	be	automatically	adjusted	at	such	time	to	give	effect	to	such
replacement.
(c)
The	benefit	of	the	Collateral	and	of	the	Security	Documents	shall	automatically	transfer	to	any	assignee	or	transferee
(by	way	of	novation	or	otherwise)	of	part	or	all	of	the	obligations	expressed	to	be	secured	by	the	Collateral.	For	the	purpose	of	Article
1278	and	Article	1281	of	the	Belgian	Civil	Code	(and,	to	the	extent	applicable,	any	similar	provisions	of	foreign	law),	the	Administrative
Agent,	the	Collateral	Agent	and	the	other	Secured	Creditors	and	each	of	the	Credit	Parties	hereby	expressly	reserve	the	preservation	of
the	Collateral	and	of	the	Security	Documents	in	case	of	assignment,	novation,	amendment	or	any	other	transfer	or	change	of	the
obligations	expressed	to	be	secured	by	the	Collateral
96


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(including,	without	limitation,	an	extension	of	the	term	or	an	increase	of	the	amount	of	such	obligations	or	the	granting	of	additional
credit)	or	of	any	change	of	any	of	the	parties	to	this	Agreement	or	any	other	Credit	Document.
2.14.
Incremental	Commitments
.		(a)		The	Company	shall	have	the	right,	in	consultation	and	coordination	with	the
Administrative	Agent	as	to	all	of	the	matters	set	forth	below	in	this	Section	2.14,	but	without	requiring	the	consent	of	the	Administrative
Agent	or	the	Lenders	(except,	in	either	case,	as	otherwise	provided	in	this	Section	2.14),	to	request	at	any	time	and	from	time	to	time	after
the	Effective	Date	and	prior	to	the	Final	Maturity	Date	that	one	or	more	Lenders	(and/or	one	or	more	other	Persons	which	are	Eligible
Transferees	and	which	will	become	Lenders)	provide	Incremental	Commitments	and,	subject	to	the	applicable	terms	and	conditions
contained	in	this	Agreement	and	the	relevant	Incremental	Commitment	Agreement,	make	Revolving	Loans	and	participate	in	Letters	of
Credit	and	Swingline	Loans	pursuant	thereto;	
provided
	that	(i)	no	Lender	shall	be	obligated	to	provide	an	Incremental	Commitment,	and
until	such	time,	if	any,	as	such	Lender	has	agreed	in	its	sole	discretion	to	provide	an	Incremental	Commitment	and	executed	and	delivered
to	the	Administrative	Agent,	the	Company	and	the	other	Borrowers	an	Incremental	Commitment	Agreement	as	provided	in	clause	(b)	of
this	Section	2.14,	such	Lender	shall	not	be	obligated	to	fund	any	Revolving	Loans	in	excess	of	its	Revolving	Loan	Commitment	(if	any)	or


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participate	in	any	Letters	of	Credit	or	Swingline	Loans	in	excess	of	its	RL	Percentage,	in	each	case,	as	in	effect	prior	to	giving	effect	to
such	Incremental	Commitment	provided	pursuant	to	this	Section	2.14	(it	being	understood	and	agreed	that	any	Lender	that	does	not
agree	to	provide	any	such	Incremental	Commitment	within	ten	Business	Days	after	a	request	therefor	(or	such	shorter	period	as	may	be
provided	in	any	such	request	for	Incremental	Commitments)	shall	be	deemed	to	have	declined	to	provide	any	such	Incremental
Commitment	except	to	the	extent	such	Lender	thereafter	executes	and	delivers	an	Incremental	Commitment	Agreement	in	accordance
with	the	terms	hereof),	(ii)	any	Lender	(including	any	Person	which	is	an	Eligible	Transferee	who	will	become	a	Lender)	may	so	provide	an
Incremental	Commitment	without	the	consent	of	any	other	Lender;	
provided
	that	any	Lender	(or	Person	who	is	an	Eligible	Transferee	who
will	become	a	Lender)	providing	Incremental	Commitments	shall	require	the	consent	of	the	Administrative	Agent,	each	Issuing	Lender	and
the	Swingline	Lender	(which	consents	shall	not	be	unreasonably	withheld,	conditioned	or	delayed),	(iii)	the	aggregate	amount	of	each
request	(and	provision	therefor)	for	Incremental	Commitments	shall	be	in	a	minimum	aggregate	amount	for	all	Lenders	which	provide	an
Incremental	Commitment	pursuant	to	a	given	Incremental	Commitment	Agreement	pursuant	to	this	Section	2.14	(including	Persons	who
are	Eligible	Transferees	and	will	become	Lenders)	of	at	least	$50,000,000	(or	such	lesser	amount	that	is	acceptable	to	the	Administrative


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Agent),	(iv)	the	aggregate	amount	of	all	Incremental	Commitments	permitted	to	be	provided	pursuant	to	this	Section	2.14	after	the	
First
Amendment	
and	Restatement	
Effective	Date	shall	not	exceed	in	the	aggregate	$
200,000,000
100,000,000
,	(or,	if	at	the	time	of	the	making
of	Incremental	Commitments	pursuant	to	this	Section	2.14,	the	excess	of	(x)	the	Borrowing	Base	at	such	time,	minus	(y)	the	Cash
Contribution	to	the	Borrowing	Base	at	such	time,	minus	(z)	the	Total	Revolving	Loan	Commitments	at	such	time	(prior	to	giving	effect	to
such	Incremental	Commitments)	is	greater	than	the	amount	that	would	otherwise	be	permitted	by	this	clause	(iv)	at	such	time,	such
greater	amount),	(v)	all	Revolving	Loans	incurred	pursuant	to	an	Incremental	Commitment	(and	all	interest,	fees	and	other	amounts
payable	thereon)	shall	be	Obligations	under	this	Agreement	and	the	other	applicable	Credit	Documents	and	shall	be	secured	by	the
relevant	Security	Documents,	and	guaranteed	under	the	relevant	Guaranties,	on	a
	pari	passu
	basis	with	all	other	Loans	(and	related
Obligations)	secured	by	each	relevant	Security	Document	and	guaranteed	under	each	relevant	Guaranty,	and	(vi)	each	Lender	(including
any	Person	which	is	an	Eligible	Transferee	who	will	become	a	Lender)	agreeing	to	provide	an	Incremental	Commitment	pursuant	to	an
Incremental	Commitment	Agreement	shall,	subject	to	the	satisfaction	of	the	relevant	conditions	set	forth	in	this	Agreement,	participate	in


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Swingline	Loans	and	Letters	of	Credit	pursuant	to	Sections	2.01(b)	and	3.04,	respectively,	and	make	Revolving	Loans	as	provided	in
Section	2.01(a)	and	such	Revolving	Loans	shall	constitute	Revolving	Loans	for	all	purposes	of	this	Agreement	and	the	other	applicable
Credit
97


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Documents.	The	effectiveness	of	any	Incremental	Commitments	shall	be	subject	to	the	provisions	of	Section	
13.23
13.24
.
(b)
At	the	time	of	the	provision	of	Incremental	Commitments	pursuant	to	this	Section	2.14,	(I)	the	Company,	each	other
Borrower,	each	Subsidiary	Guarantor,	the	Administrative	Agent,	the	Swingline	Lender	and	each	Issuing	Lender	(if	the	consent	of	the
Swingline	Lender	and	each	Issuing	Lender	is	required	pursuant	to	Section	2.14(a)(ii))	and	each	such	Lender	or	other	Eligible	Transferee
which	agrees	to	provide	an	Incremental	Commitment	(each,	an	“
Incremental	Lender
”)	shall	execute	and	deliver	to	the	Borrowers	and	the
Administrative	Agent	an	Incremental	Commitment	Agreement,	appropriately	completed	(with	the	effectiveness	of	the	Incremental
Commitment	provided	therein	to	occur	on	the	date	set	forth	in	such	Incremental	Commitment	Agreement,	which	date	in	any	event	shall	be
no	earlier	than	the	date	on	which	(i)	all	fees	required	to	be	paid	in	connection	therewith	at	the	time	of	such	effectiveness	shall	have	been
paid,	(ii)	all	Incremental	Commitment	Requirements	have	been	satisfied,	(iii)	all	conditions	set	forth	in	this	Section	2.14	shall	have	been
satisfied	and	(iv)	all	other	conditions	precedent	that	may	be	set	forth	in	such	Incremental	Commitment	Agreement	shall	have	been
satisfied)	and	(II)	the	Company,	each	other	Borrower,	each	Subsidiary	Guarantor,	the	Collateral	Agent	and	each	Incremental	Lender	(as
applicable)	shall	execute	and	deliver	to	the	Administrative	Agent	and	the	Collateral	Agent	such	additional	Security	Documents	and/or


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amendments	to	the	Security	Documents	which	are	necessary	to	ensure	that	all	Loans	incurred	pursuant	to	the	Incremental	Commitments
are	secured	by	each	relevant	Security	Document	(the	“
Incremental	Security	Documents
”).		The	Administrative	Agent	shall	promptly	notify
each	Lender	as	to	the	effectiveness	of	each	Incremental	Commitment	Agreement	and,	at	such	time,	Schedule	1.01(a)	shall	be	deemed
modified	to	reflect	the	Incremental	Commitments	of	such	Incremental	Lenders.
(c)
It	is	understood	and	agreed	that	the	Incremental	Commitments	provided	by	an	Incremental	Lender	or	Incremental
Lenders,	as	the	case	may	be,	pursuant	to	each	Incremental	Commitment	Agreement	shall	constitute	part	of,	and	be	added	to,	the	Total
Revolving	Loan	Commitment	and	each	Incremental	Lender	shall	constitute	a	Lender	for	all	purposes	of	this	Agreement	and	each	other
applicable	Credit	Document.
(d)
At	the	time	of	any	provision	of	Incremental	Commitments	pursuant	to	this	Section	2.14,	each	Borrower	shall,	in
coordination	with	the	Administrative	Agent,	repay	outstanding	Revolving	Loans	of	certain	of	the	Lenders,	and	incur	additional	Revolving
Loans	from	certain	other	Lenders	(including	the	Incremental	Lenders),	in	each	case	to	the	extent	necessary	so	that	all	of	the	Lenders
participate	in	each	outstanding	Borrowing	of	Revolving	Loans	pro	rata	on	the	basis	of	their	respective	Revolving	Loan	Commitments	(after
giving	effect	to	any	increase	in	the	Total	Revolving	Loan	Commitment	pursuant	to	this	Section	2.14)	and	with	the	Borrowers	being
obligated	to	pay	to	the	respective	Lenders	any	costs	of	the	type	referred	to	in	Section	2.11	in	connection	with	any	such	repayment	and/or


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Borrowing.
(e)
At	the	time	of	any	provision	of	Incremental	Commitments	pursuant	to	this	Section	2.14,	all	dollar	thresholds	included
in	any	determination	made	with	respect	to	Excess	Availability	
and	the	dollar	amount	of	the	Liquidity	Threshold	
shall	be	increased
automatically	in	an	amount	equal	to	the	percentage	by	which	the	Incremental	Commitments	increase	the	Total	Revolving	Loan
Commitment
;	provided	that	the	foregoing	clause	(e)	shall	not	apply	(including	in	respect	of	any	Incremental	Commitments	incurred	prior
to	the	First	Amendment	Effective	Date)	to	the	dollar	thresholds	set	forth	in	the	definition	of	“Convertible	Notes	Maturity	Default”.
.
2.15.
Defaulting	Lenders
.		(a)		Notwithstanding	any	provision	of	this	Agreement	or	in	the	other	Credit	Documents	to	the
contrary,	if	any	Lender	becomes	a	Defaulting	Lender,	then	the	following	provisions	shall	apply	for	so	long	as	such	Lender	is	a	Defaulting
Lender	and	if	any	Swingline	Loan	Exposure	or	Letter	of	Credit	Exposure	exists	at	the	time	a	Lender	becomes	a	Defaulting	Lender	then:
98


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(i)
all	or	any	part	of	such	Swingline	Loan	Exposure	and	Letter	of	Credit	Exposure	shall	be	reallocated	among
the	Lenders	that	are	Non-Defaulting	Lenders	in	accordance	with	their	respective	RL	Percentages	(calculated	without	regard	to
any	Defaulting	Lender’s	Revolving	Loan	Commitment)	but	only	to	the	extent	(x)	the	sum	of	the	Individual	Exposures	of	all
Lenders	that	are	Non-Defaulting	Lenders	
plus
	such	Defaulting	Lender’s	Swingline	Loan	Exposure	and	Letter	of	Credit	Exposure
does	not	exceed	the	aggregate	amount	of	all	Non-Defaulting	Lenders’	Revolving	Loan	Commitments	and	(y)	immediately
following	the	reallocation	to	a	Lender	that	is	a	Non-Defaulting	Lender,	the	Individual	Exposure	of	such	Lender	does	not	exceed
its	Revolving	Loan	Commitment	at	such	time;
(ii)
if	the	reallocation	described	in	clause	(i)	above	cannot,	or	can	only	partially,	be	effected,	the	applicable
Borrowers	shall	within	one	Business	Day	following	notice	by	the	Administrative	Agent	(x)	
first
,	prepay	such	Swingline	Loan
Exposure	and	(y)	
second
,	cash	collateralize	in	a	manner	reasonably	satisfactory	to	the	Administrative	Agent	and	each	applicable
Issuing	Lender	such	Defaulting	Lender’s	Letter	of	Credit	Exposure	(after	giving	effect	to	any	partial	reallocation	pursuant	to
clause	(i)	above)	in	an	aggregate	amount	equal	to	102%	of	such	Defaulting	Lender’s	Letter	of	Credit	Exposure	for	so	long	as
such	Letter	of	Credit	Exposure	is	outstanding	(the	“
Letter	of	Credit	Back-Stop	Arrangements
”)	(it	being	understood	that,	for


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”)	(it	being	understood	that,	for
purposes	of	clarity,	(x)	such	requirement	shall	terminate	as	to	any	Defaulting	Lender	upon	the	termination	of	Defaulting	Lender
status	of	the	applicable	Lender	and	(y)	at	the	request	of	the	Company,	upon	a	determination	by	the	Administrative	Agent	or	the
respective	Issuing	Lender	that	there	exists	cash	collateral	in	excess	of	102%	of	such	Defaulting	Lender’s	Letter	of	Credit
Exposure,	such	excess	cash	collateral	may	be	returned	to	the	applicable	Borrowers	so	long	as	no	Default	or	Event	of	Default
then	exists	or	would	result	therefrom);
(iii)
if	any	portion	of	such	Defaulting	Lender’s	Letter	of	Credit	Exposure	is	cash	collateralized	pursuant	to
clause	(ii)	above,	the	applicable	Borrowers	shall	not	be	required	to	pay	the	Letter	of	Credit	Fees	for	participation	with	respect
to	such	portion	of	such	Defaulting	Lender’s	Letter	of	Credit	Exposure	so	long	as	it	is	cash	collateralized;
(iv)
if	the	Letter	of	Credit	Exposure	of	the	Non-Defaulting	Lenders	is	reallocated	pursuant	to	this	Section
2.15(a),	then	the	Letter	of	Credit	Fees	payable	to	the	Lenders	pursuant	to	Section	4.01(b)	shall	be	adjusted	in	accordance	with
such	Non-Defaulting	Lenders’	RL	Percentages	(calculated	without	regard	to	any	Defaulting	Lender’s	Revolving	Loan
Commitment)	and	the	Defaulting	Lender	shall	not	be	entitled	to	any	Letter	of	Credit	Fee;	and
(v)
if	any	Defaulting	Lender’s	Letter	of	Credit	Exposure	is	neither	cash	collateralized	nor	reallocated	pursuant
to	this	Section	2.15(a),	then,	without	prejudice	to	any	rights	or	remedies	of	any	Issuing	Lender	or	any	Lender	hereunder,	all


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Letter	of	Credit	Fees	payable	under	Section	4.01(b)	with	respect	to	such	Defaulting	Lender’s	Letter	of	Credit	Exposure	shall	be
payable	to	the	applicable	Issuing	Lender	until	such	Letter	of	Credit	Exposure	is	cash	collateralized	and/or	reallocated.
(b)
Notwithstanding	anything	to	the	contrary	contained	in	Section	2.01(a)	or	Section	3,	so	long	as	any	Lender	is	a
Defaulting	Lender	(i)	the	Swingline	Lender	shall	not	be	required	to	fund	any	Swingline	Loan	and	no	Issuing	Lender	shall	be	required	to
issue,	amend	or	increase	any	Letter	of	Credit,	unless	it	is	satisfied	that	the	related	exposure	will	be	100%	covered	by	the	Revolving	Loan
Commitments	of	the	Non-Defaulting	Lenders	and/or	cash	collateral	has	been	provided	by	the	applicable	Borrowers	in	accordance	with
Section	2.15(a),	and	(ii)	participating	interests	in	any	such	newly	issued	or	increased	Letter	of	Credit	or	newly	made	Swingline	Loan	shall
be	allocated	among	Lenders	that	are	Non-Defaulting
99


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Lenders	in	a	manner	consistent	with	Section	2.15(a)(i)	(and	Defaulting	Lenders	shall	not	participate	therein).
(c)
Notwithstanding	anything	to	the	contrary	contained	herein,	in	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	Agreement
,	any	amount	payable	to	a	Defaulting	Lender	hereunder	(whether	on
account	of	principal,	interest,	fees	or	otherwise	and	including	any	amount	that	would	otherwise	be	payable	to	such	Defaulting	Lender
pursuant	to	Section	13.02)	may,	in	lieu	of	being	distributed	to	such	Defaulting	Lender,	be	retained	by	the	Administrative	Agent	in	a
segregated	non-interest	bearing	account	and,	subject	to	any	requirements	of	applicable	law,	be	applied	at	such	time	or	times	as	may	be
determined	by	the	Administrative	Agent	(i)	
first
,	to	the	payment	of	any	amounts	owing	by	such	Defaulting	Lender	to	the	Administrative
Agent	hereunder,	(ii)	
second
,	pro	rata,	to	the	payment	of	any	amounts	owing	by	such	Defaulting	Lender	to	the	Issuing	Lenders	or	the
Swingline	Lender	hereunder,	(iii)	
third
,	to	the	funding	of	any	Loan	or	the	funding	or	cash	collateralization	of	any	participation	in	any
Swingline	Loan	or	Letter	of	Credit	in	respect	of	which	such	Defaulting	Lender	has	failed	to	fund	its	portion	thereof	as	required	by	this
Agreement,	as	determined	by	the	Administrative	Agent,	(iv)	
fourth


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fourth
,	if	so	determined	by	the	Administrative	Agent,	held	in	such	account	as
cash	collateral	for	future	funding	obligations	of	the	Defaulting	Lender	under	this	Agreement,	(v)	
fifth
,	to	the	payment	of	any	amounts
owing	to	the	Lenders	as	a	result	of	any	judgment	of	a	court	of	competent	jurisdiction	obtained	by	any	Lender	against	such	Defaulting
Lender	as	a	result	of	such	Defaulting	Lender’s	breach	of	its	obligations	under	this	Agreement,	(vi)	
sixth
,	so	long	as	no	Default	or	Event	of
Default	has	occurred	and	is	continuing,	to	the	payment	of	any	amounts	owing	to	any	Borrower	as	a	result	of	any	judgment	of	a	court	of
competent	jurisdiction	obtained	by	the	such	Borrower	against	such	Defaulting	Lender	as	a	result	of	such	Defaulting	Lender’s	breach	of	its
obligations	under	this	Agreement,	and	(vii)	
seventh
,	to	such	Defaulting	Lender	or	as	otherwise	directed	by	a	court	of	competent
jurisdiction;	
provided
	that	if	such	payment	is	(x)	a	prepayment	of	the	principal	amount	of	any	Loans	or	repayments	of	Unpaid	Drawings	in
respect	of	which	a	Defaulting	Lender	has	funded	its	participation	obligations	and	(y)	made	at	a	time	when	the	conditions	set	forth	in
Section	7	are	satisfied	or	waived,	such	payment	shall	be	applied	solely	to	prepay	the	Loans	of,	and	reimbursement	obligations	owed	to,	all
Non-Defaulting	Lenders	pro	rata	prior	to	being	applied	to	the	prepayment	of	any	Loans,	or	Unpaid	Drawings	owed	to,	any	Defaulting
Lender.		Any	payments,	prepayments	or	other	amounts	paid	or	payable	to	a	Defaulting	Lender	that	are	applied	(or	held)	to	pay	amounts


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owed	by	a	Defaulting	Lender	or	to	post	cash	collateral	pursuant	to	this	clause	(c)	shall	be	deemed	paid	to	and	redirected	by	such
Defaulting	Lender,	and	each	Lender	irrevocably	consents	hereto.
(d)
In	the	event	that	the	Administrative	Agent,	the	Company,	each	Issuing	Lender	and	the	Swingline	Lender	each	agrees
that	a	Defaulting	Lender	has	adequately	remedied	all	matters	that	caused	such	Lender	to	be	a	Defaulting	Lender,	then	(i)	the	Swingline
Loan	Exposure	and	Letter	of	Credit	Exposure	of	the	Lenders	shall	be	readjusted	to	reflect	the	inclusion	of	such	Lender’s	Revolving	Loan
Commitments	and	on	such	date	such	Lender	shall	purchase	at	par	such	of	the	Revolving	Loans	of	the	other	Lenders	(other	than	Swingline
Loans)	as	the	Administrative	Agent	shall	determine	may	be	necessary	in	order	for	such	Lender	to	hold	such	Revolving	Loans	in	accordance
with	its	RL	Percentage	and	(ii)	so	long	as	no	Default	or	Event	of	Default	then	exists,	all	funds	held	as	cash	collateral	pursuant	to	the	Letter
of	Credit	Back-Stop	Arrangements	shall	thereafter	be	promptly	returned	to	the	applicable	Borrowers;	
provided
	that,	except	to	the	extent
otherwise	expressly	agreed	to	by	the	affected	parties	and	subject	to	Section	
9.15
13.25
,	no	change	hereunder	from	a	Defaulting	Lender	to
a	Non-Defaulting	Lender	will	constitute	a	waiver	or	release	of	any	claim	of	any	party	hereunder	against	such	Defaulting	Lender	arising
from	that	Lender	having	been	a	Defaulting	Lender.		If	the	Revolving	Loan	Commitments	have	been	terminated,	all	Obligations	have	been


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paid	in	full	and	no	Letters	of	Credit	are	outstanding,	then	all	funds	held	as	cash	collateral	pursuant	to	the	Letter	of	Credit	Back-Stop
Arrangements	shall	thereafter	be	promptly	returned	to	the	applicable	Borrowers.
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2.16.
[Reserved]
.
2.17.
[Reserved]
.
2.18.
The	Company	as	Agent	for	Borrowers
.		Each	Borrower	hereby	irrevocably	appoints	the	Company	as	its	agent	and
attorney-in-fact	for	all	purposes	under	this	Agreement	and	each	other	Credit	Document,	which	appointment	shall	remain	in	full	force	and
effect	unless	and	until	the	Administrative	Agent	shall	have	received	prior	written	notice	signed	by	the	respective	appointing	Borrower	that
such	appointment	has	been	revoked.		Each	Borrower	hereby	irrevocably	appoints	and	authorizes	the	Company	(i)	to	provide	the
Administrative	Agent	with	all	notices	with	respect	to	Loans	and	Letters	of	Credit	obtained	for	the	benefit	of	any	Borrower	and	all	other
notices	and	instructions	under	this	Agreement	or	any	other	Credit	Document	and	(ii)	to	take	such	action	as	the	Company	deems
appropriate	on	its	behalf	to	exercise	such	other	powers	as	are	reasonably	incidental	thereto	to	carry	out	the	purposes	of	this	Agreement
and	the	other	Credit	Documents.		It	is	understood	that	the	handling	of	the	Credit	Account	and	the	Collateral	of	the	respective	Borrowers	in
a	combined	fashion	(i.e.,	the	U.S.	Borrowers	in	a	combined	fashion
	and
,
	
the	Dutch	
Borrowers	in	a	combined	fashion	and	the	UK
	Borrowers
in	a	combined	fashion),	as	more	fully	set	forth	herein,	is	done	solely	as	an	accommodation	to	the	Borrowers	in	order	to	utilize	the
collective	borrowing	powers	of	the	Borrowers	in	the	most	efficient	and	economical	manner	and	at	their	request,	and	that	the	Lenders	shall


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not	incur	liability	to	any	Borrower	as	a	result	hereof.		Each	Borrower	expects	to	derive	benefit,	directly	or	indirectly,	from	the	handling	of
the	Credit	Account	and	the	Collateral	in	a	combined	fashion	since	the	successful	operation	of	each	Borrower	is	dependent	on	the
continued	successful	performance	of	the	consolidated	group.
2.19.
Extension	of	Revolving	Loan	Commitments
.		(a)		Notwithstanding	anything	to	the	contrary	in	this	Agreement,	subject
to	the	terms	of	this	Section	2.19,	the	Company	may	extend	the	maturity	date,	and	otherwise	modify	the	terms	of	the	Total	Revolving	Loan
Commitment,	or	any	portion	thereof	(including	by	increasing	the	interest	rate	or	fees	payable	in	respect	of	any	Loans	and/or	Revolving
Loan	Commitments	or	any	portion	thereof	(and	related	outstandings)	(the	“
Extension
”)	pursuant	to	a	written	offer	(the	“
Extension	Offer
”)
made	by	the	Company	to	all	Lenders,	in	each	case	on	a	pro	rata	basis	(based	on	the	aggregate	outstanding	principal	amount	of	the
respective	outstanding	Revolving	Loans	and	unfunded	Revolving	Loan	Commitments)	and	on	the	same	terms	to	each	such	Lender
;
provided
,	that	an	Extension	Offer	to	extend	Initial	Revolving	Loan	Commitments	may	be	made	only	to	Lenders	holding	Initial	Revolving
Loan	Commitments	to	enable	them	to	extend	such	commitments	to	the	2023	Extended	Maturity	Date	and	the	provisions	of	this	Section
2.19	shall	apply	to	any	such	Extension	Offer	accordingly
.		In	connection	with	the	Extension,	(i)	the	Company	will	provide	notification	to	the


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Administrative	Agent	(for	distribution	to	the	Lenders),	(ii)	the	Swingline	Lender	and	(iii)	each	Lender,	acting	in	its	sole	and	individual
discretion,	wishing	to	participate	in	the	Extension	shall,	prior	to	the	date	(the	“
Notice	Date
”)	specified	in	the	notice	(which	shall	be	at	least
10	Business	Days	after	delivery	of	the	notice)	given	by	the	Administrative	Agent	to	such	Lender,	provide	the	Administrative	Agent	with	a
written	notice	thereof	in	a	form	reasonably	satisfactory	to	the	Administrative	Agent.		Any	Lender	that	does	not	respond	to	the	Extension
Offer	by	the	Notice	Date	shall	be	deemed	to	have	rejected	such	Extension.		The	Administrative	Agent	shall	promptly	notify	the	Company	of
each	Lender’s	determination	under	this	Section	2.19(a).		The	election	of	any	Lender	to	agree	to	the	Extension	shall	not	obligate	any	other
Lender	to	so	agree.		After	giving	effect	to	the	Extension,	the	Revolving	Loan	Commitments	so	extended	shall	cease	to	be	a	part	of	the
tranche	of	the	Revolving	Loan	Commitments	they	were	a	part	of	immediately	prior	to	the	Extension	and	shall	be	a	new	tranche	of
Extended	Revolving	Loan	Commitments	hereunder.
(b)
The	Company	shall	have	the	right	to	replace	each	Lender	that	shall	have	rejected	(or	be	deemed	to	have	rejected)	the
Extension	under	Section	2.19(a)	with,	and	add	as	“Lenders”	under	this	Agreement	in	place	thereof,	one	or	more	Replacement	Lenders	as
provided	in	Section	2.13;	
provided
	that
101


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each	of	such	Replacement	Lenders	shall	enter	into	an	Assignment	and	Assumption	Agreement	pursuant	to	which	such	Replacement
Lender	shall,	effective	as	of	a	closing	date	selected	by	the	Administrative	Agent	in	consultation	with	the	Company	(which	shall	occur	on
the	same	date	as	the	effectiveness	of	the	Extension	as	to	the	Lenders	which	have	consented	thereto	pursuant	to	Section	2.19(a)),
undertake	the	Revolving	Loan	Commitment	of	such	Replaced	Lender	(and,	if	any	such	Replacement	Lender	is	already	a	Lender,	its
Revolving	Loan	Commitment	shall	be	in	addition	to	such	Lender’s	Revolving	Loan	Commitment	hereunder	on	such	date).
		Notwithstanding
anything	herein	to	the	contrary,	each	party	hereto	agrees	that	any	assignment	pursuant	to	the	terms	of	this	Section	2.19	may	be	effected
pursuant	to	an	Assignment	and	Assumption	Agreement	executed	by	the	Company,	the	Administrative	Agent	and	the	assignee	and	that	the
Lender	making	such	assignment	need	not	be	a	party	thereto.
(c)
The	Extension	shall	be	subject	to	the	following:
(i)
except	as	to	interest	rates,	utilization	fees,	unused	fees	and	final	maturity,	the	Revolving	Loan	Commitment
of	any	Lender	extended	pursuant	to	the	Extension	(the	“
Extended	Revolving	Loan	Commitment
”),	and	the	related	outstandings,
shall	be	a	Revolving	Loan	Commitment	(or	related	outstandings,	as	the	case	may	be)	with	the	same	terms	as	the	original
Revolving	Loan	Commitments	(and	related	outstandings);	
provided
	that,	subject	to	the	provisions	of	Sections	3.07
,
	
and
	
2.01(f)
and	2.01(g)


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2.01(f)
and	2.01(g)	
to	the	extent	dealing	with	Swingline	Loans	and	Letters	of	Credit	which	mature	or	expire	after	the	Initial	
Maturity
Date	or	the	2023	Extended	
Maturity	Date,	all	Swingline	Loans	and	Letters	of	Credit	shall	be	participated	in	on	a	pro	rata	basis
by	all	Lenders	with	Revolving	Loan	Commitments	and/or	Extended	Revolving	Loan	Commitments	in	accordance	with	their	RL
Percentages	(and	except	as	provided	in	Sections	3.07
,
	
and
	
2.01(f)
	and	2.01(g)
,	without	giving	effect	to	changes	thereto	on	the
Initial	Maturity	Date	
or	the	2023	Extended	Maturity	Date,	as	applicable,	
with	respect	to	Swingline	Loans	and	Letters	of	Credit
theretofore	incurred	or	issued)	and	all	borrowings	under	Revolving	Loan	Commitments	and	Extended	Revolving	Loan
Commitments	and	repayments	thereunder	shall	be	made	on	a	pro	rata	basis	(except	for	(x)	payments	of	interest	and	fees	at
different	rates	on	Extended	Revolving	Loan	Commitments	(and	related	outstandings)	and	(y)	repayments	required	upon	any
Final	Maturity	Date	of	any	tranche	of	Revolving	Loan	Commitments	or	Extended	Revolving	Loan	Commitments);
(ii)
if	the	aggregate	principal	amount	of	Revolving	Loan	Commitments	in	respect	of	which	Lenders	shall	have
accepted	the	Extension	Offer	shall	exceed	the	maximum	aggregate	principal	amount	of	Revolving	Loan	Commitments	offered	to
be	extended	by	the	Company	pursuant	to	the	Extension	Offer,	then	the	Revolving	Loan	Commitments	of	such	Lenders	shall	be


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extended	ratably	up	to	such	maximum	amount	based	on	the	respective	principal	amounts	(but	not	to	exceed	actual	holdings	of
record)	with	respect	to	which	such	Lenders	have	accepted	the	Extension	Offer;
(iii)
all	documentation	in	respect	of	the	Extension	shall	be	consistent	with	the	foregoing,	and	all	written
communications	by	the	Company	generally	directed	to	the	Lenders	in	connection	therewith	shall	be	in	form	consistent	with	the
foregoing	and	otherwise	reasonably	satisfactory	to	the	Administrative	Agent;	and
(iv)
the	Extension	shall	not	become	effective	unless,	on	the	proposed	effective	date	of	the	Extension,	(x)	the
Company	shall	deliver	to	the	Administrative	Agent	a	certificate	of	an	Authorized	Officer	of	each	Credit	Party	dated	the
applicable	date	of	the	Extension	and	executed	by	an	Authorized	Officer	of	such	Credit	Party	certifying	and	attaching	the
resolutions	adopted	by	such	Credit	Party	approving	or	consenting	to	such	Extension	and	(y)	the	conditions	set	forth	in	Sections
7.01	and	7.03	shall	be	satisfied	(with	all	references	in	such	Section	to	any	Credit	Event
102


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being	deemed	to	be	references	to	the	Extension	on	the	applicable	date	of	the	Extension)	and	the	Administrative	Agent	shall
have	received	a	certificate	to	that	effect	dated	the	applicable	date	of	the	Extension	and	executed	by	an	Authorized	Officer	of	the
Company.
(d)
With	respect	to	the	Extension	consummated	by	the	Company	pursuant	to	this	Section	2.19,	(i)	the	Extension	shall	not
constitute	voluntary	or	mandatory	payments	or	prepayments	for	purposes	of	this	Agreement	(including	Section	5.01,	5.02,	5.03,	13.02	or
13.06
13.07
),	(ii)	if	the	amount	extended	is	less	than	the	Maximum	Letter	of	Credit	Amount,	the	Maximum	Letter	of	Credit	Amount	shall	be
reduced	upon	the	date	that	is	five	Business	Days	prior	to	the	
2023	Extended
Initial
	
Maturity	Date	(to	the	extent	needed	so	that	the
Maximum	Letter	of	Credit	Amount	does	not	exceed	the	aggregate	Revolving	Loan	Commitments	which	would	be	in	effect	after	the	
2023
Extended
Initial
	
Maturity	Date),	and,	if	applicable,	the	Company	shall	cash	collateralize	obligations	under	any	issued	Letters	of	Credit	with
a	termination	date	(taking	into	account	any	possible	extensions	thereof)	later	than	five	Business	Days	prior	to	the	
2023	Extended
Initial
Maturity	Date	in	an	amount	equal	to	102%	of	the	Stated	Amount	of	such	Letters	of	Credit	that	are	in	excess	of	the	proposed	reduced
Maximum	Letter	of	Credit	Amount,	and	(iii)	if	the	amount	extended	is	less	than	the	Maximum	Swingline	Amount,	the	Maximum	Swingline
Amount	shall	be	reduced	upon	the	date	that	is	five	Business	Days	prior	to	the	
2023	Extended
Initial
	
Maturity	Date	(to	the	extent	needed	so


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Maturity	Date	(to	the	extent	needed	so
that	the	Maximum	Swingline	Amount	does	not	exceed	the	aggregate	Revolving	Loan	Commitments	which	would	be	in	effect	after	the	
2023
Extended
Initial
	
Maturity	Date),	and,	if	applicable,	the	Company	shall	prepay	any	outstanding	Swingline	Loans	in	excess	of	the	Maximum
Swingline	Amount	that	is	then	in	effect.		The	Administrative	Agent	and	the	Lenders	hereby	consent	to	the	Extensions	and	the	other
transactions	contemplated	by	this	Section	2.19	(including,	for	the	avoidance	of	doubt,	payment	of	any	interest	or	fees	in	respect	of	any
Extended	Revolving	Loan	Commitments	on	such	terms	as	may	be	set	forth	in	the	Extension	Offer)	and	hereby	waive	the	requirements	of
any	provision	of	this	Agreement	(including	Section	5.01,	5.02,	5.03,	13.02	or	
13.06
13.07
)	or	any	other	Credit	Document	that	may
otherwise	prohibit	the	Extension	or	any	other	transaction	contemplated	by	this	Section	2.19;	
provided
	that	such	consent	shall	not	be
deemed	to	be	an	acceptance	of	the	Extension	Offer.
(e)
The	Lenders	hereby	irrevocably	authorize	the	Administrative	Agent	on	behalf	of	all	of	the	Lenders	to	enter	into
amendments	to	this	Agreement	and	the	other	Credit	Documents	with	the	Credit	Parties	as	may	be	necessary	in	order	establish	new
tranches	in	respect	of	Revolving	Loan	Commitments	so	extended	and	such	amendments	as	may	be	necessary	in	connection	with	the
establishment	of	such	new	tranches,	in	each	case	on	terms	consistent	with	this	Section	2.19	and	without	any	requirement	of	additional


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consent	by	any	Lender.		Without	limiting	the	foregoing,	in	connection	with	the	Extension,	the	respective	parties	shall	(at	the	expense	of
the	Credit	Parties)	amend	(and	the	Administrative	Agent	is	hereby	authorized	to	amend)	any	Credit	Document	that	has	a	maturity	date
prior	to	the	Extended	Final	Maturity	Date	so	that	such	maturity	date	is	extended	to	the	Extended	Final	Maturity	Date	(or	such	later	date
as	may	be	advised	by	local	counsel	to	the	Administrative	Agent).
(f)
In	connection	with	the	Extension,	the	Company	shall	provide	the	Administrative	Agent	at	least	10	Business	Days’	(or
such	shorter	period	as	may	be	agreed	by	the	Administrative	Agent)	prior	written	notice	thereof,	and	shall	agree	to	such	procedures,	if	any,
as	may	be	reasonably	established	by,	or	reasonably	acceptable	to,	the	Administrative	Agent,	in	each	case	acting	reasonably	to	accomplish
the	purposes	of	this	Section	2.19.
(g)
Notwithstanding	anything	to	the	contrary	contained	herein,	any	Lender	with	Initial	Revolving	Loan
Commitments	may	agree	after	the	Amendment	and	Restatement	Effective	Date	to	convert	all	or	a	portion	of	such	Initial	Revolving
Loan	Commitments	to	2023	Extended	Revolving	Loan	Commitments	pursuant	to	an	agreement,	in	form	and	substance	reasonably
satisfactory	to	the	Administrative	Agent	and	the	Borrowers,	duly	executed	by	such	Lender,	the	Borrowers	and	the	Administrative
Agent,	without	any	requirement	of	additional	consent	by	any	other	Lender.	Thereafter,
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such	Initial	Revolving	Loan	Commitments	(or	the	portion	thereof	so	converted)	shall	be	considered	2023	Extended	Revolving	Loan
Commitments	for	all	
purposes	of	this	Agreement	and	the	other	Credit	Documents.
SECTION	3.
Letters	of	Credit
.
3.01.
Letters	of	Credit
.		(a)		Subject	to	and	upon	the	terms	and	conditions	set	forth	herein,	a	Borrower	may	request	that	an
Issuing	Lender	issue,	at	any	time	and	from	time	to	time	on	and	after	the	Effective	Date	and	prior	to	the	Final	Maturity	Date,	(i)	in	the	case
of	a	request	for	a	Letter	of	Credit	by	a	U.S.	Borrower,	for	the	joint	and	several	account	of	the	U.S.	Borrowers,	
and	
(ii)	in	the	case	of	a
request	for	a	Letter	of	Credit	by	a	Dutch	Borrower,	for	the	joint	and	several	account	of	the	Dutch	Borrowers
,	for
	
and	(iii)	in	the	case	of	a
request	for	a	Letter	of	Credit	by	a	UK	Borrower,	for	the	joint	and	several	account	of	the	UK	Borrowers,	for
	the	benefit	of	(x)	any	holder	(or
any	trustee,	agent	or	other	similar	representative	for	any	such	holders)	of	L/C	Supportable	Obligations,	an	irrevocable	standby	letter	of
credit,	in	a	form	customarily	used	by	such	Issuing	Lender	or	in	such	other	form	as	is	reasonably	acceptable	to	such	Issuing	Lender,	and	(y)
sellers	of	goods	to	the	Company	or	any	of	its	Subsidiaries,	an	irrevocable	trade	letter	of	credit,	in	a	form	customarily	used	by	such	Issuing
Lender	or	in	such	other	form	as	has	been	approved	by	such	Issuing	Lender	(each	such	letter	of	credit,	a	“
Letter	of	Credit
”	and,
collectively,	the	“


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Letter	of	Credit
”	and,
collectively,	the	“
Letters	of	Credit
”)	(although	(i)	without	limiting	the	joint	and	several	nature	of	the	U.S.	Borrowers’
	or
,
	
the	Dutch
Borrowers’	of	the	UK
	
Borrowers’	obligations,	as	the	case	may	be,	in	respect	of	the	Letters	of	Credit,	any	particular	Letter	of	Credit	may
name	only	one	or	more	of	the	U.S.	Borrowers
	or
,
	
the	Dutch	
Borrowers	or	the	UK
	Borrowers,	as	the	case	may	be,	as	the	applicant	or
obligor	therein	and,	at	the	direction	of	such	respective	Borrower(s),	may	be	issued	for	the	benefit	of,	or	on	behalf	of,	one	or	more	Wholly-
Owned	Subsidiaries	of	the	Company	and	(ii)	no	Issuing	Lender	shall	be	obligated	to	confirm	that	any	Letter	of	Credit	is	issued	only	for	the
benefit	of	a	beneficiary	set	forth	in	clauses	(x)	or	(y)	above	or	a	Wholly-Owned	Subsidiary	of	the	Company).		
(b)
Subject	to	and	upon	the	terms	and	conditions	set	forth	herein,	each	Issuing	Lender	agrees	that	it	will,	at	any	time	and
from	time	to	time	on	and	after	the	Effective	Date	and	prior	to	the	Final	Maturity	Date,	following	its	receipt	of	the	respective	Letter	of
Credit	Request,	issue	for	(i)	in	the	case	of	a	request	for	a	Letter	of	Credit	by	a	U.S.	Borrower,	for	the	joint	and	several	account	of	the	U.S.
Borrowers,	
and	
(ii)	in	the	case	of	a	request	for	a	Letter	of	Credit	by	a	Dutch	Borrower,	for	the	joint	and	several	account	of	the	Dutch
Borrowers


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string_value:
Borrowers
	and	iii)	in	the	case	of	a	request	for	a	Letter	of	Credit	by	a	UK	Borrower,	for	the	joint	and	several	account	of	the	UK	Borrowers
,
one	or	more	Letters	of	Credit	as	are	permitted	to	remain	outstanding	hereunder	without	giving	rise	to	a	Default	or	an	Event	of	Default;
provided
	that	no	Issuing	Lender	shall	be	under	any	obligation	to	issue	trade	Letters	of	Credit	if	such	Issuing	Lender	has	provided	the
Company	notice	that	it	is	unable	to	issue	trade	Letters	of	Credit;	
provided
	
further
	that	no	Issuing	Lender	shall	be	under	any	obligation	to
issue	any	Letter	of	Credit	of	the	types	described	above	if	at	the	time	of	such	issuance:
(i)
(x)	any	order,	judgment	or	decree	of	any	Governmental	Authority	or	arbitrator	shall	purport	by	its	terms	to
enjoin	or	restrain	such	Issuing	Lender	from	issuing	such	Letter	of	Credit	or	any	requirement	of	law	applicable	to	such	Issuing
Lender	or	any	request	or	directive	(whether	or	not	having	the	force	of	law)	from	any	Governmental	Authority	with	jurisdiction
over	such	Issuing	Lender	shall	prohibit,	or	request	that	such	Issuing	Lender	refrain	from,	the	issuance	of	letters	of	credit
generally	or	such	Letter	of	Credit	in	particular	or	shall	impose	upon	such	Issuing	Lender	with	respect	to	such	Letter	of	Credit
any	restriction	or	reserve	or	capital	requirement	(for	which	such	Issuing	Lender	is	not	otherwise	compensated	hereunder)	not
in	effect	with	respect	to	such	Issuing	Lender	on	the	date	hereof,	(y)	the	issuance	of	such	Letter	of	Credit	shall	contradict	any
internal	policy	of	such	Issuing	Lender,	or	(z)	any	unreimbursed	loss,
104


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cost	or	expense	which	was	not	applicable	or	in	effect	with	respect	to	such	Issuing	Lender	as	of	the	date	hereof	and	which	such
Issuing	Lender	reasonably	and	in	good	faith	deems	material	to	it;	or
(ii)
such	Issuing	Lender	shall	have	received	from	any	Borrower,	any	other	Credit	Party	or	the	Required	Lenders
prior	to	the	issuance	of	such	Letter	of	Credit	notice	of	the	type	described	in	the	second	sentence	of	Section	3.03(b).
3.02.
Maximum	Letter	of	Credit	Outstandings;	Currencies;	Final	Maturities;	Collateralized	Letters	of
Credit
.		(a)		Notwithstanding	anything	to	the	contrary	contained	in	this	Agreement:
(i)
no	Letter	of	Credit	shall	be	issued	(or	required	to	be	issued)	if	the	Stated	Amount	of	such	Letter	of	Credit,
when	added	to	the	Letter	of	Credit	Outstandings	(calculated	(x)	using	the	U.S.	Dollar	Equivalent	of	amounts	denominated	in
Euros	or	any	Acceptable	Foreign	Currency,	and	(y)	exclusive	of	Unpaid	Drawings	which	are	repaid	on	the	date	of,	and	prior	to
the	issuance	of,	the	respective	Letter	of	Credit)	at	such	time	would	exceed	$
400,000,000
500,000,000
	(the	“
Maximum	Letter	of
Credit	Amount
”);	
provided
	that	no	Issuing	Lender	shall	be	required	to	(but,	for	the	avoidance	of	doubt,	such	Issuing	Lender
may,	in	its	sole	discretion)	issue	any	Letter	of	Credit	if	the	Stated	Amount	of	such	Letter	of	Credit,	when	added	to	the	Letter	of
Credit	Outstandings	(calculated	(1)	using	the	U.S.	Dollar	Equivalent	of	amounts	denominated	in	Euros	or	any	Acceptable


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string_value:
Foreign	Currency	and	(2)	exclusive	of	Unpaid	Drawings	which	are	repaid	on	the	date	of,	and	prior	to	the	issuance	of,	the
respective	Letter	of	Credit)	in	respect	of	Letters	of	Credit	issued	by	such	Issuing	Lender	at	such	time	would	exceed	of
$
70,000,000
85,000,000
.
(ii)
no	Letter	of	Credit	shall	be	issued	(or	required	to	be	issued)	at	any	time	when	the	Aggregate	Exposure
exceeds	(or	would	after	giving	effect	to	such	issuance	exceed)	the	Total	Revolving	Loan	Commitment	at	such	time;
(iii)
no	Letter	of	Credit	shall	be	issued	(or	required	to	be	issued)	for	the	account	of	a	U.S.	Borrower	at	any	time
when	the	Aggregate	U.S.	Borrower	Exposure	exceeds	(or	would	after	giving	effect	to	such	issuance	exceed)	the	U.S.	Borrowing
Base	at	such	time;
(iv)
no	Letter	of	Credit	shall	be	issued	(or	required	to	be	issued)	for	the	account	of	a	Dutch	Borrower	at	any
time	when	the	Aggregate	Dutch	Borrower	Exposure	exceeds	(or	would	after	giving	effect	to	such	issuance	exceed)	the	Dutch
Borrowing	Base	at	such	time;
(v)
no	Letter	of	Credit	shall	be	issued	(or	required	to	be	issued)	
during	a	Reduced	Availability	Period	when
Excess	Availability	is	less	than
for	the	account	of	a	UK	Borrower	at	any	time	when	the	Aggregate	UK	Borrower	Exposure
exceeds
	
(or	would	after	giving	effect	to	such	issuance	
be	less	than)	10%	of	Availability
exceed)	the	UK	Borrowing	Base
	at	such
time;
(vi)
each	Letter	of	Credit	issued	at	the	request	of	a	Borrower	shall	be	denominated	in	an	Available	Currency;
and
(vii)


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and
(vii)
each	Letter	of	Credit	shall	by	its	terms	terminate	on	or	before	the	earlier	of	(i)	the	date	which	occurs	12
months	after	the	date	of	the	issuance	thereof	or	such	longer	period	as	may	be	acceptable	to	the	respective	Issuing	Lender
(although	any	such	standby	Letter	of	Credit	may	be	extendible	for	successive	periods	of	up	to	12	months,	but,	in	each	case,	not
beyond	the	fifth	Business	Day	prior	to	the	latest	Final	Maturity	Date	in	effect	at	such	time,	unless	cash	collateralized,	prior	to
the	extension	of	such	Letter	of	Credit,	in	an	amount	equal	to	102%	of	the	Stated	Amount	of	such	Letter	of	Credit	in	a	manner
reasonably	acceptable	to	the	respective	Issuing	Lender)	and	(ii)	five	Business	Days	prior	to	the	latest	Final	Maturity	Date	in
effect	at	such
105


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time,	unless	cash	collateralized,	prior	to	the	issuance	of	such	Letter	of	Credit,	in	an	amount	equal	to	102%	of	the	Stated	Amount
of	such	Letter	of	Credit	in	a	manner	reasonably	acceptable	to	the	respective	Issuing	Lender.
(b)
At	any	time,	and	from	time	to	time,	upon	notice	to	the	Administrative	Agent,	the	Company	shall	be	permitted,	if	no
Loans	are	then	outstanding,	to	provide	cash	collateral	in	respect	of	any	or	all	of	the	then	outstanding	Letters	of	Credit	(each	such	Letter	of
Credit,	a	“
Collateralized	Letter	of	Credit
”)	in	an	amount	equal	to	102%	of	the	Stated	Amount	of	such	Letters	of	Credit	in	a	manner
reasonably	acceptable	to	the	Administrative	Agent	and	the	respective	Issuing	Lender	and,	solely	for	purposes	of	determining	whether	a
Compliance	Period	exists	at	such	time,	the	undrawn	Stated	Amount	of	such	Collateralized	Letters	of	Credit	shall	be	excluded	from	the
calculation	of	Letter	of	Credit	Outstandings	for	purposes	of	calculating	the	Aggregate	Exposure	and	Excess	Availability	at	such	time.		At
any	time	that	no	Default	or	Event	of	Default	has	occurred	and	is	continuing,	the	Company	may	request	that	the	cash	collateral	provided	in
respect	of	the	Collateralized	Letters	of	Credit	be	released	and,	upon	such	release,	such	Letters	of	Credit	will	again	be	included	in	the
calculation	of	Letter	of	Credit	Outstandings	for	all	purposes	of	calculating	the	Aggregate	Exposure	and	Excess	Availability.		Furthermore,
to	the	extent	that	any	Borrower	thereafter	desires	to	incur	Loans	hereunder	or	have	additional	Letters	of	Credit	issued	hereunder	(or


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increase	the	Stated	Amount	of	any	then	outstanding	Letter	of	Credit)	as	permitted	by	Section	7.04,	all	Collateralized	Letters	of	Credit	will
again	be	included	in	the	calculation	of	Letter	of	Credit	Outstandings	for	all	purposes	of	calculating	the	Aggregate	Exposure	and	Excess
Availability.
3.03.
Letter	of	Credit	Requests
.		(a)		Whenever	a	Borrower	desires	that	a	Letter	of	Credit	be	issued	for	(i)	in	the	case	of	a
request	for	a	Letter	of	Credit	by	a	U.S.	Borrower,	for	the	joint	and	several	account	of	the	U.S.	Borrowers,	
and	
(ii)	in	the	case	of	a	request
for	a	Letter	of	Credit	by	a	Dutch	Borrower,	for	the	joint	and	several	account	of	the	Dutch	Borrowers
	and	(iii)	in	the	case	of	a	request	for	a
Letter	of	Credit	by	a	UK	Borrower,	for	the	joint	and	several	account	of	the	UK	Borrowers
,	such	Borrower	shall	give	the	respective	Issuing
Lender	(with	a	copy	to	the	Administrative	Agent)	at	least	two	Business	Days’	(or	such	shorter	period	as	is	acceptable	to	such	Issuing
Lender)	written	notice	thereof	(including	by	way	of	facsimile	or	electronic	mail).		Each	notice	shall	be	in	the	form	of	
Exhibit	C
,
appropriately	completed	(each,	a	“
Letter	of	Credit	Request
”),	and	shall	be	accompanied	by	the	respective	Issuing	Lender’s	customary
application	and	documentation,	if	any,	to	the	extent	required	by	such	Issuing	Lender.
(b)
The	making	of	each	Letter	of	Credit	Request	shall	be	deemed	to	be	a	representation	and	warranty	by	such	requesting
Borrower	to	the	Lenders	that	such	Letter	of	Credit	may	be	issued	in	accordance	with,	and	will	not	violate	the	requirements	of,	Section


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3.02	or	3.03.		Unless	the	respective	Issuing	Lender	has	received	notice	from	the	Administrative	Agent,	any	Borrower,	any	other	Credit
Party	or	the	Required	Lenders	before	it	issues	a	Letter	of	Credit	that	one	or	more	of	the	conditions	specified	in	Section	6	or	7	are	not	then
satisfied,	or	that	the	issuance	of	such	Letter	of	Credit	would	violate	Section	3.02	or	3.03,	then	such	Issuing	Lender	shall,	subject	to	the
terms	and	conditions	of	this	Agreement,	issue	the	requested	Letter	of	Credit	for	the	account	of	such	Borrower	in	accordance	with	such
Issuing	Lender’s	usual	and	customary	practices.		Upon	the	issuance	of	or	modification	or	amendment	to	any	standby	Letter	of	Credit,	each
Issuing	Lender	shall	promptly	notify	the	Borrower	to	be	named	as	account	party	therein	and	the	Administrative	Agent,	in	writing	of	such
issuance,	modification	or	amendment	and	such	notice	shall	be	accompanied	by	a	copy	of	such	Letter	of	Credit	or	the	respective
modification	or	amendment	thereto,	as	the	case	may	be.		Promptly	after	receipt	of	such	notice	the	Administrative	Agent	shall	notify	the
Participants,	in	writing,	of	such	issuance,	modification	or	amendment.		On	the	first	Business	Day	of	each	week,	each	Issuing	Lender	shall
furnish	the	Administrative	Agent	with	a	written	(including	via	facsimile)	report	of	the	daily	aggregate	outstandings	of	trade	Letters	of
Credit	issued	by	such	Issuing	Lender	for	the	immediately	preceding	week.
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3.04.
Letter	of	Credit	Participations
.		(a)		Immediately	upon	the	issuance	by	an	Issuing	Lender	of	any	Letter	of	Credit,
such	Issuing	Lender	shall	be	deemed	to	have	sold	and	transferred	to	each	Lender,	and	each	such	Lender	(in	its	capacity	under	this	Section
3.04,	a	“
Participant
”)	shall	be	deemed	irrevocably	and	unconditionally	to	have	purchased	and	received	from	such	Issuing	Lender,	without
recourse	or	warranty,	an	undivided	interest	and	participation,	to	the	extent	of	such	Participant’s	RL	Percentage,	in	such	Letter	of	Credit,
each	drawing	or	payment	made	thereunder	and	the	obligations	of	the	U.S.	Borrowers
	or
,
	
the	Dutch	Borrowers
	or	the	UK	Borrowers
,	as	the
case	may	be,	under	this	Agreement	with	respect	thereto,	and	any	security	therefor	or	guaranty	pertaining	thereto.		Upon	any	change	in
the	Revolving	Loan	Commitments	or	RL	Percentages	of	the	Lenders	pursuant	to	Section	2.13,	2.14,	2.15	or	
13.04
13.05
(b),	it	is	hereby
agreed	that,	with	respect	to	all	outstanding	Letters	of	Credit	and	Unpaid	Drawings	relating	thereto,	there	shall	be	an	automatic
adjustment	to	the	participations	pursuant	to	this	Section	3.04	to	reflect	the	new	RL	Percentages	of	the	assignor	and	assignee	Lender,	as
the	case	may	be.
(b)
In	determining	whether	to	pay	under	any	Letter	of	Credit,	no	Issuing	Lender	shall	have	any	obligation	relative	to	the
other	Lenders	other	than	to	confirm	that	any	documents	required	to	be	delivered	under	such	Letter	of	Credit	appear	to	have	been


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delivered	and	that	they	appear	to	substantially	comply	on	their	face	with	the	requirements	of	such	Letter	of	Credit.		Any	action	taken	or
omitted	to	be	taken	by	an	Issuing	Lender	under	or	in	connection	with	any	Letter	of	Credit	issued	by	it	shall	not	create	for	such	Issuing
Lender	any	resulting	liability	to	any	Borrower,	any	other	Credit	Party,	any	Lender	or	any	other	Person	unless	such	action	is	taken	or
omitted	to	be	taken	with	gross	negligence	or	willful	misconduct	on	the	part	of	such	Issuing	Lender	(as	determined	by	a	court	of	competent
jurisdiction	in	a	final	and	non-appealable	decision).
(c)
In	the	event	that	an	Issuing	Lender	makes	any	payment	under	any	Letter	of	Credit	issued	by	it	and	the	U.S.	Borrowers
or
,
	
the	Dutch	
Borrowers	or	the	UK
	Borrowers,	as	applicable,	shall	not	have	reimbursed	such	amount	in	full	to	such	Issuing	Lender
pursuant	to	Section	3.05(a),	such	Issuing	Lender	shall	promptly	notify	the	Administrative	Agent,	which	shall	promptly	notify	each
Participant	of	such	failure,	and	each	Participant	shall	promptly	and	unconditionally	pay	to	such	Issuing	Lender	the	amount	of	such
Participant’s	RL	Percentage	of	such	unreimbursed	payment	in	U.S.	Dollars	(or,	in	the	case	of	any	unreimbursed	payment	made	in	Euros	or
an	Acceptable	Foreign	Currency,	such	currency)	and	in	same	day	funds.		If	the	Administrative	Agent	so	notifies,	prior	to	2:00	P.M.	(New
York	City	time)	on	any	Business	Day,	any	Participant	required	to	fund	a	payment	under	a	Letter	of	Credit,	such	Participant	shall	make


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string_value:
available	to	the	respective	Issuing	Lender	in	U.S.	Dollars	(or,	in	the	case	of	any	unreimbursed	payment	made	in	Euros	or	an	Acceptable
Foreign	Currency,	such	currency)	such	Participant’s	RL	Percentage	of	the	amount	of	such	payment	on	such	Business	Day	in	same	day
funds.		If	and	to	the	extent	such	Participant	shall	not	have	so	made	its	RL	Percentage	of	the	amount	of	such	payment	available	to	the
respective	Issuing	Lender,	such	Participant	agrees	to	pay	to	such	Issuing	Lender,	forthwith	on	demand	such	amount,	together	with
interest	thereon,	for	each	day	from	such	date	until	the	date	such	amount	is	paid	to	such	Issuing	Lender	at	the	overnight	Federal	Funds
Rate	(or,	in	the	case	of	any	unreimbursed	payment	made	in	a	currency	other	than	U.S.	Dollars,	at	the	respective	Issuing	Lender’s
customary	rate	for	interbank	advances)	for	the	first	three	days	and	at	the	interest	rate	applicable	to	U.S.	Dollar	Denominated	Revolving
Loans	that	are	maintained	as	Base	Rate	Loans	for	each	day	thereafter.		The	failure	of	any	Participant	to	make	available	to	an	Issuing
Lender	its	RL	Percentage	of	any	payment	under	any	Letter	of	Credit	issued	by	such	Issuing	Lender	shall	not	relieve	any	other	Participant
of	its	obligation	hereunder	to	make	available	to	such	Issuing	Lender	its	RL	Percentage	of	any	payment	under	any	Letter	of	Credit	on	the
date	required,	as	specified	above,	but	no	Participant	shall	be	responsible	for	the	failure	of	any	other	Participant	to	make	available	to	such
Issuing	Lender	such	other	Participant’s	RL	Percentage	of	any	such	payment.
(d)


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(d)
Whenever	an	Issuing	Lender	receives	a	payment	of	a	reimbursement	obligation	as	to	which	it	has	received	any
payments	from	the	Participants	pursuant	to	clause	(c)	above,	such	Issuing
107


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Lender	shall	pay	to	each	such	Participant	which	has	paid	its	RL	Percentage	thereof,	in	U.S.	Dollars	(or,	in	the	case	of	any	unreimbursed
payment	made	in	Euros	or	an	Acceptable	Foreign	Currency,	such	currency)	and	in	same	day	funds,	an	amount	equal	to	such	Participant’s
share	(based	upon	the	proportionate	aggregate	amount	originally	funded	by	such	Participant	to	the	aggregate	amount	funded	by	all
Participants)	of	the	principal	amount	of	such	reimbursement	obligation	and	interest	thereon	accruing	after	the	purchase	of	the	respective
participations.
(e)
Upon	the	request	of	any	Participant,	each	Issuing	Lender	shall	furnish	to	such	Participant	copies	of	any	standby	Letter
of	Credit	issued	by	it	and	such	other	documentation	as	may	reasonably	be	requested	by	such	Participant.
(f)
The	obligations	of	the	Participants	to	make	payments	to	each	Issuing	Lender	with	respect	to	Letters	of	Credit	shall	be
irrevocable	and	not	subject	to	any	qualification	or	exception	whatsoever	and	shall	be	made	in	accordance	with	the	terms	and	conditions	of
this	Agreement	under	all	circumstances,	including	any	of	the	following	circumstances:
(i)
any	lack	of	validity	or	enforceability	of	this	Agreement	or	any	of	the	other	Credit	Documents;
(ii)
the	existence	of	any	claim,	setoff,	defense	or	other	right	which	the	Company	or	any	of	its	Subsidiaries	may
have	at	any	time	against	a	beneficiary	named	in	a	Letter	of	Credit,	any	transferee	of	any	Letter	of	Credit	(or	any	Person	for
whom	any	such	transferee	may	be	acting),	the	Administrative	Agent,	any	Participant,	or	any	other	Person,	whether	in


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string_value:
connection	with	this	Agreement,	any	Letter	of	Credit,	the	transactions	contemplated	herein	or	any	unrelated	transactions
(including	any	underlying	transaction	between	the	Company	or	any	Subsidiary	of	the	Company	and	the	beneficiary	named	in
any	such	Letter	of	Credit);
(iii)
any	draft,	certificate	or	any	other	document	presented	under	any	Letter	of	Credit	proving	to	be	forged,
fraudulent,	invalid	or	insufficient	in	any	respect	or	any	statement	therein	being	untrue	or	inaccurate	in	any	respect;
(iv)
the	surrender	or	impairment	of	any	security	for	the	performance	or	observance	of	any	of	the	terms	of	any	of
the	Credit	Documents;	or
(v)
the	occurrence	of	any	Default	or	Event	of	Default,	or	the	failure	of	any	of	the	other	conditions	specified	in
Section	6	or	7	to	be	satisfied.
3.05.
Agreement	to	Repay	Letter	of	Credit	Drawings
.		(a)		(i)	Each	U.S.	Borrower,	in	the	case	of	a	Letter	of	Credit	issued
for	the	account	of	a	U.S.	Borrower,	hereby	jointly	and	severally	agrees,	
and	
(ii)	each	Dutch	Borrower,	in	the	case	of	a	Letter	of	Credit
issued	for	the	account	of	a	Dutch	Borrower
	and	(iii)	each	UK	Borrower,	in	the	case	of	a	Letter	of	Credit	issued	for	the	account	of	a	UK
Borrower
,	hereby	jointly	and	severally	agrees,	in	each	case,	to	reimburse	each	Issuing	Lender,	by	making	payment	to	the	Administrative
Agent,	for	the	account	of	the	applicable	Issuing	Bank,	in	U.S.	Dollars	(or,	in	the	case	of	any	unreimbursed	payment	made	in	Euros	or	an


key: chroma:document
string_value:
Acceptable	Foreign	Currency,	such	currency)	in	immediately	available	funds	at	the	Payment	Office,	for	any	payment	or	disbursement
made	by	such	Issuing	Lender	under	any	Letter	of	Credit	issued	by	it	for	the	account	of	any	U.S.	Borrower
	or
,
	
any	Dutch	Borrower
	or	any
UK	Borrower
,	as	applicable	(each	such	amount,	so	paid	until	reimbursed	by	such	U.S.	Borrower
	or
,
	
such	Dutch	Borrower
	or	such	UK
Borrower
,	as	applicable,	an	“
Unpaid	Drawing
”),	not	later	than	one	Business	Day	following	receipt	by	any	U.S.	Borrower
	or
,
	
any	Dutch
Borrower
	or	any	UK	Borrower
,	as	the	case	may	be,	of	notice	of	such	payment	or	disbursement	(
provided
	that	no	such	notice	shall	be
required	to	be	given	if	a	Default	or	an	Event	of	Default	under	Section	11.05	shall	have	occurred
108


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string_value:
and	be	continuing,	in	which	case	the	Unpaid	Drawing	shall	be	due	and	payable	immediately	without	presentment,	demand,	protest	or
notice	of	any	kind	(all	of	which	are	hereby	waived	by	the	Borrowers	to	the	extent	permitted	by	applicable	law)),	with	interest	on	the
amount	so	paid	or	disbursed	by	such	Issuing	Lender,	to	the	extent	not	reimbursed	prior	to	2:00	P.M.	(New	York	City	time)	on	the	date	of
such	payment	or	disbursement	from	and	including	the	date	paid	or	disbursed	to	but	excluding	the	date	such	Issuing	Lender	was
reimbursed	by	any	U.S.	Borrower
	or
,
	
any	Dutch	Borrower
	or	any	UK	Borrower
,	as	applicable,	at	a	rate	per	annum	equal	to	the	Base	Rate
as	in	effect	from	time	to	time	
plus
	the	Applicable	Margin	as	in	effect	from	time	to	time	for	U.S.	Dollar	Denominated	Revolving	Loans	that
are	maintained	as	Base	Rate	Loans;	
provided
,	
however
,	to	the	extent	such	amounts	are	not	reimbursed	prior	to	2:00	P.M.	(New	York	City
time)	on	the	third	Business	Day	following	the	receipt	by	any	U.S.	Borrower
	or
,
	
any	Dutch	Borrower
	or	any	UK	Borrower
,	as	applicable,	of
notice	of	such	payment	or	disbursement	or	following	the	occurrence	of	a	Default	or	an	Event	of	Default	under	Section	11.05,	interest	shall
thereafter	accrue	on	the	amounts	so	paid	or	disbursed	by	such	Issuing	Lender	(and	until	reimbursed	by	any	U.S.	Borrower
	or
,
	
any	Dutch
Borrower
	or	UK	Borrower


key: chroma:document
string_value:
any	Dutch
Borrower
	or	UK	Borrower
,	as	applicable)	at	a	rate	per	annum	equal	to	the	Base	Rate	as	in	effect	from	time	to	time	
plus
	the	Applicable
Margin	for	U.S.	Dollar	Denominated	Revolving	Loans	that	are	maintained	as	Base	Rate	Loans	as	in	effect	from	time	to	time	
plus
	2%,	with
such	interest	to	be	payable	on	demand.		Amounts	paid	to	the	Administrative	Agent	in	accordance	with	the	immediately	preceding	sentence
shall	be	promptly	disbursed	to	the	applicable	Issuing	Lender.	Each	Issuing	Lender	shall	give	the	applicable	U.S.	Borrowers
	or
,
	
Dutch
Borrowers
	or	UK	Borrowers
,	as	the	case	may	be,	prompt	written	notice	of	each	Drawing	under	any	Letter	of	Credit	issued	by	it	for	the
account	of	such	U.S.	Borrowers
	or
,
	
Dutch	Borrowers
	or	UK	Borrowers
,	as	the	case	may	be;	
provided
	that	the	failure	to	give	any	such
notice	shall	in	no	way	affect,	impair	or	diminish	the	obligations	of	any	such	Borrower	to	reimburse	such	Unpaid	Drawing.		Each	Drawing
under	any	Letter	of	Credit	shall	(unless	(x)	the	Company	notifies	the	Administrative	Agent	in	writing	to	the	contrary,	(y)	the	Borrowers	are
unable	to	satisfy	the	conditions	precedent	to	the	making	of	Revolving	Loans	set	forth	in	Section	7,	or	(z)	(i)	with	respect	to	Drawings	under
Letters	of	Credit	issued	for	the	account	of	any	U.S.	Borrower,	the	Aggregate	U.S.	Borrower	Exposure	at	such	time	exceeds	100%	(or,


key: chroma:document
string_value:
during	an	Agent	Advance	Period,	105%)	of	the	U.S.	Borrowing	Base	at	such	time,	(ii)	with	respect	to	Drawings	under	Letters	of	Credit
issued	for	the	account	of	any	Dutch	Borrower,	the	Aggregate	Dutch	Borrower	Exposure	at	such	time	exceeds	
the	
100%	(or,	during	an
Agent	Advance	Period,	105%)	of	the	Dutch	Borrowing	Base	at	such	time,	(iii)	
with	respect	to	Drawing	under	Letters	of	Credit	issued	for
the	account	of	any	UK	Borrower,	the	Aggregate	UK	Borrower	Exposure	at	such	time	exceeds	100%	(or,	during	an	Agent	Advance	Period,
105%)	of	the	UK	Borrower	Base	at	such	time	or	(iv)
	
the	Aggregate	Exposure	at	such	time	exceeds	the	Total	Revolving	Loan	Commitment
at	such	
time	or	(iv)	during	a	Reduced	Availability	Period,	Excess	Availability	is	less	than	10%	of	Availability	at	such	
time,	in	which	case	the
procedures	specified	above	in	this	Section	3.05	and	in	Section	3.04	for	funding	by	the	Participants	shall	apply)	constitute	a	request	by	the
applicable	Borrower	to	the	Administrative	Agent	for	a	Borrowing	of	Revolving	Loans	pursuant	to	Section	2.03(a)	constituting	Base	Rate
Loans	(or,	at	the	option	of	the	Administrative	Agent	and	the	Swingline	Lender	in	their	sole	discretion,	a	Borrowing	of	Swingline	Loans
pursuant	to	Section	2.03(b))	in	the	amount	of	such	Drawing,	and	the	date	with	respect	to	such	Borrowing	shall	be	the	date	of	payment	of
the	relevant	Drawing	(it	being	understood	that,	in	each	such	case,	the	Administrative	Agent	shall	notify	the	Lenders	(or	the	Swingline


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Lender,	as	applicable)	thereof	and	the	Lenders	(or	the	Swingline	Lender,	as	applicable)	shall	make	available	to	the	Administrative	Agent
their	pro	rata	portion	of	such	Borrowing	(or,	in	the	case	of	Swingline	Loans,	the	Swingline	Lender	will	make	available	the	full	amount
thereof)	and	the	proceeds	thereof	shall	be	applied	to	reimburse	the	respective	Issuing	Lender	for	such	Drawing).
(b)
The	joint	and	several	obligations	of	the	U.S.	Borrowers,	in	the	case	of	a	Letter	of	Credit	issued	for	the	account	of	a	U.S.
Borrower,	
or	
the	Dutch	Borrowers,	in	the	case	of	a	Letter	of	Credit	issued	for	the	account	of	a	Dutch	Borrower
	or	the	UK	Borrowers,	in	the
case	of	a	Letter	of	Credit	issued	for	the	account	of	a	UK	Borrower
,	as	the	case	may	be,	under	this	Section	3.05	to	reimburse	each	Issuing
Lender	with	respect	to	drafts,	demands	and	other	presentations	for	payment	under	Letters	of	Credit	issued	by	it
109


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(each,	a	“
Drawing
”)	(including,	in	each	case,	interest	thereon)	shall	be	absolute	and	unconditional	under	any	and	all	circumstances	and
irrespective	of	any	setoff,	counterclaim	or	defense	to	payment	which	the	Company,	any	other	Borrower	or	any	other	Subsidiary	of	the
Company	may	have	or	have	had	against	any	Lender	(including	in	its	capacity	as	an	Issuing	Lender	or	as	a	Participant),	including	any
defense	based	upon	the	failure	of	any	drawing	under	a	Letter	of	Credit	to	conform	to	the	terms	of	the	Letter	of	Credit	or	any
nonapplication	or	misapplication	by	the	beneficiary	of	the	proceeds	of	such	Drawing;	
provided
	that	the	foregoing	shall	not	be	construed	to
excuse	the	Issuing	Lender	from	liability	to	the	Borrower	to	the	extent	of	any	direct	damages	(as	opposed	to	special,	indirect,	consequential
or	punitive	damages,	claims	in	respect	of	which	are	hereby	waived	by	the	Borrower	to	the	extent	permitted	by	applicable	law)	suffered	by
the	Borrower	that	are	caused	by	the	Issuing	Lender's	failure	to	exercise	care	when	determining	whether	drafts	and	other	documents
presented	under	a	Letter	of	Credit	comply	with	the	terms	thereof.
(c)
If	any	Lender	becomes	a	Defaulting	Lender	at	any	time	that	any	Letter	of	Credit	is	outstanding,	the	U.S.	Borrowers
	or
,
the	Dutch	
Borrowers	or	the	UK
	Borrowers,	as	applicable,	shall	enter	into	Letter	of	Credit	Back-Stop	Arrangements	with	the	relevant
Issuing	Lender	or	Issuing	Lenders	no	later	than	two	Business	Days	after	the	date	such	Lender	becomes	a	Defaulting	Lender	to	the	extent
required	by	Section	2.15(a).


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required	by	Section	2.15(a).
3.06.
Increased	Costs
.		If	at	any	time	after	the	Effective	Date,	the	introduction	of	or	any	change	in	any	applicable	law,
rule,	regulation,	order,	guideline	or	request	or	in	the	interpretation	or	administration	thereof	by	the	NAIC	or	any	Governmental	Authority
charged	with	the	interpretation	or	administration	thereof,	or	compliance	by	any	Issuing	Lender	or	any	Participant	with	any	request	or
directive	by	the	NAIC	or	by	any	such	Governmental	Authority	(whether	or	not	having	the	force	of	law),	shall	either	(a)	impose,	modify	or
make	applicable	any	reserve,	deposit,	capital	adequacy,	liquidity	or	similar	requirement	against	letters	of	credit	issued	by	any	Issuing
Lender	or	participated	in	by	any	Participant,	or	(b)	impose	on	any	Issuing	Lender	or	any	Participant	any	other	conditions	relating,	directly
or	indirectly,	to	this	Agreement	or	any	Letter	of	Credit;	and	the	result	of	any	of	the	foregoing	is	to	increase	the	cost	to	any	Issuing	Lender
or	any	Participant	of	issuing,	maintaining	or	participating	in	any	Letter	of	Credit,	or	reduce	the	amount	of	any	sum	received	or	receivable
by	any	Issuing	Lender	or	any	Participant	hereunder	or	reduce	the	rate	of	return	on	its	capital	with	respect	to	Letters	of	Credit	(except	for
Indemnified
	
Taxes	and	Excluded	Taxes),	then,	within	10	days	after	the	delivery	of	the	certificate	referred	to	below	to	the	Borrowers	by	any
Issuing	Lender	or	any	Participant	(a	copy	of	which	certificate	shall	be	sent	by	such	Issuing	Lender	or	such	Participant	to	the


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Administrative	Agent),	the	U.S.	Borrowers	(jointly	and	severally	with	respect	to	U.S.	Borrower	Obligations)
	and
,
	
the	Dutch	Borrowers
(jointly	and	severally	with	respect	to	Dutch	Borrower	Obligations
)	and	the	UK	Borrowers	(jointly	and	severally	with	respect	to	UK
Borrower	Obligations
)	agree	to	pay	to	such	Issuing	Lender	or	such	Participant	such	additional	amount	or	amounts	as	will	compensate	such
Issuing	Lender	or	such	Participant	for	such	increased	cost	or	reduction	in	the	amount	receivable	or	reduction	on	the	rate	of	return	on	its
capital.		Any	Issuing	Lender	or	any	Participant,	upon	determining	that	any	additional	amounts	will	be	payable	to	it	pursuant	to	this	Section
3.06,	will	give	prompt	written	notice	thereof	to	the	Borrowers,	which	notice	shall	include	a	certificate	submitted	to	the	Borrowers	by	such
Issuing	Lender	or	such	Participant	(a	copy	of	which	certificate	shall	be	sent	by	such	Issuing	Lender	or	such	Participant	to	the
Administrative	Agent),	setting	forth	in	reasonable	detail	the	basis	for	the	calculation	of	such	additional	amount	or	amounts	necessary	to
compensate	such	Issuing	Lender	or	such	Participant;	
provided
	that	the	Borrowers	shall	not	be	required	to	compensate	any	Issuing	Lender
or	Participant	pursuant	to	this	Section	3.06	for	any	increased	costs	or	reductions	incurred	more	than	180	days	prior	to	the	date	that	such
Issuing	Lender	or	Participant	notifies	the	Company	of	the	change	giving	rise	to	such	increased	costs	or	reductions	and	of	such	Issuing
Lender’s	or	Participant’s	intention	to	claim	compensation	therefor;	
provided
,	
further


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provided
,	
further
,	that,	if	the	change	giving	rise	to	such	increased	costs
or	reductions	is	retroactive,	then	the	180	day	period	referred	to	above	shall	be	extended	to	include	the	period	of	retroactive	effect
thereof.		The	certificate	required	to	be	delivered
110


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pursuant	to	this	Section	3.06	shall,	absent	manifest	error,	be	final	and	conclusive	and	binding	on	the	Borrowers.
3.07.
Extended	Revolving	Loan	Commitments
.		
(a)	(i)	On	the	Initial	Maturity	Date,	Letters	of	Credit	shall
automatically	be	deemed	to	have	been	issued	(including	for	purposes	of	the	obligations	of	the	Lenders	to	purchase	participations	therein
and	to	make	payments	in	respect	thereof	pursuant	to	Sections	3.04	and	3.05)	under	(and	ratably	participated	in	by	Lenders	under	the
applicable	tranche	pursuant	to)	the	outstanding	2023	Extended	Revolving	Loan	Commitments	and	any	Extended	Revolving	Loan
Commitments	up	to	an	aggregate	amount	not	to	exceed	the	aggregate	principal	amount	of	the	unutilized	2023	Extended	Revolving	Loan
Commitments	and	the	Extended	Revolving	Loan	Commitments	at	such	time	(it	being	understood	that	no	partial	face	amount	of	any	Letter
of	Credit	may	be	so	reallocated).
3.07.
Extended	Revolving	Loan	Commitments
.
		
(
ii
a
)		If	the	
2023	Extended
Initial
	Maturity	Date	shall	have	occurred	at	a
time	when	Extended	Revolving	Loan	Commitments	are	in	effect,	then	such	Letters	of	Credit	shall	automatically	be	deemed	to	have	been
issued	(including	for	purposes	of	the	obligations	of	the	Lenders	to	purchase	participations	therein	and	to	make	payments	in	respect
thereof	pursuant	to	Sections	3.04	and	3.05)	under	(and	ratably	participated	in	by	Lenders	under	the	applicable	tranche	pursuant	to)	the
Extended	Revolving	Loan	Commitments	up	to	an	aggregate	amount	not	to	exceed	the	aggregate	principal	amount	of	the	unutilized


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Extended	Revolving	Loan	Commitments	thereunder	at	such	time	(it	being	understood	that	no	partial	face	amount	of	any	Letter	of	Credit
may	be	so	reallocated).		
(b)
To	the	extent	not	reallocated	pursuant	to	clause	(a)	of	this	Section	3.07,	but	without	limiting	the	obligations	with
respect	thereto,	the	applicable	Borrower	shall	either	(i)	provide	cash	collateral	with	respect	to	such	Letters	of	Credit	on	the	Initial
Maturity	Date	
or	the	2023	Extended	Maturity	Date,	as	applicable,	
in	accordance	with	Section	3.02(b)	or	(ii)	enter	into	backstop
arrangements	reasonably	acceptable	to	the	applicable	Issuing	Lender.		If,	for	any	reason,	such	cash	collateral	is	not	provided,	such
backstop	arrangements	are	not	entered	into	and	the	reallocation	does	not	occur,	the	Lenders	under	the	maturing	tranche	shall	continue	to
be	responsible	for	their	participating	interests	in	the	Letters	of	Credit;	
provided
	that,	notwithstanding	anything	to	the	contrary	contained
herein,	(A)	the	continuing	participations	of	the	Lenders	under	the	maturing	tranche	shall	be	included	in	the	calculation	of	the	Required
Lenders	(with	each	such	Lender	being	deemed	to	have	a	Revolving	Loan	Commitment	in	the	amount	of	such	continued	participation)	and
(B)	upon	any	subsequent	repayment	of	the	Loans,	the	reallocation	set	forth	in	Section	3.07(a)	shall	automatically	and	concurrently	occur
to	the	extent	of	such	repayment.		
(c)
Except	to	the	extent	of	reallocations	of	participations	pursuant	to	Section	3.07(a),	the	occurrence	of	the	Initial	
Maturity
Date	and	the	2023	Extended


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Maturity
Date	and	the	2023	Extended	
Maturity	Date	shall	have	no	effect	upon	(and	shall	not	diminish)	the	percentage	participations	of	the	Lenders
under	the	Revolving	Loan	Commitments	in	any	Letter	of	Credit	issued	before	the	Initial	Maturity	Date
	or	the	2023	Extended	Maturity
Date
.
3.08.
Conflict
.		In	the	event	of	any	conflict	between	the	terms	hereof	and	the	terms	of	any	Letter	of	Credit	application
required	by	an	Issuing	Lender	(or	any	other	document,	agreement	and	instrument	entered	into	by	an	Issuing	Lender	and	any	Borrower	or
in	favor	of	an	Issuing	Lender	and	relating	to	any	such	Letter	of	Credit)	or	if	such	application,	document,	agreement	or	instrument	imposes
materially	more	burdensome	representations	or	covenants	than	those	contained	in	Section	8,	9	or	10,	the	terms	hereof	shall	control.
111


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SECTION	4.
Commitment	Commission;	Fees;	Reductions	of	Commitment
.
4.01.
Fees
.		(a)		The	U.S.	Borrowers	jointly	and	severally	agree	to	pay	to	the	Administrative	Agent	for	distribution	to	each
Non-Defaulting	Lender	a	commitment	commission	(the	“
Commitment	Commission
”)	for	the	period	from	and	including	the	Effective	Date	to
but	excluding	the	Final	Maturity	Date	(or	such	earlier	date	on	which	the	Total	Revolving	Loan	Commitment	has	been	terminated)
computed	at	a	rate	per	annum	equal	to	the	Commitment	Commission	Percentage	of	the	Unutilized	Revolving	Loan	Commitment	of	such
Non-Defaulting	Lender	as	in	effect	from	time	to	time.		Accrued	Commitment	Commission	shall	be	due	and	payable	quarterly	in	arrears	on
each	Quarterly	Payment	Date	and	on	the	date	upon	which	the	Total	Revolving	Loan	Commitment	is	terminated.
(b)
(i)	Each	U.S.	Borrower,	in	the	case	of	the	Letters	of	Credit	issued	for	the	account	of	a	U.S.	Borrower,	hereby	jointly
and	severally	agrees,	
and	
(ii)	each	Dutch	Borrower,	in	the	case	of	the	Letters	of	Credit	issued	for	the	account	of	a	Dutch	Borrower,	hereby
jointly	and	severally	agrees
,
	
and	(iii)	each	UK	Borrower,	in	the	case	of	Letters	of	Credit	issued	for	the	account	of	a	UK	Borrower,	hereby
jointly	and	severally	agrees,
	
in	each	case,	to	pay	to	the	Administrative	Agent	for	distribution	to	each	Lender	(based	on	each	such	Lender’s
respective	RL	Percentage)	a	fee	in	respect	of	each	Letter	of	Credit	issued	for	the	account	of	such	U.S.	Borrower
	or
,
	
such	Dutch	Borrower


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or
,
	
such	Dutch	Borrower
or	such	UK	Borrower
,	as	applicable	(the	“
Letter	of	Credit	Fee
”),	for	the	period	from	and	including	the	date	of	issuance	of	such	Letter	of
Credit	to	and	including	the	date	of	termination	or	expiration	of	such	Letter	of	Credit,	computed	at	a	rate	per	annum	equal	to	the
Applicable	Margin	as	in	effect	from	time	to	time	during	such	period	with	respect	to	Revolving	Loans	that	are	maintained	as	LIBOR	Loans
(whether	or	not	any	such	Revolving	Loans	are	outstanding	at	such	time)	on	the	daily	Stated	Amount	of	each	such	Letter	of
Credit.		Accrued	Letter	of	Credit	Fees	shall	be	due	and	payable	quarterly	in	arrears	on	each	Quarterly	Payment	Date	and	on	the	first	day
on	or	after	the	termination	of	the	Total	Revolving	Loan	Commitment	upon	which	no	Letters	of	Credit	remain	outstanding.
(c)
(i)	Each	U.S.	Borrower,	in	the	case	of	the	Letters	of	Credit	issued	for	the	account	of	a	U.S.	Borrower,	hereby	jointly
and	severally	agrees,	
and	
(ii)	each	Dutch	Borrower,	in	the	case	of	the	Letters	of	Credit	issued	for	the	account	of	a	Dutch	Borrower,	hereby
jointly	and	severally	agrees
,
	
and	(iii)	each	UK	Borrower,	in	the	case	of	Letters	of	Credit	issued	for	the	account	of	a	UK	Borrower,	hereby
jointly	and	severally	agrees,
	in	each	case,	to	pay	to	each	Issuing	Lender,	for	its	own	account,	a	facing	fee	in	respect	of	each	Letter	of
Credit	issued	by	such	Issuing	Lender	for	the	account	of	the	applicable	Borrower	(the	“
Facing	Fee
”)	for	the	period	from	and	including	the


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string_value:
Facing	Fee
”)	for	the	period	from	and	including	the
date	of	issuance	of	such	Letter	of	Credit	to	and	including	the	date	of	termination	or	expiration	of	such	Letter	of	Credit,	computed	at	a	rate
per	annum	equal	to	1/8	of	1%	on	the	daily	Stated	Amount	of	such	Letter	of	Credit	(but	in	no	event	less	than	$500	per	annum	for	each
Letter	of	Credit).		Accrued	Facing	Fees	shall	be	due	and	payable	quarterly	in	arrears	on	each	Quarterly	Payment	Date	and	upon	the	first
day	on	or	after	the	termination	of	the	Total	Revolving	Loan	Commitment,	upon	which	no	Letters	of	Credit	remain	outstanding.
(d)
(i)	Each	U.S.	Borrower,	in	the	case	of	the	Letters	of	Credit	issued	for	the	account	of	a	U.S.	Borrower,	hereby	jointly
and	severally	agrees,	
and	
(ii)	each	Dutch	Borrower,	in	the	case	of	the	Letters	of	Credit	issued	for	the	account	of	a	Dutch	Borrower,	hereby
jointly	and	severally	agrees
,
	
and	(iii)	each	UK	Borrower,	in	the	case	of	Letters	of	Credit	issued	for	the	account	of	a	UK	Borrower,	hereby
jointly	and	severally	agrees,
	
in	each	case,	to	pay	to	each	Issuing	Lender,	for	its	own	account,	upon	each	payment	under,	issuance	of,	or
amendment	to,	any	Letter	of	Credit	issued	by	it	for	the	account	of	such	U.S.	Borrower
	or
,
	
such	Dutch	Borrower
	or	such	UK	Borrower
,	as
applicable,	such	amount	as	shall	at	the	time	of	such	event	be	the	administrative	charge	and	the	reasonable	expenses	which	such	Issuing


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string_value:
Lender	is	generally	imposing	in	connection	with	such	occurrence	with	respect	to	letters	of	credit.
112


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string_value:
(e)
The	applicable	Borrowers	agree	to	pay	to	each	Agent	such	fees	as	may	have	been,	or	are	hereafter,	agreed	to	in
writing	from	time	to	time	by	the	Company	or	any	of	its	Subsidiaries	and	such	Agent	on	the	basis	and	to	the	extent	set	forth	therein.
4.02.
Voluntary	Termination	of	Revolving	Loan	Commitments
.		(a)		Upon	at	least	three	Business	Days’	prior	written	notice
to	the	Administrative	Agent	at	the	Notice	Office	(which	notice	the	Administrative	Agent	shall	promptly	transmit	to	each	of	the	Lenders),
the	Borrowers	shall	have	the	right,	subject	to	the	requirements	of	Section	5.02(a),	at	any	time	or	from	time	to	time,	without	premium	or
penalty	to	terminate	the	Total	Revolving	Loan	Commitment	in	whole,	or	reduce	it	in	part,	pursuant	to	this	Section	4.02(a),	in	an	integral
multiple	of	$10,000,000	in	the	case	of	partial	reductions	to	the	Total	Revolving	Loan	Commitment;	
provided
	that	(i)	each	such	reduction
shall	apply	proportionately	to	permanently	reduce	the	Revolving	Loan	Commitment	of	each	Lender	and	(ii)	in	the	case	of	any	partial
reduction,	after	giving	effect	to	such	reduction	(x)	the	aggregate	amount	of	the	Letter	of	Credit	Outstandings	shall	not	exceed	the
Maximum	Letter	of	Credit	Amount	(for	this	purpose,	using	the	U.S.	Dollar	Equivalent	of	amounts	denominated	in	Euros	or	any	Acceptable
Foreign	Currency)	and	(y)	the	aggregate	principal	amount	of	Swingline	Loans	then	outstanding	shall	not	exceed	the	Maximum	Swingline
Amount	and	(iii)	in	the	case	of	any	termination	of	the	Total	Revolving	Loan	Commitment	in	whole,	the	applicable	Borrower	or	Borrowers


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shall	have	provided	cash	collateral	to	the	respective	Issuing	Lender	or	Lenders	in	an	amount	equal	to	102%	of	the	undrawn	Stated	Amount
of	all	outstanding	Letters	of	Credit	in	a	manner	reasonably	acceptable	to	the	respective	Issuing	Lender.	Any	such	notice	of	termination
delivered	in	connection	with	a	refinancing	of	all	or	part	of	this	Agreement	or	any	other	transaction	may	be,	if	so	expressly	stated	to	be,
conditional	upon	the	consummation	of	such	refinancing	or	other	transaction	and	may	be	revoked	by	the	Borrowers	in	the	event	such
refinancing	or	other	transaction	is	not	consummated.
(b)
In	the	event	of	refusals	by	a	Lender	to	consent	to	certain	proposed	changes,	waivers,	discharges	or	terminations	with
respect	to	this	Agreement	which	have	been	approved	by	the	Required	Lenders	as	(and	to	the	extent)	provided	in	Section	
13.12
13.13
(b),
the	Borrowers	shall	have	the	right,	subject	to	obtaining	the	consents	required	by	Section	
13.12
13.13
(b)	with	the	express	written	consent
of	the	Required	Lenders,	upon	three	Business	Days’	prior	written	notice	to	the	Administrative	Agent	at	the	Notice	Office	(which	notice	the
Administrative	Agent	shall	promptly	transmit	to	each	of	the	Lenders),	to	terminate	the	entire	Revolving	Loan	Commitment	of	such	Lender,
so	long	as	all	Loans,	together	with	accrued	and	unpaid	interest,	Fees	and	all	other	amounts,	owing	to	such	Lender	(including	all	amounts,
if	any,	owing	pursuant	to	Section	2.11)	are	repaid	concurrently	with	the	effectiveness	of	such	termination	(at	which	time	Schedule	1.01(a)


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string_value:
shall	be	deemed	modified	to	reflect	such	changed	amounts)	and	such	Lender’s	RL	Percentage	of	all	outstanding	Letters	of	Credit	is	cash
collateralized	in	a	manner	reasonably	satisfactory	to	the	Administrative	Agent	and	the	respective	Issuing	Lenders	for	so	long	as	such
Letter	of	Credit	Exposure	is	outstanding	(it	being	understood	that,	for	purposes	of	clarity,	at	the	request	of	the	Company,	upon	a
determination	by	the	Administrative	Agent	or	the	respective	Issuing	Lenders	that	there	exists	cash	collateral	in	excess	of	such	Lender’s	RL
Percentage	of	such	Letter	of	Credit	Exposure,	such	excess	cash	collateral	may	be	returned	to	the	applicable	Borrowers	so	long	as	no
Default	or	Event	of	Default	then	exists	or	would	result	therefrom),	and	at	such	time	such	Lender	shall	no	longer	constitute	a	“Lender”	for
purposes	of	this	Agreement,	except	with	respect	to	indemnifications	under	this	Agreement	(including	Sections	2.10,	2.11,	3.06,	5.04,
12.06,	13.01	and	
13.06
13.07
),	which	shall	survive	as	to	such	repaid	Lender.
4.03.
Mandatory	Reduction	of	Commitments
.		The	Revolving	Loan	Commitment	of	each	Lender	shall	terminate	in	its
entirety	upon	the	Final	Maturity	Date	applicable	thereto.
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SECTION	5.
Prepayments;	Payments;	Taxes
.
5.01.
Voluntary	Prepayments
.		(a)		Each	Borrower	shall	have	the	right	to	prepay	the	Loans	made	to	such	Borrower,
without	premium	or	penalty,	in	whole	or	in	part	at	any	time	and	from	time	to	time	on	the	following	terms	and	conditions:		(i)	such
Borrower	shall	give	the	Administrative	Agent	prior	to	1:00	P.M.	(New	York	City	time)	at	the	Notice	Office	(A)	at	least	one	Business	Day’s
prior	written	notice	(or	telephonic	notice	promptly	confirmed	in	writing)	of	its	intent	to	prepay	Base	Rate	Loans	(or	same	day	notice	in	the
case	of	a	prepayment	of	Swingline	Loans)	and	(B)	at	least	three	Business	Days’	prior	written	notice	(or	telephonic	notice	promptly
confirmed	in	writing)	of	its	intent	to	prepay	LIBOR	Loans,	which	notice	(in	each	case)	shall	specify	whether	Revolving	Loans	or	Swingline
Loans	shall	be	prepaid,	the	amount	of	such	prepayment	and	the	Types	of	Loans	to	be	prepaid	and,	in	the	case	of	LIBOR	Loans,	the	specific
Borrowing	or	Borrowings	pursuant	to	which	such	LIBOR	Loans	were	made,	and	which	notice	the	Administrative	Agent	shall,	except	in	the
case	of	a	prepayment	of	Swingline	Loans,	promptly	transmit	to	each	of	the	Lenders;	(ii)	(x)	each	partial	prepayment	of	Revolving	Loans
pursuant	to	this	Section	5.01(a)	shall	be	in	an	aggregate	principal	amount	of	at	least	$250,000	(or	the	U.S.	Dollar	Equivalent	thereof	in	the


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case	of	Euro	Denominated	Loans	or	Foreign	Currency	Denominated	Loans	or,	in	each	case,	such	lesser	amount	as	is	acceptable	to	the
Administrative	Agent)	and	(y)	each	partial	prepayment	of	Swingline	Loans	pursuant	to	this	Section	5.01(a)	shall	be	in	an	aggregate
principal	amount	of	at	least	$100,000	(or	such	lesser	amount	as	is	acceptable	to	the	Administrative	Agent	in	any	given	case);	
provided
	that
if	any	partial	prepayment	of	LIBOR	Loans	made	pursuant	to	any	Borrowing	shall	reduce	the	outstanding	principal	amount	of	LIBOR	Loans
made	pursuant	to	such	Borrowing	to	an	amount	less	than	the	Minimum	Borrowing	Amount	applicable	thereto,	then	such	Borrowing	may
not	be	continued	as	a	Borrowing	of	LIBOR	Loans	(and	same	shall	automatically	be	converted	into	a	Borrowing	of	Base	Rate	Loans)	and	any
election	of	an	Interest	Period	with	respect	thereto	given	by	the	applicable	Borrower	shall	have	no	force	or	effect;	and	(iii)	each
prepayment	pursuant	to	this	Section	5.01(a)	in	respect	of	any	Revolving	Loans	made	pursuant	to	a	Borrowing	shall	be	applied	pro	rata
among	such	Revolving	Loans;	
provided
	that	at	the	Borrower’s	election	in	connection	with	any	prepayment	of	Revolving	Loans	pursuant	to
this	Section	5.01(a),	such	prepayment	shall	not,	so	long	as	no	Default	or	Event	of	Default	then	exists,	be	applied	to	any	Revolving	Loan	of	a
Defaulting	Lender.	Any	such	notice	of	prepayment	delivered	in	connection	with	a	refinancing	of	all	or	part	of	this	Agreement	or	any	other


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transaction	may	be,	if	so	expressly	stated	to	be,	conditional	upon	the	consummation	of	such	refinancing	or	other	transaction	and	may	be
revoked	by	the	Borrowers	in	the	event	such	refinancing	or	other	transaction	is	not	consummated.
(b)
In	the	event	of	certain	refusals	by	a	Lender	to	consent	to	certain	proposed	changes,	waivers,	discharges	or
terminations	with	respect	to	this	Agreement	which	have	been	approved	by	the	Required	Lenders	as	(and	to	the	extent)	provided	in	Section
13.12
13.13
(b),	the	Borrowers	may,	upon	three	Business	Days’	prior	written	notice	to	the	Administrative	Agent	at	the	Notice	Office	(which
notice	the	Administrative	Agent	shall	promptly	transmit	to	each	of	the	Lenders),	repay	all	Revolving	Loans	of	such	Lender,	together	with
accrued	and	unpaid	interest,	Fees	and	all	other	amounts	then	owing	to	such	Lender	(including	all	amounts,	if	any,	owing	pursuant	to
Section	2.11)	in	accordance	with,	and	subject	to	the	requirements	of	Section	
13.12
13.13
(b),	so	long	as	(i)	in	the	case	of	the	repayment	of
Revolving	Loans	of	any	Lender	pursuant	to	this	clause	(b),	(A)	the	Revolving	Loan	Commitment	of	such	Lender	is	terminated	concurrently
with	such	repayment	pursuant	to	Section	4.02(b)	(at	which	time	Schedule	1.01(a)	shall	be	deemed	modified	to	reflect	the	changed
Revolving	Loan	Commitments)	and	(B)	such	Lender’s	RL	Percentage	of	all	outstanding	Letters	of	Credit	is	cash	collateralized	in	a	manner
reasonably	satisfactory	to	the	Administrative	Agent	and	the	respective	Issuing	Lenders	for	so	long	as	such	Letter	of	Credit	Exposure	is


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outstanding	(it	being	understood	that,	for	purposes	of	clarity,	at	the	request	of	the	Company,	upon	a	determination	by	the	Administrative
Agent	or	the	respective	Issuing	Lenders	that	there	exists	cash	collateral	in	excess	of	such	Lender’s	RL	Percentage	of	such	Letter	of	Credit
Exposure,	such	excess	cash	collateral	may	be	returned	to	the	applicable	Borrowers	so	long	as	no	Default	or	Event	of
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Default	then	exists	or	would	result	therefrom)	and	(ii)	the	consents,	if	any,	required	by	Section	
13.12
13.13
(b)	in	connection	with	the
repayment	pursuant	to	this	clause	(b)	shall	have	been	obtained.
5.02.
Mandatory	Repayments;	Cash	Collateralization
.	(a)		(i)	On	any	day	on	which	any	one	or	more	of	the	following
conditions	shall	exist,	the	applicable	Borrowers	shall	repay	the	applicable	Loans	and/or	cash	collateralize	outstanding	Letters	of	Credit	(in
U.S.	Dollars	or,	to	the	extent	any	Letter	of	Credit	is	denominated	in	Euros	or	an	Acceptable	Foreign	Currency,	such	currency)	pursuant	to
clause	(iii)	below	in	such	amount	as	may	be	required	to	cause	such	conditions	to	cease	to	exist	on	such	day:
(u)
the	Aggregate	U.S.	Borrower	Exposure	at	such	time	exceeds	100%	(or,	during	an	Agent	Advance
Period,	105%)	of	the	U.S.	Borrowing	Base	at	such	time;
(v)
the	Aggregate	Dutch	Borrower	Exposure	at	such	time	exceeds	100%	(or,	during	an	Agent
Advance	Period,	105%)	of	the	Dutch	Borrowing	Base	at	such	time;
(w)
the	Aggregate	UK	Borrower	Exposure	at	such	time	exceeds	100%	(or,	during	an	Agent	Advance
Period,	105%)	of	the	UK	Borrowing	Base	at	such	time;
(
w
x
)
the	Aggregate	Exposure	at	such	time	exceeds	the	Total	Revolving	Loan	Commitment	at	such
time;
(x)
during	a	Reduced	Availability	Period,	Excess	Availability	is	less	than	10%	of	the	Availability	at	such	time;
(y)
the	aggregate	Swingline	Loan	Exposure	at	such	time	exceeds	the	Maximum	Swingline	Amount;


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and/or
(z)
the	aggregate	Letter	of	Credit	Outstandings	(for	this	purpose,	using	the	U.S.	Dollar	Equivalent	of
amounts	denominated	in	Euros	or	any	Acceptable	Foreign	Currency)	at	such	time	exceeds	the	Maximum	Letter	of
Credit	Amount.
(ii)
In	connection	with	any	repayment	and/or	cash	collateralization	required	pursuant	to	Section
5.02(a)(i)	on	any	day,	the	Borrowers	shall	first	prepay	the	Loans	in	the	following	order:
(A)
in	the	case	of	a	repayment	and/or	cash	collateralization	required	pursuant	to	Section
5.02(a)(i)(u)	on	any	day,	the	U.S.	Borrowers	shall	repay	on	such	day	the	principal	of	outstanding	U.S.
Borrower	Swingline	Loans	and,	after	all	U.S.	Borrower	Swingline	Loans	have	been	repaid	in	full	or	if	no
U.S.	Borrower	Swingline	Loans	are	outstanding,	U.S.	Borrower	Revolving	Loans,	in	each	case	in	such
amount	as	may	be	required	to	cause	the	conditions	giving	rise	to	such	mandatory	repayment	requirement
to	cease	to	exist	on	such	day,
(B)
in	the	case	of	a	repayment	and/or	cash	collateralization	required	pursuant	to	Section
5.02(a)(i)(v)	on	any	day,	the	Dutch	Borrowers	shall	repay	on	such	day	the	principal	of	outstanding	Dutch
Borrower	Swingline	Loans	and,	after	all	Dutch	Borrower	Swingline	Loans	have	been	repaid	in	full	or	if	no
Dutch	Borrower	Swingline	Loans	are	outstanding,	Dutch	Borrower	Revolving	Loans,	in	each	case	in	such
amount	as	may	be	required	to	cause	the	conditions	giving	rise	to	such	mandatory	repayment	requirement
to	cease	to	exist	on	such	day,
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(C)
in	the	case	of	a	repayment	and/or	cash	collateralization	required	pursuant	to	Section
5.02(a)(i)(w)	
or	(x)	
on	any	day,	each	respective	Borrower	shall	repay	on	such	day	the	principal	of	its
outstanding	Swingline	Loans	and,	after	all	Swingline	Loans	extended	to	such	Borrower	have	been	repaid
in	full	or	if	no	Swingline	Loans	are	outstanding,	its	respective	Revolving	Loans,	in	each	case	in	such
amount	as	may	be	required	to	cause	the	conditions	giving	rise	to	such	mandatory	repayment	requirement
to	cease	to	exist	on	such	day,	and
(D)
in	the	case	of	a	repayment	and/or	cash	collateralization	required	pursuant	to	Section
5.02(a)(i)(
y
x
)	on	any	day,	each	respective	Borrower	shall	repay	on	such	day	the	principal	of	its	outstanding
Swingline	Loans	in	such	amount	as	may	be	required	to	cause	the	conditions	giving	rise	to	such	mandatory
repayment	requirement	to	cease	to	exist	on	such	day.		
(iii)
If	after	giving	effect	to	the	prepayment	of	all	Loans	and	in	the	circumstances	described	in
Section	5.02(a)(i)(
z
y
),	the	conditions	set	forth	in	Section	5.02(a)(i)	continue	to	exist,	the	respective	Borrowers	shall
pay	to	the	Administrative	Agent	at	the	Payment	Office	on	such	day	an	amount	of	cash	and/or	Cash	Equivalents	equal
to	100%	of	the	amount	of	such	excess	(or,	in	the	case	of	a	termination	of	the	Total	Revolving	Loan	Commitment,
102%	of	the	amount	of	such	excess),	such	cash	and/or	Cash	Equivalents	to	be	held	as	security	for	all	Obligations	of


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the	Borrowers	to	the	Issuing	Lenders	and	the	Lenders	hereunder	in	a	cash	collateral	account	to	be	established	by,
and	under	the	sole	dominion	and	control	of,	the	Administrative	Agent	(and	which	cash	and/or	Cash	Equivalents	may,
without	limiting	the	Borrowers’	obligations	in	respect	thereof,	be	paid	to	and	applied	by	the	Issuing	Lenders	and/or
the	Lenders	in	satisfaction	of	the	Obligations	of	the	applicable	Borrowers	to	the	Issuing	Lenders	and/or	Lenders	in
respect	of	any	Drawings	made	under	any	Letter	of	Credit	issued	for	the	account	of	such	Borrower	on	the	maturity
date	thereof).	Notwithstanding	the	foregoing,	in	no	event	will	cash	or	Cash	Equivalents	of	any	Dutch	Borrower	
or	UK
Borrower
	be	security	for	U.S.	Borrower	Obligations.
(b)
With	respect	to	each	repayment	of	Loans	required	by	this	Section	5.02,	the	Borrowers	may	designate	the
Types	of	Loans	which	are	to	be	repaid	and,	in	the	case	of	LIBOR	Loans,	the	specific	Borrowing	or	Borrowings	pursuant	to	which
such	LIBOR	Loans	were	made	(subject,	in	the	case	of	any	repayment	and/or	cash	collateralization	required	by	Section	5.02(a),
to	the	order	of	priorities	set	forth	therein);	
provided
	that:		(i)	repayments	of	LIBOR	Loans	pursuant	to	this	Section	5.02	made	on
a	day	other	than	the	last	day	of	an	Interest	Period	applicable	thereto	shall	be	subject	to	Section	2.11;	(ii)	if	any	repayment	of
LIBOR	Loans	made	pursuant	to	a	single	Borrowing	shall	reduce	the	outstanding	LIBOR	Loans	made	pursuant	to	such	Borrowing


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to	an	amount	less	than	the	Minimum	Borrowing	Amount	applicable	thereto,	such	Borrowing	shall	be	automatically	converted
into	a	Borrowing	of	Base	Rate	Loans	and	(iii)	each	repayment	of	any	Revolving	Loans	made	pursuant	to	a	Borrowing	shall	be
applied	pro	rata	among	the	Lenders	holding	such	Revolving	Loans.		In	the	absence	of	a	designation	by	a	Borrower	as	described
in	the	preceding	sentence,	the	Administrative	Agent	shall,	subject	to	the	above,	make	such	designation	in	its	sole	discretion.
(c)
In	addition	to	any	other	mandatory	repayments	pursuant	to	this	Section	5.02,	(i)	all	then	outstanding
Swingline	Loans	shall	be	repaid	in	full	on	the	earlier	of	(x)	the	fifth	Business	Day	following	the	date	the	incurrence	of	such
Swingline	Loans	and	(y)	the	Swingline	Expiry	Date	and	(ii)	all	then	outstanding	Revolving	Loans	shall	be	repaid	in	full	on	the
Final	Maturity	Date	applicable	thereto.
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5.03.
Method	and	Place	of	Payment
.		(a)		Except	as	otherwise	specifically	provided	herein,	all	payments	under	this
Agreement	and	under	any	Note	shall	be	made	to	the	Administrative	Agent	for	the	account	of	the	Lender	or	Lenders	entitled	thereto	not
later	than	2:00	P.M.	(New	York	City	time)	on	the	date	when	due	and	shall	be	made	in	(x)	U.S.	Dollars	(or,	in	the	case	of	any	Unpaid
Drawings	denominated	in	Euros	or	an	Acceptable	Foreign	Currency,	such	currency)	in	immediately	available	funds	at	the	Payment	Office
in	respect	of	any	obligation	of	the	Borrowers	under	this	Agreement	except	as	otherwise	provided	in	the	immediately	following	clauses	(y)
and	(z),	(y)	Euros	in	immediately	available	funds	at	the	Payment	Office,	if	such	payment	is	made	in	respect	of	(i)	principal	of,	or	interest
on,	Euro	Denominated	Loans	or	(ii)	any	increased	costs,	indemnities	or	other	amounts	owing	with	respect	to	Euro	Denominated	Loans
(including	pursuant	to	Sections	2.10,	2.11,	3.06,	5.04,	12.06,	13.01	and	
13.06
13.07
)
	
or	(z)	the	applicable	Acceptable	Foreign	Currency	in
immediately	available	funds	at	the	Payment	Office,	if	such	payment	is	made	in	respect	of	(i)	principal	of,	or	interest	on,	Foreign	Currency
Denominated	Loans	or	(ii)	any	increased	costs,	indemnities	or	other	amounts	owing	with	respect	to	Foreign	Currency	Denominated	Loans
(including	pursuant	to	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
).		Whenever	any	payment	to	be	made	hereunder	or
under	any	Note	shall	be	stated	to	be	due	on	a	day	which	is	not	a	Business	Day,	the	due	date	thereof	shall	be	extended	to	the	next
succeeding	Business	Day	and,	with	respect	to	payments	of	principal,	interest	shall	be	payable	at	the	applicable	rate	during	such	extension.
(b)
(i)	Each	U.S.	Borrower	shall,	along	with	the	Collateral	Agent,	and	each	of	those	banks	(the	“
U.S.	Collection	Banks
”)	in
which	each	Core	U.S.	Deposit	Account	is	maintained	by	each	such	U.S.	Borrower,	enter	into	on	or	prior	to	the	90
th
	day	following	the
Effective	Date	(in	each	case,	as	such	date	may	be	extended	from	time	to	time	by	the	Administrative	Agent	in	its	sole	discretion)	and
thereafter	maintain	separate	Cash	Management	Control	Agreements	in	respect	of	each	such	Core	U.S.	Deposit	Account.		(ii)	Each	U.S.
Borrower	shall	instruct	all	Account	Debtors	of	such	U.S.	Borrower	to	remit	all	payments	in	U.S.	Dollars	to	the	applicable	“P.O.	Boxes”	or
“Lockbox	Addresses”	of	the	applicable	U.S.	Collection	Bank	(or	to	remit	such	payments	to	the	applicable	U.S.	Collection	Bank	by
electronic	settlement)	with	respect	to	all	Accounts	of	such	Account	Debtor,	which	remittances	shall	be	collected	by	the	applicable	U.S.
Collection	Bank	and	deposited	into	one	or	more	deposit	accounts	with	the	Administrative	Agent	or	a	financial	institution	reasonably
acceptable	to	the	Administrative	Agent	(each	a	“
Core	U.S.	Deposit	Account
”	and	collectively,	the	“
Core	U.S.	Deposit	Accounts
”);	
provided


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string_value:
Core	U.S.	Deposit	Accounts
”);	
provided
that	on	and	after	the	90
th
	day	following	the	Effective	Date	(as	such	date	may	be	extended	from	time	to	time	by	the	Administrative	Agent	in
its	sole	discretion)	such	remittances	may	only	be	deposited	into	Core	U.S.	Deposit	Accounts	that	are	subject	to	Cash	Management	Control
Agreements.		(iii)		All	amounts	received	in	U.S.	Dollars	by	any	U.S.	Borrower	and	any	U.S.	Collection	Bank	in	respect	of	any	Account	of	an
Account	Debtor	of	any	U.S.	Borrower	shall	upon	receipt	be	deposited	into	a	Core	U.S.	Deposit	Account;	
provided
	that	on	and	after	the	90
th
day	following	the	Effective	Date	(as	such	date	may	be	extended	from	time	to	time	by	the	Administrative	Agent	in	its	sole	discretion)	such
amounts	may	only	be	deposited	into	Core	U.S.	Deposit	Accounts	that	are	subject	to	Cash	Management	Control	Agreements.
(c)
(i)	Each	Dutch	Borrower	shall,	along	with	the	Collateral	Agent,	and	each	of	those	banks	(the	“
Dutch	Collection	Banks
”)
in	which	each	Core	Dutch	Deposit	Account	
are
is
	maintained	by	each	such	Dutch	Borrower,	enter	into	on	or	prior	to	the	90
th
	day	following
the	Effective	Date	(in	each	case,	as	such	date	may	be	extended	from	time	to	time	by	the	Administrative	Agent	in	its	sole	discretion)	and
thereafter	maintain	separate	Cash	Management	Control	Agreements	in	respect	of	each	such	Core	Dutch	Deposit	Account.		(ii)	Each	Dutch


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Borrower	shall	instruct	all	Account	Debtors	of	such	Dutch	Borrower	to	remit	all	payments	in	U.S.	Dollars	or	Euros	to	the	applicable	“P.O.
Boxes”	or	“Lockbox	Addresses”	of	the	applicable	Dutch	Collection	Bank	(or	to	remit	such	payments	to	the	applicable	Dutch	Collection
Bank	by	electronic	settlement)	with	respect	to	all	Accounts	of	such	Account	Debtor,	which	remittances	shall	be	collected	by	the	applicable
Dutch	Collection	Bank	and	deposited	into	one	or	more	deposit	accounts	with	the	Administrative	Agent	or	a	financial	institution	reasonably
acceptable	to	the	Administrative	Agent	(each	a	“
Core	Dutch	Deposit	Account
”	and	collectively,	the	“
Core	Dutch	Deposit	Accounts
”);
provided
117


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string_value:
that	on	and	after	the	90
th
	day	following	the	Effective	Date	(as	such	date	may	be	extended	from	time	to	time	by	the	Administrative	Agent	in
its	sole	discretion)	such	remittances	may	only	be	deposited	into	Core	Dutch	Deposit	Accounts	that	are	subject	to	Cash	Management
Control	Agreements.		(iii)	All	amounts	received	in	U.S.	Dollars	or	Euros	by	any	Dutch	Credit	Party	and	any	Dutch	Collection	Bank	in
respect	of	any	Account	of	an	Account	Debtor	of	any	Dutch	Credit	Party,	shall	upon	receipt	be	deposited	into	a	Core	Dutch	Deposit
Account;	
provided
	that	on	and	after	the	90
th
	day	following	the	Effective	Date	(as	such	date	may	be	extended	from	time	to	time	by	the
Administrative	Agent	in	its	sole	discretion)	such	amounts	may	only	be	deposited	into	Core	Dutch	Deposit	Accounts	that	are	subject	to	Cash
Management	Control	Agreements.
(d)
(i)	Each	UK	Borrower	shall,	along	with	the	Collateral	Agent,	and	each	of	those	banks	(the	“UK	Collection	Banks”)	in
which	each	Core	UK	Deposit	Account	is	maintained	by	each	such	UK	Borrower,	enter	into	on	or	prior	to	the	90th	day	following	the	First
Amendment	Effective	Date	(in	each	case,	as	such	date	may	be	extended	from	time	to	time	by	the	Administrative	Agent	in	its	sole
discretion)	and	thereafter	maintain	separate	Cash	Management	Control	Agreements	in	respect	of	each	such	Core	UK	Deposit	Account.		(ii)
Each	UK	Borrower	shall	instruct	all	Account	Debtors	of	such	UK	Borrower	to	remit	all	payments	in	U.S.	Dollars	or	Euros	to	the	applicable


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string_value:
“P.O.	Boxes”	or	“Lockbox	Addresses”	of	the	applicable	UK	Collection	Bank	(or	to	remit	such	payments	to	the	applicable	UK	Collection
Bank	by	electronic	settlement)	with	respect	to	all	Accounts	of	such	Account	Debtor,	which	remittances	shall	be	collected	by	the	applicable
UK	Collection	Bank	and	deposited	into	one	or	more	deposit	accounts	with	the	Administrative	Agent	or	a	financial	institution	reasonably
acceptable	to	the	Administrative	Agent	(each	a	“Core	UK	Deposit	Account”	and	collectively,	the	“Core	UK	Deposit	Accounts”);	provided
that	on	and	after	the	90th	day	following	the	First	Amendment	
Effective	Date	(as	such	date	may	be	extended	from	time	to	time	by	the
Administrative	Agent	in	its	sole	discretion)	
such	remittances	may	only	be	deposited	into	Core	UK	Deposit	Accounts	that	are	subject	to
Cash	Management	Control	Agreements.		(iii)	All	amounts	received	in	U.S.	Dollars,	Sterling	or	Euros	by	any	UK	Credit	Party	and	any	UK
Collection	Bank	in	respect	of	any	Account	of	an	Account	Debtor	of	any	UK	Credit	Party,	shall	upon	receipt	be	deposited	into	a	Core	UK
Deposit	Account;	provided	that	on	and	after	the	90th	day	following	the	First	Amendment	
Effective	Date	(as	such	date	may	be	extended
from	time	to	time	by	the	Administrative	Agent	in	its	sole	discretion)	such	amounts	may	only	be	deposited	into	Core	UK	Deposit	Accounts
that	are	subject	to	Cash	Management	Control	Agreements.
(
d
e
)
Each	Cash	Management	Control	Agreement	relating	to	a	Core	U.S.	Deposit	Account	shall	(unless	otherwise	agreed	by


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the	Administrative	Agent	in	its	sole	discretion)	include	provisions	that	allow,	during	any	Dominion	Period,	for	all	collected	amounts	held	in
such	Core	U.S.	Deposit	Account	from	and	after	the	date	requested	by	the	Administrative	Agent,	to	be	sent	by	ACH	or	wire	transfer	or
similar	electronic	transfer	no	less	frequently	than	once	per	Business	Day	to	one	or	more	accounts	maintained	by	the	Administrative	Agent
at	DBNY	(or	if	DBNY	is	not	the	Administrative	Agent,	at	the	institution	designated	by	such	successor	Administrative	Agent)	or	an	affiliate
thereof	(each,	a	“
DB	U.S.	Account
”).		Subject	to	the	terms	of	the	respective	Security	Document,	all	amounts	received	in	a	DB	U.S.	Account
shall	be	applied	(and	allocated)	by	the	Administrative	Agent	on	a	daily	basis	in	the	following	order	(in	each	case,	to	the	extent	the
Administrative	Agent	has	actual	knowledge	of	the	amounts	owing	or	outstanding	as	described	below):		(i)	
first
,	to	the	payment	(on	a
ratable	basis)	of	any	outstanding	Expenses	actually	due	and	payable	to	the	Administrative	Agent	and	the	Collateral	Agent	under	any	of	the
Credit	Documents	and	to	repay	or	prepay	outstanding	U.S.	Borrower	Loans	advanced	by	the	Administrative	Agent	on	behalf	of	the
Lenders	pursuant	to	Section	2.01(e);	(ii)	
second
,	to	the	extent	all	amounts	referred	to	in	preceding	clause	(i)	have	been	paid	in	full,	to	pay
(on	a	ratable	basis)	all	outstanding	Expenses	actually	due	and	payable	to	each	Issuing	Lender	under	any	of	the	Credit	Documents	and	to


key: chroma:document
string_value:
repay	all	outstanding	Unpaid	Drawings	in	respect	of	Letters	of	Credit	issued	for	the	account	of	a	U.S.	Borrower	and	all	interest	thereon;
(iii)	
third
,	to	the	extent	all	amounts	referred	to	in	preceding	clauses	(i)	and	(ii)	have	been	paid	in	full,	to	pay	(on	a	ratable	basis)	all	accrued
and	unpaid	interest	actually	due	and	payable
118


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on	the	U.S.	Borrower	Loans	and	all	accrued	and	unpaid	Fees	actually	due	and	payable	by	any	U.S.	Borrower	to	the	Administrative	Agent,
the	Issuing	Lenders	and	the	Lenders	under	any	of	the	Credit	Documents;	(iv)	
fourth
,	to	the	extent	all	amounts	referred	to	in	preceding
clauses	(i)	through	(iii),	inclusive,	have	been	paid	in	full,	to	repay	the	outstanding	principal	of	U.S.	Borrower	Swingline	Loans	(whether	or
not	then	due	and	payable);	(v)	
fifth
,	to	the	extent	all	amounts	referred	to	in	preceding	clauses	(i)	through	(iv),	inclusive,	have	been	paid	in
full,	to	repay	the	outstanding	principal	of	U.S.	Borrower	Revolving	Loans	(whether	or	not	then	due	and	payable);	(vi)	
sixth
,	to	the	extent	all
amounts	referred	to	in	preceding	clauses	(i)	through	(v),	inclusive,	have	been	paid	in	full,	to	cash	collateralize	all	outstanding	Letters	of
Credit	issued	for	the	account	of	a	U.S.	Borrower	(such	cash	collateral	to	be	held	by	the	Administrative	Agent	in	a	cash	collateral	account
to	be	established	by,	and	under	the	sole	dominion	and	control	of,	the	Administrative	Agent	and	applied	to	the	Obligations	of	the	U.S.
Borrowers	to	the	Issuing	Lenders	and/or	Lenders	in	respect	of	any	Drawings	made	under	any	such	Letters	of	Credit),	
provided
,	
however
,
that	such	amounts	shall	be	released	to	the	U.S.	Borrowers	from	time	to	time	so	long	as	no	Default	or	Event	of	Default	then	exists	or	would


key: chroma:document
string_value:
result	therefrom	and	none	of	the	conditions	in	clause	(i)	of	Section	5.02(a)	then	exist	or	would	result	from	any	such	release;	(vii)	
seventh
,
to	the	extent	all	amounts	referred	to	in	preceding	clauses	(i)	through	(vi),	inclusive,	have	been	paid	in	full,	to	pay	(on	a	ratable	basis)	all
other	outstanding	Obligations	of	any	U.S.	Borrower	then	due	and	payable	to	the	Administrative	Agent,	the	Collateral	Agent	and	the
Lenders	under	any	of	the	Credit	Documents;	and	(viii)	
eighth
,	to	the	extent	all	amounts	referred	to	in	preceding	clauses	(i)	through	(vii),
inclusive,	have	been	paid	in	full	and	so	long	as	no	Default	or	Event	of	Default	then	exists,	to	be	returned	to	the	U.S.	Borrowers.
(
e
f
)
Each	Cash	Management	Control	Agreement	relating	to	a	Core	Dutch	Deposit	Account	shall	(unless	otherwise	agreed
by	the	Administrative	Agent	in	its	sole	discretion)	include	provisions	that	allow,	during	any	Dominion	Period,	for	all	collected	amounts	held
in	such	Core	Dutch	Deposit	Account	from	and	after	the	date	requested	by	the	Administrative	Agent,	to	be	sent	by	ACH	or	wire	transfer	or
similar	electronic	transfer	no	less	frequently	than	once	per	Business	Day	to	one	or	more	accounts	maintained	by	the	Administrative	Agent
at	DBNY	(or	if	DBNY	is	not	the	Administrative	Agent,	at	the	institution	designated	by	such	successor	Administrative	Agent)	or	an	affiliate
thereof	(each	a	“
DB	Netherlands	Account
”).		Subject	to	the	terms	of	the	respective	Security	Document,	all	amounts	received	in	a	DB


key: chroma:document
string_value:
Netherlands	Account	shall	be	applied	(and	allocated)	by	the	Administrative	Agent	on	a	daily	basis	in	the	following	order	(in	each	case,	to
the	extent	the	Administrative	Agent	has	actual	knowledge	of	the	amounts	owing	or	outstanding	as	described	below):	(i)	
first
,	to	the
payment	(on	a	ratable	basis)	of	any	outstanding	Expenses	owed	by	the	Dutch	Credit	Parties	actually	due	and	payable	to	the	Administrative
Agent	and	the	Collateral	Agent	under	any	of	the	Credit	Documents	and	to	repay	or	prepay	outstanding	Dutch	Borrower	Loans	advanced	by
the	Administrative	Agent	on	behalf	of	the	Lenders	pursuant	to	Section	2.01(e);	(ii)	
second
,	to	the	extent	all	amounts	referred	to	in
preceding	clause	(i)	have	been	paid	in	full,	to	pay	(on	a	ratable	basis)	all	outstanding	Expenses	owed	by	the	Dutch	Credit	Parties	actually
due	and	payable	to	each	Issuing	Lender	under	any	of	the	Credit	Documents	and	to	repay	all	outstanding	Unpaid	Drawings	in	respect	of
Letters	of	Credit	issued	for	the	account	of	a	Dutch	Borrower	and	all	interest	thereon;	(iii)	
third
,	to	the	extent	all	amounts	referred	to	in
preceding	clauses	(i)	and	(ii)	have	been	paid	in	full,	to	pay	(on	a	ratable	basis)	all	accrued	and	unpaid	interest	actually	due	and	payable	on
the	Dutch	Borrower	Loans	and	all	accrued	and	unpaid	Fees	actually	due	and	payable	by	any	Dutch	Borrower	to	the	Administrative	Agent,
the	Issuing	Lenders	and	the	Lenders	under	any	of	the	Credit	Documents;	(iv)	
fourth
,	to	the	extent	all	amounts	referred	to	in	preceding


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string_value:
clauses	(i)	through	(iii),	inclusive,	have	been	paid	in	full,	to	repay	the	outstanding	principal	of	Dutch	Borrower	Swingline	Loans	(whether
or	not	then	due	and	payable);	(v)	
fifth
,	to	the	extent	all	amounts	referred	to	in	preceding	clauses	(i)	through	(iv),	inclusive,	have	been	paid
in	full,	to	repay	the	outstanding	principal	of	Dutch	Borrower	Revolving	Loans	(whether	or	not	then	due	and	payable);	(vi)	
sixth
,	to	the
extent	all	amounts	referred	to	in	preceding	clauses	(i)	through	(v),	inclusive,	have	been	paid	in	full,	to	cash	collateralize	(on	a	ratable
basis)	all	outstanding	Letters	of	Credit	issued	for	the	account	of	a	Dutch	Borrower	(such	cash	collateral	to	be	held	by	the	Administrative
Agent	in	a	cash	collateral	account	to	be	established	by,	and	under	the	sole	dominion	and
119


key: chroma:document
string_value:
control	of,	the	Administrative	Agent	and	applied	to	the	Obligations	of	the	Dutch	Borrowers	to	the	Issuing	Lenders	and/or	Lenders	in
respect	of	any	Drawings	made	under	any	such	Letters	of	Credit),	
provided
,	
however
,	that	such	amounts	shall	be	released	to	the	Dutch
Borrowers	from	time	to	time	so	long	as	no	Default	or	Event	of	Default	then	exists	or	would	result	therefrom	and	none	of	the	conditions	in
clause	(i)	of	Section	5.02(a)	then	exist	or	would	result	from	any	such	release;	(vii)	
seventh
,	to	the	extent	all	amounts	referred	to	in
preceding	clauses	(i)	through	(vi),	inclusive,	have	been	paid	in	full,	to	pay	(on	a	ratable	basis)	all	other	outstanding	Obligations	of	any
Dutch	Borrower	then	due	and	payable	to	the	Administrative	Agent,	the	Collateral	Agent	and	the	Lenders	under	any	of	the	Credit
Documents;	and	(viii)	
eighth
,	to	the	extent	all	amounts	referred	to	in	preceding	clauses	(i)	through	(vii),	inclusive,	have	been	paid	in	full
and	so	long	as	no	Default	or	Event	of	Default	then	exists,	to	be	returned	to	the	Dutch	Borrowers.		
(g)
Each	Cash	Management	Control	Agreement	relating	to	a	Core	UK	Deposit	Account	shall	(unless	otherwise	
agreed	by
the	Administrative	Agent	
in	its	sole	discretion)	include	provisions	that	allow,	during	any	Dominion	Period,	for	all	collected	amounts	held	in
such	Core	UK	Deposit	Account	from	and	after	the	date	requested	by	the	Administrative	Agent,	to	be	sent	by	ACH	or	wire	transfer	or
similar	electronic	transfer	no	less	frequently	than	once	per	Business	Day	to	one	or	more	accounts	maintained	by	the	Administrative	Agent


key: chroma:document
string_value:
at	DBNY	(or	if	DBNY	is	not	the	Administrative	Agent,	at	the	institution	designated	by	such	successor	Administrative	Agent)	or	an	affiliate
thereof	(each	a	“DB	UK	Account”).		Subject	to	the	terms	of	the	respective	Security	Document,	all	amounts	received	in	a	DB	UK	Account
shall	be	applied	(and	allocated)	by	the	Administrative	Agent	on	a	daily	basis	in	the	following	order	(in	each	case,	to	the	extent	the
Administrative	Agent	has	actual	knowledge	of	the	amounts	owing	or	outstanding	as	described	below):	(i)	first,	to	the	payment	(on	a	ratable
basis)	of	any	outstanding	Expenses	owed	by	the	UK	Credit	Parties	actually	due	and	payable	to	the	Administrative	Agent	and	the	Collateral
Agent	under	any	of	the	Credit	Documents	and	to	repay	or	prepay	outstanding	UK	Borrower	Loans	advanced	by	the	Administrative	Agent
on	behalf	of	the	Lenders	pursuant	to	Section	2.01(e);	(ii)	second,	to	the	extent	all	amounts	referred	to	in	preceding	clause	(i)	have	been
paid	in	full,	to	pay	(on	a	ratable	basis)	all	outstanding	Expenses	owed	by	the	UK	Credit	Parties	actually	due	and	payable	to	each	Issuing
Lender	under	any	of	the	Credit	Documents	and	to	repay	all	outstanding	Unpaid	Drawings	in	respect	of	Letters	of	Credit	issued	for	the
account	of	a	UK	Borrower	and	all	interest	thereon;	(iii)	third,	to	the	extent	all	amounts	referred	to	in	preceding	clauses	(i)	and	(ii)	have
been	paid	in	full,	to	pay	(on	a	ratable	basis)	all	accrued	and	unpaid	interest	actually	due	and	payable	on	the	UK	Borrower	Loans	and	all


key: chroma:document
string_value:
accrued	and	unpaid	Fees	actually	due	and	payable	by	any	UK	Borrower	to	the	Administrative	Agent,	the	Issuing	Lenders	and	the	Lenders
under	any	of	the	Credit	Documents;	(iv)	[reserved];	(v)	fifth,	to	the	extent	all	amounts	referred	to	in	preceding	clauses	(i)	through	(iv),
inclusive,	have	been	paid	in	full,	to	repay	the	outstanding	principal	of	UK	Borrower	Revolving	Loans	(whether	or	not	then	due	and
payable);	(vi)	sixth,	to	the	extent	all	amounts	referred	to	in	preceding	clauses	(i)	through	(v),	inclusive,	have	been	paid	in	full,	to	cash
collateralize	(on	a	ratable	basis)	all	outstanding	Letters	of	Credit	issued	for	the	account	of	a	UK	Borrower	(such	cash	collateral	to	be	held
by	the	Administrative	Agent	in	a	cash	collateral	account	to	be	established	by,	and	under	the	sole	dominion	and	control	of,	the
Administrative	Agent	and	applied	to	the	Obligations	of	the	UK	Borrowers	to	the	Issuing	Lenders	and/or	Lenders	in	respect	of	any
Drawings	made	under	any	such	Letters	of	Credit),	provided,	however,	that	such	amounts	shall	be	released	to	the	UK	Borrowers	from	time
to	time	so	long	as	
no	Default	or	Event	of	Default	then	exists	or	would	result	therefrom	and	none	of	the	conditions	in	clause	(i)	of	Section
5.02(a)	then	exist	or	would	result	from	any	such	release;	(vii)	seventh,	to	the	extent	all	amounts	referred	to	in	preceding	clauses	(i)
through	(vi),	inclusive,	have	been	paid	in	full,	to	pay	(on	a	ratable	basis)	all	other	outstanding	Obligations	of	any	UK	Borrower	then	due


key: chroma:document
string_value:
and	payable	to	the	Administrative	Agent,	the	Collateral	Agent	and	the	Lenders	under	any	of	the	Credit	Documents;	and	(viii)	eighth,	to	the
extent	all	amounts	referred	to	in	preceding	clauses	(i)	through	(vii),	inclusive,	have	been	paid	in	full	and	so	long	as	no	Default	or	Event	of
Default	then	exists,	to	be	returned	to	the	UK	Borrowers.
120


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string_value:
(
f
h
)
Without	limiting	the	provisions	set	forth	in	Section	
13.15
13.16
,	the	Administrative	Agent	shall	maintain	accounts	on
its	books	in	the	name	of	each	Borrower	(collectively,	the	“
Credit	Account
”)	in	which	each	Borrower	will	be	charged	with	all	loans	and
advances	made	by	the	Lenders	to	the	respective	Borrower	for	the	respective	Borrower’s	account,	including	the	Loans,	the	Letter	of	Credit
Outstandings,	and	the	Fees,	Expenses	and	any	other	Obligations	relating	thereto.		Each	Borrower	will	be	credited,	in	accordance	with	this
Section	5.03,	with	all	amounts	received	by	the	Lenders	from	such	Borrower	or	from	others	for	its	account,	including,	as	set	forth	above,	all
amounts	received	by	the	Administrative	Agent	and	applied	to	the	Obligations.		In	no	event	shall	prior	recourse	to	any	Accounts	or	other
Collateral	be	a	prerequisite	to	the	Administrative	Agent’s	right	to	demand	payment	of	any	Obligation	upon	its	maturity.		Further,	the
Administrative	Agent	shall	have	no	obligation	whatsoever	to	perform	in	any	respect	any	of	the	Borrowers’	or	other	Credit	Parties’
contracts	or	obligations	relating	to	the	Accounts.
5.04.
Net	Payments
.		(a)		All	payments	made	by	the	Borrowers	and	the	other	Credit	Parties	hereunder	and	under	any
other	Credit	Document	will	be	made	without	setoff,	counterclaim	or	other	defense.		Except	as	
provided	in	Section	5.04(b),	and	except	as
required	by	applicable	law,	all	such	payments	will	be	made	free	and	clear	of,	and	without	deduction	or	withholding	for,	any	present	or


key: chroma:document
string_value:
future	taxes,	levies,	imposts,	duties,	fees,	assessments	or	other	charges	of	whatever	nature	now	or	hereafter	imposed	by	any	jurisdiction
or	by	any	political	subdivision	or	taxing	authority	thereof	or	therein
,	including	any	interest,	penalties	or	similar	liabilities
	
with	respect	
to
such	payments	(but
thereto	(collectively,	“Taxes”).	If	any	Taxes	(
excluding	(i)	any	tax	or	withholding	on	account	of	tax	imposed	on	or
measured	by	the	net	income	or	net	profits	of	a	Lender	or	the	Administrative	Agent	(as	applicable)	and	any	franchise	taxes	and	branch
profits	taxes	imposed	pursuant	to	the	laws	of	the	jurisdiction	in	which	it	is	resident	or	organized	or	the	jurisdiction	in	which	the	principal
office	or	applicable	lending	office	of	such	Lender	or	the	Administrative	Agent	(as	applicable)	is	located	or	any	political	subdivision	thereof
or	therein,	or	any	tax	imposed	as	a	result	of	a	present	or	former	connection	between	such	Lender	or	the	Administrative	Agent	(as
applicable)	and	the	jurisdiction	imposing	such	tax	(other	than	connections	arising	only	from	such	Lender	or	the	Administrative	Agent	(as
applicable)	having	executed,	delivered,	become	a	party	to,	performed	its	obligations	under,	received	payments	under,	received	or
perfected	a	security	interest	under,	engaged	in	any	other	transaction	pursuant	to	or	enforced	any	Credit	Document,	or	sold	or	assigned	an
interest	in	any	Loan	or	Credit	Document),	(ii)	in	the	case	of	a	Lender,	any	U.S.	federal	or	Netherlands	withholding	tax	that	is	imposed	on
amounts	payable	to	such	Lender	at	the	time	such	Lender	becomes	a	party	hereto	(or	designates	a	new	lending	office),	except	to	the	extent


key: chroma:document
string_value:
that	such	Foreign	Lender	(or	its	assignor,	if	any)	was	entitled,	at	the	time	of	designation	of	a	new	lending	office	(or	assignment),	to	receive
additional	amounts	from	such	U.S.	Borrower	with	respect	to	such	withholding	tax	pursuant	to	Section	5.04(a),	(iii)	
in	the	case	of	a	Lender,
any	United	Kingdom	withholding	tax	that	is	required	to	be	withheld	or	deducted	from	amounts	payable	to	such	Lender	if,	on	the	date	on
which	such	payment	falls	due,	the	payment	could	have	been	made	without	such	deduction	or	withholding	if	the	relevant	Lender	had	been
a	Qualifying	Lender,	but	on	that	date	the	relevant	Lender	is	not,	or	has	ceased	to	be,	a	Qualifying	Lender	other	than	as	a	result	of	any
change	after	the	date	on	which	it	became	a	party	hereto	in	(or	in	the	interpretation,	administration,	or	application	of)	any	law	or	double
taxation	agreement	or	any	published	practice	or	published	concession	of	any	relevant	taxing	authority,	(iv)
	
taxes	attributable	to	a	Lender’s
failure	to	comply	with	Section	5.04(e)	and	(
iv
v
)	any	U.S.	federal	withholding	tax	imposed	under	FATCA	(subparagraphs	(i)	through	(
iv
v
)
together,	“
Excluded	Taxes
”))	
and	all	
interest,	penalties	or	similar	liabilities	
with	respect	to	such	non-excluded	taxes,	levies,	imposts,
duties,	fees,	assessments	or	other	charges	(all	such	non-excluded	taxes,	levies,	imposts,	duties,	fees,	assessments	or	other	charges	being
referred	to	collectively	as	“
(all	such	Taxes,	other	than	Excluded	Taxes,	“Indemnified	
Taxes


key: chroma:document
string_value:
Taxes
”)
.		If	any	Taxes
	are	so	levied	or	imposed,	the
respective	Borrower	(and	any	other	Credit	Party	making	the	respective	payment	or	which	has	guaranteed	the	obligations	of	the	relevant
Borrower)	agrees	to	pay	
to
	
the	
full	amount	of	such	Taxes,	including	Taxes	on
relevant	Lender	or	Administrative	Agent,	as	the	case	may	be,
such	additional	amount
s
	
paid	pursuant	to	this	Section	5.04(a)
	
as	may	be	necessary	so	that,	after	making	such	withholding	or	deduction	for
or	on	account	of	any	
Taxes,	
Indemnified	Taxes	(including	any
121


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Indemnified	Taxes	on	such	additional	amounts	
paid	pursuant	to	this	Section	5.04(a)
),	the	net	amount	actually	received	by	such	Lender	or
Administrative	Agent
,	as	the	case	may	be,	
in	respect	of
	
each	payment	of	amounts	due	under	this	Agreement	will	not	be	less	than	the
amount	that	would	have	been	
paid
received
	
if	no	such	
Indemnified
	
Taxes	had	been	withheld	or	deducted.		
The
If	any	Borrower	or	other
Credit	Party	deducts	or	withholds	any	Taxes	from	any	payments	under	this	Agreement,	the
	
respective	Borrower	(or	other	Credit	Party)
will,	upon	the	Administrative	Agent’s	written	request,	furnish	to	the	Administrative	Agent,	within	45	days	after	the	date	the	payment	of
any	Taxes	is	due	pursuant	to	applicable	law,	certified	copies	of	tax	receipts	evidencing	such	payment	by	such	Borrower	(or	other	Credit
Party)	or	other	evidence	of	payment	reasonably	satisfactory	to	the	Administrative	Agent.
(b)
Subject	to	Section	14.07,	the	U.S.	Borrowers	(jointly	and	severally)	or	the	Dutch	Borrowers	(jointly	and	severally)
	or
the	UK	Borrowers	(jointly	and	severally)
,	as	applicable,	agree	(and	the	applicable	Subsidiary	Guarantors	agree)	to	timely	pay	to	the
relevant	Governmental	Authority	in	accordance	with	applicable	law,	or	at	the	option	of	the	Administrative	Agent	timely	reimburse	it	for
the	payment	of,	any	Other	Taxes.
(c)
Subject	to	Section	14.07,	the	U.S.	Borrowers	(jointly	and	severally)	or	the	Dutch	Borrowers	(jointly	and	severally)	
or


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string_value:
or
the	UK	Borrowers	(jointly	and	severally)
	
shall,	as	applicable,	agree	(and	the	applicable	Subsidiary	Guarantors	agree)	to	indemnify	each
Lender	or	the	Administrative	Agent,	as	the	case	may	be,	within	10	days	after	demand	therefor,	for	the	full	amount	of	any	
Indemnified
Taxes	(including	
Indemnified
	
Taxes	imposed	or	asserted	on	or	attributable	to	amounts	payable	under	this	Section)	payable	or	paid	by	such
Lender	or	required	to	be	withheld	or	deducted	from	a	payment	to	such	Lender	and	any	reasonable	expenses	arising	therefrom	or	with
respect	thereto,	whether	or	not	such	
Indemnified
	Taxes	were	correctly	or	legally	imposed	or	asserted	by	the	relevant	Governmental
Authority.		A	certificate	as	to	the	amount	of	such	payment	or	liability	delivered	to	the	Company	by	a	Lender	(with	a	copy	to	the
Administrative	Agent),	or	by	the	Administrative	Agent	on	its	own	behalf	or	on	behalf	of	a	Lender,	shall	be	conclusive	absent	manifest
error.
(d)
Each	Lender	shall	severally	indemnify	the	Administrative	Agent,	within	10	days	after	demand	therefor,	for	(i)	any
Indemnified
	
Taxes	attributable	to	such	Lender	(but	only	to	the	extent	that	any	Credit	Party	has	not	already	indemnified	the	Administrative
Agent	for	such	
Indemnified
	
Taxes	and	without	limiting	the	obligation	of	Credit	Parties,	subject	to	Section	14.07,	to	do	so),	(ii)	any	taxes
attributable	to	such	Lender’s	failure	to	comply	with	the	provisions	of	Section	
13.04
13.05
(e)	relating	to	the	maintenance	of	a	Participant


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(e)	relating	to	the	maintenance	of	a	Participant
Register	and	(iii)	any	Excluded	Taxes	attributable	to	such	Lender,	in	each	case,	that	are	payable	or	paid	by	the	Administrative	Agent	in
connection	with	any	Credit	Document,	and	any	reasonable	expenses	arising	therefrom	or	with	respect	thereto,	whether	or	not	such	taxes
were	correctly	or	legally	imposed	or	asserted	by	the	relevant	Governmental	Authority.		A	certificate	as	to	the	amount	of	such	payment	or
liability	delivered	to	any	Lender	by	the	Administrative	Agent	shall	be	conclusive	absent	manifest	error.		Each	Lender	hereby	authorizes	the
Administrative	Agent	to	set	off	and	apply	any	and	all	amounts	at	any	time	owing	to	such	Lender	under	any	Credit	Document	or	otherwise
payable	by	the	Administrative	Agent	to	the	Lender	from	any	other	source	against	any	amount	due	to	the	Administrative	Agent	under	this
clause	(d).
(e)
(i)
Any	Lender	that	is	entitled	to	an	exemption	from	or	reduction	of	withholding	tax	with	respect	to	payments
made	under	any	Credit	Document	shall	deliver	to	the	Company	and	the	Administrative	Agent,	at	the	time	or	times	reasonably	requested	by
the	Company	or	the	Administrative	Agent,	such	properly	completed	and	executed	documentation	reasonably	requested	by	the	Company	or
the	Administrative	Agent	as	will	permit	such	payments	to	be	made	without	withholding	or	at	a	reduced	rate	of	withholding.		In	addition,
any	Lender,	if	reasonably	requested	by	the	Company	or	the	Administrative	Agent,	shall	deliver	such	other	documentation	prescribed	by
applicable	law	or	reasonably	requested	by	the	Company	or	the	Administrative	Agent	as	will	enable	the	Company	or	the	Administrative
122


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Agent	to	determine	whether	or	not	such	Lender	is	subject	to	backup	withholding	or	information	reporting	requirements.		Notwithstanding
anything	to	the	contrary	in	the	preceding	two	sentences,	the	completion,	execution	and	submission	of	such	documentation	(other	than
such	documentation	set	forth	in	Section	5.04(e)(ii)(A),	(ii)(B)	and	(ii)(D)	below)	shall	not	be	required	if	in	the	Lender’s	reasonable	judgment
such	completion,	execution	or	submission	would	subject	such	Lender	to	any	material	unreimbursed	cost	or	expense	or	would	materially
prejudice	the	legal	or	commercial	position	of	such	Lender.
(ii)
Without	limiting	the	generality	of	the	foregoing,	in	the	event	that	the	Borrower	is	a	U.S.	Borrower,
(A)
any	Lender	that	is	a	U.S.	Person	shall	deliver	to	the	Company	and	the	Administrative	Agent	on	or
prior	to	the	date	on	which	such	Lender	becomes	a	Lender	under	this	Agreement	(and	from	time	to	time	thereafter
upon	the	reasonable	request	of	the	Company	or	the	Administrative	Agent),	executed	originals	of	Internal	Revenue
Service	Form	W-9	certifying	that	such	Lender	is	exempt	from	U.S.	federal	backup	withholding	tax;
(B)
any	Foreign	Lender	shall,	to	the	extent	it	is	legally	entitled	to	do	so,	deliver	to	the	Company	and
the	Administrative	Agent	(in	such	number	of	copies	as	shall	be	requested	by	the	recipient)	on	or	prior	to	the	date	on
which	such	Foreign	Lender	becomes	a	Lender	under	this	Agreement	(and	from	time	to	time	thereafter	upon	the
reasonable	request	of	the	Company	or	the	Administrative	Agent),	whichever	of	the	following	is	applicable:
(
i
1
)
in	the	case	of	a	Foreign	Lender	claiming	the	benefits	of	an	income	tax	treaty	to	which


key: chroma:document
string_value:
the	United	States	is	a	party	(x)	with	respect	to	payments	of	interest	under	any	Credit	Document,	executed
originals	of	Internal	Revenue	Service	Form	W-8BEN	or	Internal	Revenue	Service	Form	W-8BEN-E
establishing	an	exemption	from,	or	reduction	of,	U.S.	federal	withholding	tax	pursuant	to	the	“interest”
article	of	such	tax	treaty	and	(y)	with	respect	to	any	other	applicable	payments	under	any	Credit
Document,	Internal	Revenue	Service	Form	W-8BEN	or	Internal	Revenue	Service	Form	W-8BEN-E
establishing	an	exemption	from,	or	reduction	of,	U.S.	federal	withholding	tax	pursuant	to	the	“business
profits”	or	“other	income”	article	of	such	tax	treaty;
(
ii
2
)
executed	originals	of	Internal	Revenue	Service	Form	W-8ECI;
(
iii
3
)
in	the	case	of	a	Foreign	Lender	claiming	the	benefits	of	the	exemption	for	portfolio
interest	under	Section	881(c)	of	the	Code,	(x)	a	certificate	substantially	in	the	form	of	Exhibit	D-1	to	the
effect	that	such	Foreign	Lender	is	not	a	“bank”	within	the	meaning	of	Section	881(c)(3)(A)	of	the	Code,	a
“10	percent	shareholder”	of	the	Company	within	the	meaning	of	Section	881(c)(3)(B)	of	the	Code,	or	a
“controlled	foreign	corporation”	described	in	Section	881(c)(3)(C)	of	the	Code	(a	“
U.S.	Tax	Compliance
Certificate
”)	and	(y)	executed	originals	of	Internal	Revenue	Service	Form	W-8BEN	or	Internal	Revenue
Service	Form	W-8BEN-E;	or
(
iv
4
)
to	the	extent	a	Foreign	Lender	is	not	the	beneficial	owner,	executed	originals	of


key: chroma:document
string_value:
Internal	Revenue	Service	Form	W-8IMY,	accompanied	by	Internal	Revenue	Service	Form	W-8ECI,	Internal
Revenue	Service	Form	W-8BEN	or	Internal	Revenue	Service	Form	W-8BEN-E,	a	U.S.	Tax	Compliance
123


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string_value:
Certificate	substantially	in	the	form	of	Exhibit	D-2	or	Exhibit	D-3,	Internal	Revenue	Service	Form	W-9,
and/or	other	certification	documents	from	each	beneficial	owner,	as	applicable;	
provided
	that	if	the
Foreign	Lender	is	a	partnership	and	one	or	more	direct	or	indirect	partners	of	such	Foreign	Lender	are
claiming	the	portfolio	interest	exemption,	such	Foreign	Lender	may	provide	a	U.S.	Tax	Compliance
Certificate	substantially	in	the	form	of	Exhibit	D-4	on	behalf	of	each	such	direct	and	indirect	partner;
(C)
any	Foreign	Lender	shall,	to	the	extent	it	is	legally	entitled	to	do	so,	deliver	to	the	Company	and
the	Administrative	Agent	(in	such	number	of	copies	as	shall	be	requested	by	the	recipient)	on	or	prior	to	the	date	on
which	such	Foreign	Lender	becomes	a	Lender	under	this	Agreement	(and	from	time	to	time	thereafter	upon	the
reasonable	request	of	the	Company	or	the	Administrative	Agent),	executed	originals	of	any	other	form	prescribed	by
applicable	law	as	a	basis	for	claiming	exemption	from	or	a	reduction	in	U.S.	federal	withholding	tax,	duly	completed,
together	with	such	supplementary	documentation	as	may	be	prescribed	by	applicable	law	to	permit	the	Company	or
the	Administrative	Agent	to	determine	the	withholding	or	deduction	required	to	be	made;	and
(D)
if	a	payment	made	to	a	Lender	under	any	Credit	Document	would	be	subject	to	U.S.	federal
withholding	tax	imposed	by	FATCA	if	such	Lender	were	to	fail	to	comply	with	the	applicable	reporting	requirements
of	FATCA	(including	those	contained	in	Section	1471(b)	or	1472(b)	of	the	Code,	as	applicable),	such	Lender	shall


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deliver	to	the	Company	and	the	Administrative	Agent	at	the	time	or	times	prescribed	by	law	such	documentation
prescribed	by	applicable	law	(including	as	prescribed	by	Section	1471(b)(3)(C)(i)	of	the	Code)	as	may	be	necessary
for	the	Company	and	the	Administrative	Agent	to	comply	with	their	obligations	under	FATCA	and	to	determine	that
such	Lender	has	complied	with	such	Lender’s	obligations	under	FATCA	or	to	determine	the	amount	to	deduct	and
withhold	from	such	payment.		Solely	for	purposes	of	this	clause	(D),	“FATCA”	shall	include	any	amendments	made	to
FATCA	after	the	date	of	this	Agreement.
(iii)
Without	limiting	the	generality	of	the	foregoing,	each	Treaty	Lender	shall	cooperate	in	completing	any
procedural	formalities	necessary	for	the	purpose	of	any	UK	Borrower	obtaining	authorization	to	make	a	payment	to	the	relevant
Treaty	Lender	without	any	deduction	or	withholding	for	or	on	account	of	any	Taxes	imposed	by	the	United	Kingdom.	A	Treaty
Lender	which	holds	a	passport	under	the	HMRC	DT	Treaty	Passport	Scheme,	and	which	wishes	that	scheme	to	apply	to	this
Agreement,	shall	confirm	its	scheme	reference	number	and	its	jurisdiction	of	tax	residence	in	writing	and,	having	done	so,	that
Treaty	Lender	shall	be	under	no	further	obligation	pursuant	to	this	Section	5.04(e)(iii).
(iv)
Each	Lender	listed	on	Schedule	1.01(a)	(each,	an	“Original	Lender”)	confirms	and	represents	that	it	is	(x)	a
Qualifying	Lender	other	than	a	Treaty	Lender	or	(y)	holds	a	passport	under	HMRC	DT	Treaty	Passport	Scheme	(a	“DTTP


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Passport”)	and	that	its	scheme	reference	number	is	set	out	against	its	name	in	Schedule	1.01(a).
(v)
Any	Lender	which	is	not	an	Original	Lender	shall	confirm	to	the	Borrowers	as	soon	as	possible	after
becoming	a	Lender	whether	it	is	(a)	a	Treaty	Lender,	(b)	a	Qualifying	Lender	other	than	a	Treaty	Lender	or	(c)	is	not	a
Qualifying	Lender	(“Tax	Confirmation”)	and	in	the	case	of	a	Treaty	Lender,	it	shall	also	confirm	whether	or	not	it	holds	a	DTTP
Passport	and,	if	so,	provide	the	scheme	reference	number.
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Each	Lender	agrees	that	if	any	form	or	certification	it	previously	delivered	expires	or	becomes	obsolete	or	inaccurate	in	any	respect,	it
shall	update	such	form	or	certification	or	promptly	notify	the	Company	and	the	Administrative	Agent	in	writing	of	its	legal	inability	to	do
so.
(f)
If	the	Administrative	Agent	or	a	Lender	determines,	in	its	sole	discretion,	that	it	has	received	a	refund	of	any
Indemnified
	
Taxes	as	to	which	it	has	been	indemnified	by	a	Borrower	or	with	respect	to	which	a	Borrower	has	paid	additional	amounts
pursuant	to	Section	5.04(a),	it	shall	pay	to	such	Borrower	an	amount	equal	to	such	refund	(but	only	to	the	extent	of	indemnity	payments
made,	or	additional	amounts	paid,	by	such	Borrower	under	this	Section	with	respect	to	the	
Indemnified
	Taxes	giving	rise	to	such	refund),
net	of	all	out-of-pocket	expenses	of	the	Administrative	Agent	or	such	Lender,	as	the	case	may	be,	and	without	interest	(other	than	any
interest	paid	by	the	relevant	jurisdiction	or	any	political	subdivision	or	taxing	authority	thereof	with	respect	to	such	refund),	
provided
	that
the	U.S.	Borrowers	(on	a	joint	and	several	basis)	and	the	Dutch	Borrowers	(on	a	joint	and	several	basis)
	and	the	UK	Borrowers	(on	a	joint
and	several	basis)
,	as	the	case	may	be,	upon	the	request	of	the	Administrative	Agent	or	such	Lender,	agree	to	repay	the	amount	paid	over
to	any	such	Borrower	(plus	any	penalties,	interest	or	other	charges	imposed	by	the	relevant	jurisdiction	or	any	political	subdivision	or


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taxing	authority	thereof)	to	the	Administrative	Agent	or	such	Lender	in	the	event	the	Administrative	Agent	or	such	Lender	is	required	to
repay	such	refund	to	such	jurisdiction	or	any	political	subdivision	or	taxing	authority	thereof;	
provided
,	
further
,	that	no	Borrower	shall	be
required	to	repay	the	Administrative	Agent	or	such	Lender	an	amount	in	excess	of	the	amount	paid	over	by	such	party	to	any	such
Borrower	pursuant	to	this	Section	5.04(f).		This	paragraph	shall	not	be	construed	to	require	the	Administrative	Agent	or	any	Lender	to
make	available	its	tax	returns	(or	any	other	information	relating	to	its	taxes	that	it	deems	confidential)	to	the	Company,	any	other
Borrower,	any	other	Credit	Party	or	any	other	Person.		Notwithstanding	anything	to	the	contrary	in	this	Section	5.04(f),	in	no	event	will
the	indemnified	party	be	required	to	pay	any	amount	to	an	indemnifying	party	pursuant	to	this	Section	5.04(f)	the	payment	of	which	would
place	the	indemnified	party	in	a	less	favorable	net	after-Tax	position	than	the	indemnified	party	would	have	been	in	if	the	
Indemnified
	
Tax
subject	to	indemnification	and	giving	rise	to	such	refund	had	not	been	deducted,	withheld	or	otherwise	imposed	and	the	indemnification
payments	or	additional	amounts	with	respect	to	such	
Indemnified
	Tax	had	never	been	paid.
SECTION	6.
Conditions	Precedent	to	Credit	Events	on	the	Effective	Date
.		The	occurrence	of	the	Effective	Date	and	the


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.		The	occurrence	of	the	Effective	Date	and	the
obligation	of	each	Lender	to	make	Loans,	and	the	obligation	of	each	Issuing	Lender	to	issue	Letters	of	Credit,	on	the	Effective	Date,	are
subject	to	the	satisfaction	of	the	following	conditions:
6.01.
Effective	Date;	Notes
.		On	or	prior	to	the	Effective	Date,	(a)	this	Agreement	shall	have	been	executed	and	delivered
as	provided	in	Section	
13.10
13.11
,	(b)	the	Disclosure	Letter	shall	have	been	delivered	by	the	Company	to	the	Administrative	Agent	and	(c)
there	shall	have	been	delivered	to	the	Administrative	Agent	for	the	account	of	the	Lenders	that	have	requested	same,	the	appropriate
Revolving	Notes	executed	by	the	appropriate	Borrowers	and	if	requested	by	the	Swingline	Lender,	the	appropriate	Swingline	Notes
executed	by	the	appropriate	Borrowers,	in	each	case,	in	the	amount,	maturity	and	as	otherwise	provided	herein.
6.02.
Officer’s	Certificate
.		On	the	Effective	Date,	the	Administrative	Agent	shall	have	received	a	certificate	in	the	form	of
Exhibit	E-1,	dated	the	Effective	Date	and	signed	on	behalf	of	the	Company	by	an	Authorized	Officer	of	the	Company,	certifying	on	behalf	of
the	Company	that	all	of	the	conditions	in	Sections	6.05,	6.13(b)	and	7.01	have	been	satisfied	on	such	date.
6.03.
Opinions	of	Counsel
.		On	the	Effective	Date,	the	Administrative	Agent	shall	have	received	(a)	from	Wilson	Sonsini
Goodrich	&	Rosati,	P.C.,	special	New	York	counsel	to	the	Credit	Parties,	an	opinion	in	form	and	substance	reasonably	satisfactory	to	the
Administrative	Agent	addressed
125


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to	the	Administrative	Agent,	the	Collateral	Agent	and	each	of	the	Lenders	and	dated	the	Effective	Date	covering	such	matters	incident	to
the	transactions	contemplated	herein	as	the	Administrative	Agent	may	reasonably	request,	(b)	from	DLA	Piper	Nederland	N.V.,	special
Dutch	counsel	to	the	Dutch	Credit	Parties,	an	opinion	in	form	and	substance	reasonably	satisfactory	to	the	Administrative	Agent	addressed
to	the	Administrative	Agent,	the	Collateral	Agent	and	each	of	the	Lenders	and	dated	the	Effective	Date	covering	such	matters	incident	to
the	transactions	contemplated	herein	as	the	Administrative	Agent	may	reasonably	request,	and	(c)	without	duplication,	from	such	local
counsel,	reasonably	satisfactory	to	the	Administrative	Agent,	in	each	jurisdiction	where	a	U.S.	Credit	Party	is	“located”	for	purposes	of
Section	9-307	of	the	UCC	and/or	organized,	in	each	case,	an	opinion	in	form	and	substance	reasonably	satisfactory	to	the	Administrative
Agent	addressed	to	the	Administrative	Agent,	the	Collateral	Agent	and	each	of	the	Lenders	and	dated	the	Effective	Date	covering	such
matters	incident	to	the	transactions	contemplated	herein	as	the	Administrative	Agent	may	reasonably	request.
6.04.
Company	Documents;	Proceedings;	etc
.		(a)		On	the	Effective	Date,	the	Administrative	Agent	shall	have	received	a
certificate	from	each	Credit	Party,	dated	the	Effective	Date,	signed	by	an	Authorized	Officer	of	such	Credit	Party	(or,	with	respect	to	Tesla
B.V.,	its	directors),	and,	if	signed	by	an	Authorized	Officer	of	such	Credit	Party,	attested	to	by	another	Authorized	Officer	of	such	Credit


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Party,	in	the	form	of	Exhibit	E-2	(or	such	other	form	reasonably	acceptable	to	the	Administrative	Agent)	with	appropriate	insertions,
together	with	copies	of	the	certificate	or	articles	of	incorporation	and	by-laws	(or	other	equivalent	organizational	documents	relating	to
any	Dutch	Credit	Party),	as	applicable,	of	such	Credit	Party	and	the	resolutions	of	such	Credit	Party	referred	to	in	such	certificate
(including,	with	respect	to	each	Dutch	Credit	Party,	if	applicable,	an	unconditional	positive,	written	advice	from	any	works	council	in
relation	to	the	transactions	contemplated	by	this	Agreement	and	any	other	document	required	for	compliance	with	the	Dutch	Works
Council	Act),	and	each	of	the	foregoing	shall	be	in	form	and	substance	reasonably	acceptable	to	the	Administrative	Agent.
(b)
On	the	Effective	Date,	all	Business	and	legal	proceedings	and	all	instruments	and	agreements	in	connection	with	the
transactions	contemplated	by	this	Agreement	and	the	other	Credit	Documents	shall	be	reasonably	satisfactory	in	form	and	substance	to
the	Administrative	Agent,	and	the	Administrative	Agent	shall	have	received	all	information	and	copies	of	all	documents	and	papers,
including	records	of	Business	proceedings,	governmental	approvals,	good	standing	certificates	and	bring-down	facsimiles	or	other
electronic	transmission,	if	any,	which	the	Administrative	Agent	reasonably	may	have	requested	in	connection	therewith,	such	documents
and	papers	where	appropriate	to	be	certified	by	proper	Authorized	Officers	or	Governmental	Authorities.
6.05.
Adverse	Change;	Approvals
.		(a)		Since	December	31,	2014,	nothing	shall	have	occurred,	either	individually	or	in	the
aggregate,	which	has	had,	or	could	reasonably	be	expected	to	have	a	Material	Adverse	Effect.
(b)


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(b)
On	or	prior	to	the	Effective	Date,	all	necessary	governmental	(domestic	and	foreign)	and	material	third-party	approvals
and/or	consents	in	connection	with	the	Transaction	and	the	granting	of	Liens	under	the	Credit	Documents	shall	have	been	obtained	and
remain	in	effect,	and	all	applicable	waiting	periods	with	respect	thereto	shall	have	expired	without	any	action	being	taken	by	any
competent	authority	which	restrains,	prevents	or	imposes	materially	adverse	conditions	upon	the	consummation	of	the	Transaction.		On
the	Effective	Date,	there	shall	not	exist	any	judgment,	order,	injunction	or	other	restraint	issued	or	filed	or	a	hearing	seeking	injunctive
relief	or	other	restraint	pending	or	notified	prohibiting	or	imposing	materially	adverse	conditions	upon	the	Transaction.
6.06.
[Reserved]
.		
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6.07.
Guaranty
.		On	the	Effective	Date,	(a)	each	Dutch	Guarantor	shall	have	duly	authorized,	executed	and	delivered	the
Dutch	Guaranty	in	the	form	of	Exhibit	G-1	and	(b)	each	U.S.	Guarantor	shall	have	duly	authorized,	executed	and	delivered	the	U.S.
Guaranty	in	the	form	of	Exhibit	G-2,	and	each	Guaranty	shall	be	in	full	force	and	effect.
6.08.
[Reserved]
.		
6.09.
Security	Agreement
.		On	the	Effective	Date,	(a)	each	Dutch	Credit	Party	shall	have	duly	authorized,	executed	and
delivered	the	Dutch	Security	Agreements	in	the	form	of	Exhibit	I-1,	I-2	and	I-3	and	(b)	each	U.S.	Credit	Party	and	each	Dutch	Credit	Party
shall	have	duly	authorized,	executed	and	delivered	the	U.S.	Security	Agreement	in	the	form	of	Exhibit	I-4,	in	each	case	covering	all	of	each
applicable	Credit	Party’s	Security	Agreement	Collateral,	together	with:
(a)
proper	financing	statements	(Form	UCC-1	or	the	equivalent)	for	filing	under	the	UCC	or	other	appropriate	filing	offices
of	each	jurisdiction	as	may	be	necessary	or,	in	the	reasonable	opinion	of	the	Collateral	Agent,	desirable,	to	perfect	the	security	interests
purported	to	be	created	by	each	Security	Agreement;
(b)
delivery	of	all	promissory	notes	and	stock	certificates	required	to	be	delivered	to	the	Collateral	Agent	pursuant	to	each
Security	Agreement,	together	with	undated	instruments	of	transfer	with	respect	thereto	endorsed	in	blank;
(c)
delivery	of	(A)	the	results	of	a	recent	search,	by	a	Person	reasonably	satisfactory	to	the	Collateral	Agent,	of	all	effective


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UCC	financing	statements	(or	equivalent	filings)	made	with	respect	to	any	personal	or	mixed	property	the	creation	of	security	interests	in
which	is	governed	by	the	UCC	(or	foreign	equivalent)	of	any	Credit	Party	in	the	jurisdiction	of	formation	of	each	such	entity	and	the
location	(state	and	county)	where	such	entities	maintain	their	chief	executive	offices,	together	with	copies	of	all	such	filings	disclosed	by
such	search,	and	(B)	UCC	security	termination	statements	(or	similar	documents)	duly	executed	by	all	applicable	Persons	for	filing	in	all
applicable	jurisdictions	as	may	be	necessary	to	terminate	any	effective	UCC	financing	statements	(or	equivalent	filings)	disclosed	in	such
search	(other	than	any	such	financing	statements	in	respect	of	Permitted	Liens);
(d)
confirmation	that	arrangements	have	been	made	by	the	Administrative	Agent’s	counsel	for	all	other	recordings	and
filings	of,	or	with	respect	to,	each	Security	Agreement	as	may	be	necessary	or,	in	the	reasonable	opinion	of	the	Collateral	Agent,	desirable,
to	perfect	and	protect	the	security	interests	intended	to	be	created	by	each	Security	Agreement;	and
(e)
evidence	that	all	other	actions	required	to	be	taken	under	each	Security	Agreement	on	the	Effective	Date	to	perfect
and	protect	the	security	interests	purported	to	be	created	by	each	Security	Agreement	have	been	taken,	and	each	Security	Agreement
shall	be	in	full	force	and	effect.
6.10.
Financial	Statements
.		On	or	prior	to	the	Effective	Date,	the	Administrative	Agent	shall	have	received	true	and
correct	copies	of	the	financial	statements	referred	to	in	Section	8.05(a),	which	financial	statements	shall	be	in	form	and	substance
reasonably	satisfactory	to	the	Administrative	Agent.


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reasonably	satisfactory	to	the	Administrative	Agent.
6.11.
Solvency	Certificate;	Insurance	Certificates
.		On	the	Effective	Date,	the	Administrative	Agent	shall	have	received:
(a)
a	solvency	certificate	from	the	chief	financial	officer	of	the	Company	in	the	form	of	Exhibit	J;	and
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(b)
certificates	of	insurance	complying	with	the	requirements	of	Section	9.03	for	the	business	and	properties	of	the
Company	and	its	Subsidiaries,	in	form	and	substance	reasonably	satisfactory	to	the	Administrative	Agent	and	naming	the	Collateral	Agent
as	an	additional	insured	and/or	as	lender	loss	payee,	as	applicable,	and,	to	the	extent	obtainable	after	use	of	commercially	reasonable
efforts,	stating	that	such	insurance	shall	not	be	canceled	or	materially	revised	without	at	least	30	days’	(or	at	least	10	days	in	the	case	of
nonpayment	of	premium)	prior	written	notice	by	the	insurer	to	the	Collateral	Agent.
6.12.
Fees,	Expenses
.		On	the	Effective	Date,	the	Borrowers	shall	have	paid	to	the	Arrangers	(as	defined	in	the	Original
Credit	Agreement)	and	the	Agents	(as	defined	in	the	Original	Credit	Agreement)	(and	their	relevant	affiliates)	and	each	Lender	all	costs,
duties,	fees	and	expenses	(including	reasonable	legal	fees	and	expenses	and	all	expenses	of	any	collateral	appraiser	and	any	field
examiner)	and	other	compensation	contemplated	hereby	or	separately	agreed	in	writing	payable	to	the	Arrangers	(as	defined	in	the
Original	Credit	Agreement)	or	the	Agents	(as	defined	in	the	Original	Credit	Agreement)	(and/or	their	relevant	affiliates)	or	such	Lender	to
the	extent	then	due	and	invoiced	at	least	one	Business	Day	prior	to	the	Effective	Date.
6.13.
Initial	Borrowing	Base	Certificate;	Outstanding	Indebtedness
.		(a)		On	the	Effective	Date,	the	Administrative	Agent
shall	have	received	the	initial	Borrowing	Base	Certificate	meeting	the	requirements	of	Section	9.01(h).
(b)


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(b)
On	the	Effective	Date	and	after	giving	effect	to	the	Transaction	(and	the	Credit	Events	hereunder	on	such	date),	the
Company	and	its	Subsidiaries	shall	have	no	outstanding	Indebtedness,	Contingent	Obligations	or	Preferred	Equity,	except	(x)	for
Indebtedness	outstanding	under	to	this	Agreement,	(y)	the	Existing	Convertible	Notes	and	(z)	such	existing	Indebtedness	and	Contingent
Obligations	as	shall	be	permitted	under	Section	10.04.
6.14.
Appraisals;	Field	Examinations
.		On	or	prior	to	the	Effective	Date,	the	Company	shall	have	provided	to	the	Agents	(i)
an	Acceptable	Appraisal	in	respect	of	(x)	the	Inventory	of	the	Borrowers	and	(y)	the	Eligible	Machinery	and	Equipment	of	the	U.S.
Borrowers	and	(ii)	an	Acceptable	Field	Examination	in	respect	of	the	Inventory	and	the	Accounts	and	the	related	accounts	of	the
Borrowers.	Notwithstanding	anything	to	the	contrary	contained	in	this	Section	6.14,	to	the	extent	the	Acceptable	Field	Examination
required	by	clause	(ii)	above	in	respect	of	Accounts	cannot	be	delivered	on	or	prior	to	the	Effective	Date,	the	delivery	of	such	Acceptable
Field	Examination	shall	not	be	a	condition	precedent	but	instead	shall	be	required	to	be	delivered	in	accordance	with	Section	9.12(h).
6.15.
Patriot	Act
.		Not	later	than	the	fifth	Business	Day	prior	to	the	Effective	Date,	the	Agents	and	the	Lenders	shall	have
received	from	the	Credit	Parties	all	documentation	and	other	information	required	by	regulatory	authorities	under	applicable	“know	your
customer”	and	anti-money	laundering	rules	and	regulations,	including	the	Patriot	Act.


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In	determining	the	satisfaction	of	the	conditions	specified	in	this	Section	6,	(x)	to	the	extent	any	item	is	required	to	be
satisfactory	to	any	Lender	or	Agent	(other	than	the	Administrative	Agent),	such	item	shall	be	deemed	satisfactory	to	each	Lender	and	each
Agent	(other	than	the	Administrative	Agent)	which	has	not	notified	the	Administrative	Agent	in	writing	prior	to	the	occurrence	of	the
Effective	Date	that	the	respective	item	or	matter	does	not	meet	its	satisfaction	and	(y)	in	determining	whether	any	Lender	or	Agent	(other
than	the	Administrative	Agent)	is	aware	of	any	fact,	condition	or	event	that	has	occurred	and	which	would	reasonably	be	expected	to	have
a	Material	Adverse	Effect,	each	Lender	and	each	Agent	(other	than	the	Administrative	Agent)	which	has	not	notified	the	Administrative
Agent	in	writing	prior	to	the	occurrence	of	the	Effective	Date	of	such	fact,	condition	or	event	shall	be	deemed	not	to	be	aware	of	any	such
fact,	condition	or	event	on	the	Effective	Date.		Upon	the	Administrative	Agent’s	good	faith	determination	that	the	conditions	specified	in
this	Section	6	have	been	met	(after	giving	effect	to	the
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preceding	sentence),	then	the	Effective	Date	shall	be	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	the	Company	or	any	other
Borrower	from	any	liability	for	failure	to	satisfy	one	or	more	of	the	applicable	conditions	contained	in	this	Section	6).
SECTION	7.
Conditions	Precedent	to	All	Credit	Events
.		The	obligation	of	each	Lender	to	make	Loans	(including	Loans
made	on	the	Effective	Date),	and	the	obligation	of	each	Issuing	Lender	to	issue	Letters	of	Credit	(including	Letters	of	Credit	issued	on	the
Effective	Date),	are	subject,	at	the	time	of	the	Effective	Date	and	at	the	time	of	each	Credit	Event	(except	as	hereinafter	indicated),	to	the
satisfaction	of	the	following	conditions:
7.01.
No	Default;	Representations	and	Warranties
.		At	the	time	of	each	such	Credit	Event	and	also	after	giving	effect
thereto	(a)	there	shall	exist	no	Default	or	Event	of	Default	and	(b)	all	representations	and	warranties	contained	herein	and	in	the	other
Credit	Documents	shall	be	true	and	correct	in	all	material	respects	with	the	same	effect	as	though	such	representations	and	warranties
had	been	made	on	the	date	of	such	Credit	Event	(it	being	understood	and	agreed	that	(x)	any	representation	or	warranty	which	by	its
terms	is	made	as	of	a	specified	date	shall	be	required	to	be	true	and	correct	in	all	material	respects	only	as	of	such	specified	date
	and
,
	
(y)
any	representation	or	warranty	that	is	qualified	as	to	“materiality,”	“Material	Adverse	Effect”	or	similar	language	shall	be	true	and	correct
in	all	respects	as	of	any	such	date


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in	all	respects	as	of	any	such	date
	and	(z)	the	representation	and	warranty	in	Section	8.22	is	made	solely	with	respect	to	the	most	recently
delivered	Borrowing	Base	Certificate
).
7.02.
Notice	of	Borrowing;	Letter	of	Credit	Request
.		(a)		Prior	to	the	making	of	each	Loan	(other	than	a	Swingline	Loan	or
a	Revolving	Loan	made	pursuant	to	a	Mandatory	Borrowing),	the	Administrative	Agent	shall	have	received	a	Notice	of	Borrowing	meeting
the	requirements	of	Section	2.03(a).		Prior	to	the	making	of	each	Swingline	Loan,	the	Swingline	Lender	shall	have	received	the	notice
referred	to	in	Section	2.03(b)(i).
(b)
Prior	to	the	issuance	of	each	Letter	of	Credit,	the	Administrative	Agent	and	the	respective	Issuing	Lender	shall	have
received	a	Letter	of	Credit	Request	meeting	the	requirements	of	Section	3.03(a).
7.03.
Borrowing	Limitations
.		Notwithstanding	anything	to	the	contrary	set	forth	herein	(but	subject	to	Section	2.01(e)),	it
shall	be	a	condition	precedent	to	each	Credit	Event	that	after	giving	effect	thereto	(and	the	use	of	the	proceeds	thereof):
(i)
the	Aggregate	U.S.	Borrower	Exposure	would	not	exceed	100%	(or,	during	an	Agent	Advance	Period,	105%)
of	the	U.S.	Borrowing	Base	at	such	time;
(ii)
the	Aggregate	Dutch	Borrower	Exposure	would	not	exceed	100%	(or,	during	an	Agent	Advance	Period,
105%)	of	the	Dutch	Borrowing	Base	at	such	time;
(iii)
the	Aggregate	UK	Borrower	Exposure	would	not	exceed	100%	(or,	during	an	Agent	Advance	Period,	105%)


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of	the	UK	Borrowing	Base	at	such	time;	and
(
iii
iv
)
the	Aggregate	Exposure	at	such	time	would	not	exceed	the	Total	Revolving	Loan	Commitment	at	such
time
;	and
.
(iv)
during	a	Reduced	Availability	Period,	Excess	Availability	would	exceed	10%	of	the	Availability	at	such	time.
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7.04.
Collateralized	Letters	of	Credit
.		Notwithstanding	anything	to	the	contrary	set	forth	herein,	so	long	as	there	are
outstanding	any	Collateralized	Letters	of	Credit	pursuant	to	Section	3.02(b),	no	Loans	may	be	incurred,	and	no	additional	Letters	of	Credit
may	be	issued	(nor	may	the	Stated	Amount	of	any	then	outstanding	Letter	of	Credit	be	increased),	unless,	in	any	such	case,	the	Company
would	be	able	to	comply	with	Section	10.07	(to	the	extent	that	such	compliance	is	then	required)	but,	for	this	purpose,	including	all
outstanding	Letters	of	Credit	(including	all	outstanding	Collateralized	Letters	of	Credit)	in	calculating	the	Aggregate	Exposure	and	Excess
Availability	at	such	time.
The	acceptance	of	the	benefits	of	each	Credit	Event	shall	constitute	a	representation	and	warranty	by	the	Company	and	the
other	Borrowers	to	the	Administrative	Agent	and	each	of	the	Lenders	that	all	the	conditions	specified	in	Section	6	(with	respect	to	the
occurrence	of	the	Effective	Date	and	Credit	Events	on	the	Effective	Date)	and	in	this	Section	7	(with	respect	to	the	occurrence	of	the
Effective	Date	and	Credit	Events	on	or	after	the	Effective	Date)	and	applicable	to	such	Credit	Event	are	satisfied	as	of	that	time,	in	each
case,	to	the	extent	the	satisfaction	of	any	such	condition	is	not	expressly	subject	to	any	Lender’s	or	Agent’s	determination.		All	of	the
Notes,	certificates,	legal	opinions	and	other	documents	and	papers	referred	to	in	Section	6	and	in	this	Section	7,	unless	otherwise
specified,	shall	be	delivered	to	the	Administrative	Agent	at	the	Notice	Office	for	the	account	of	each	of	the	Lenders	and,	except	for	the


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Notes,	in	sufficient	counterparts	or	copies	for	each	of	the	Lenders	and	shall	be	in	form	and	substance	reasonably	satisfactory	to	the
Administrative	Agent	and	the	Required	Lenders.
SECTION	8.
Representations	and	Warranties
.		In	order	to	induce	the	Lenders	to	enter	into	this	Agreement	and	to	make
the	Loans,	and	issue	(or	participate	in)	the	Letters	of	Credit	as	provided	herein,	each	of	the	Company	and	the	other	Borrowers	makes	the
following	representations	and	warranties,	in	each	case	after	giving	effect	to	the	Transaction,	all	of	which	shall	survive	the	execution	and
delivery	of	this	Agreement	and	the	Notes	and	the	making	of	the	Loans	and	the	issuance	of	the	Letters	of	Credit,	with	the	occurrence	of	the
Effective	Date	and	each	Credit	Event	on	or	after	the	Effective	Date	being	deemed	to	constitute	a	representation	and	warranty	that	the
matters	specified	in	this	Section	8	are	true	and	correct	in	all	material	respects	on	and	as	of	the	Effective	Date	and	on	the	date	of	each	such
Credit	Event	(it	being	understood	and	agreed	that	(x)	any	representation	or	warranty	which	by	its	terms	is	made	as	of	a	specified	date
shall	be	required	to	be	true	and	correct	in	all	material	respects	only	as	of	such	specified	date	and	(y)	any	representation	or	warranty	that
is	qualified	by	“materiality”,	“Material	Adverse	Effect”	or	similar	language	shall	be	true	and	correct	in	all	respects).
8.01.
Company	Status
.		Each	of	the	Company	and	each	of	its	Subsidiaries	(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


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presently	proposes	to	engage,	(iii)	is	duly	qualified	and	is	authorized	to	do	business	and	is	in	good	standing	(or	its	equivalent,	to	the	extent
that	such	concept	is	applicable	in	the	respective	jurisdiction)	under	the	laws	of	the	jurisdiction	of	its	organization	and	in	each	jurisdiction
where	the	ownership,	leasing	or	operation	of	its	property	or	the	conduct	of	its	business	requires	such	qualifications
,
	
except	in	the	case	of
clause	(i)	(other	than	in	the	case	of	the	Company),	cause	(ii)	and
	this	clause	(iii)	for	failures	to	be	so	qualified	or	authorized	which,	either
individually	or	in	the	aggregate,	could	not	reasonably	be	expected	to	have	a	Material	Adverse	Effect	and	(iv)	with	respect	to	each	Credit
Party	incorporated	in	a	jurisdiction	where	European	Parliament	and	Council	Regulation	(EU)	No.	2015/848	on	insolvency	proceedings	of
20	May	2015	(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)
,	it	has	its	centre	of	main	interest	(as	that	term	is	used	in	Section	3(1)	of	the	Insolvency
Regulation)	in	its	jurisdiction	of	incorporation	and	it	has	no	establishment	(as	defined	in	section	2(h)	of	the	Insolvency	Regulation)	in	any
other	jurisdiction	that	is	a	member	state	of	the	European	Union.
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8.02.
Power	and	Authority
.		Each	Credit	Party	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	party	and	has	taken	all	necessary	Business	action	to	authorize	the
execution,	delivery	and	performance	by	it	of	each	of	such	Credit	Documents.		Each	Credit	Party	has	duly	executed	and	delivered	each	of
the	Credit	Documents	to	which	it	is	party,	and	each	of	such	Credit	Documents	constitutes	its	legal,	valid	and	binding	obligation
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).
8.03.
No	Violation
.		Neither	the	execution,	delivery	or	performance	by	any	Credit	Party	of	the	Credit	Documents	to	which
it	is	a	party,	nor	compliance	by	it	with	the	terms	and	provisions	thereof,	(i)	will	contravene	any	provision	of	any	applicable	law,	statute,
rule	or	regulation	or	any	order,	writ,	injunction	or	decree	of	any	court	or	Governmental	Authority,	(ii)	will	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


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Credit	Party	or	any	of	its	Subsidiaries	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	Credit	Party	or	any	of	its	Subsidiaries	is	a
party	or	by	which	it	or	any	its	property	or	assets	is	bound	or	to	which	it	may	be	subject	including	the	Existing	Convertible	Notes
Indentures
	except	any	such	conflict	or	breach	which
,	either	individually	or	in	the	aggregate
,	could	not	reasonably	be	expected	to	have	a
Material	Adverse	Effect
,	or	(iii)	will	violate	any	provision	of	the	certificate	or	articles	of	incorporation,	certificate	of	formation,	limited
liability	company	agreement	or	by-laws	(or	equivalent	organizational	documents),	as	applicable,	of	any	Credit	Party
	or	any	of	their
respective	Subsidiaries
.
8.04.
Approvals
.		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	on	or	prior	to	the	Effective	Date	and	which	remain	in	full	force	and
effect	on	the	Effective	Date	and	(y)	filings	which	are	necessary	to	perfect	the	security	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,	any	Credit
Party	to	authorize,	or	is	required	to	be	obtained	or	made	by,	or	on	behalf	of,	any	Credit	Party	in	connection	with,	(i)	the	execution,	delivery
and	performance	by	such	Credit	Party	of	any	Credit	Document
,


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,
	
or	(ii)	the	legality,	validity,	binding	effect	or	enforceability	of	any	such
Credit	Document	against	such	Credit	Party
.
,	except	in	each	case	any	such	consent,	approval,	license,	authorization,	validation,	filing,
recording,	registration	or	exemption	which	the	failure	to	obtain
,	either	individually	or	in	the	aggregate,	
could	not	reasonably	be	expected
to	have	a	Material	Adverse	Effect.
8.05.
Financial	Statements;	Financial	Condition
;	Undisclosed	Liabilities
.		(a)		The	audited	consolidated	balance	sheets	of
the	Company	for	its	fiscal	year
s
	ended	December	31,	
2017	and	December	31,	2018
2019
	
and	the	related	consolidated	statements	of	income
and	cash	flows	and	changes	in	shareholders’	equity	of	the	Company	for	its	fiscal	year
s
	ended	December	31,	
2017	and	December	31,
2018
2019
,	copies	of	which	were	in	each	case	furnished	to	the	Lenders	prior	to	the	Amendment	and	Restatement	Effective	Date,	present
fairly	in	all	material	respects	the	consolidated	financial	position	of	the	Company	and	its	Subsidiaries	at	the	date	of	said	financial
statements	and	the	results	for	the	respective	periods	covered	thereby.
(b)
(i)	The	sum	of	the	fair	value	of	the	assets,	at	a	fair	valuation,	of	the	Company	and	its	Subsidiaries	(taken	as	a	whole)
will	exceed	their	respective	debts,	(ii)	the	sum	of	the	present	fair	saleable	value	of	the	assets	of	the	Company	and	its	Subsidiaries	(taken	as
a	whole)	will	exceed	their	respective	debts,	(iii)	the	Company	and	its	Subsidiaries	(taken	as	a	whole)	have	not	incurred	and	do	not	intend


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incur,	and	do	not	believe	that	they	will	incur,	debts	beyond	their	ability	to	pay	such	debts	as	such	debts	mature,	and	(iv)	the	Company	and
its	Subsidiaries	(taken	as	a	whole)	will	have	sufficient	capital	with	which	to	conduct	their	respective	businesses.		For	purposes	of	this
Section	8.05(b),	“debt”	means	any	liability	on	a	claim,	and	“claim”	means	right	to	payment,	whether	or	not	such	a	right	is	reduced	to
judgment,	liquidated,	unliquidated,	fixed,	contingent,	matured,	unmatured,	disputed,	undisputed,	legal,	equitable,	secured,	or
unsecured.		The	amount	of	contingent	liabilities	at	any	time	shall	be	computed	as	the	amount	that,	in	the	light	of	all	the	facts	and
circumstances	available	at	such	time,	represents	the	amount	that	can	reasonably	be	expected	to	become	an	actual	or	matured	liability.
(c)
Except	as	fully	disclosed	in	the	financial	statements	delivered	pursuant	to	Section	8.05(a),	and	except	for	the
Indebtedness	incurred	under	the	Credit	Documents	and	Existing	Indebtedness	and	liabilities	or	obligations	arising	in	the	ordinary	course
of	business,	there	were	as	of	the	Effective	Date	no	liabilities	or	obligations	with	respect	to	the	Company	or	any	of	its	Subsidiaries	of	any
nature	whatsoever	(whether	absolute,	accrued,	contingent	or	otherwise	and	whether	or	not	due)	which,	either	individually	or	in	the
aggregate,	could	reasonably	be	expected	to	be	material	to	the	Company	and	its	Subsidiaries	(taken	as	a	whole).
[Reserved].
(d)
After	giving	effect	to	the	Transaction,	
s
S
ince	December	31,	
2018
2019


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S
ince	December	31,	
2018
2019
,	nothing	has	occurred	that	has	had,	or	could
reasonably	be	expected	to	have,	either	individually	or	in	the	aggregate,	a	Material	Adverse	Effect.
8.06.
Litigation
.		There	are	no	actions,	suits,	claims,	demands,	investigations,	audits,	charges	or	proceedings	by	or	before
any	Governmental	Authority	pending	or,	to	the	knowledge	of	any	Responsible	Officer	of	the	Company,	threatened	in	writing	(i)	that
purports	to	affect	the	legality,	validity	or	enforceability	of	any	Credit	Document	or	(ii)	that	has	had,	or	could	reasonably	be	expected	to
have,	either	individually	or	in	the	aggregate,	a	Material	Adverse	Effect.
8.07.
True	and	Complete	Disclosure
.		All	factual	information	(other	than	projections	and	information	of	a	general
economic	or	industry	nature)	(taken	as	a	whole)	furnished	by	or	on	behalf	of	the	Company	or	any	other	Borrower	in	writing	to	any	Agent
or	any	Lender	for	purposes	of	or	in	connection	with	this	Agreement,	the	other	Credit	Documents	or	any	transaction	contemplated	herein
or	therein,	taken	as	a	whole	and	together	with	the	Company’s	filings	with	the	SEC,	is	true	and	accurate	in	all	material	respects	on	the	date
as	of	which	such	information	is	dated	or	certified	and	not	incomplete	by	omitting	to	state	any	fact	necessary	to	make	such	information
(taken	as	a	whole)	not	misleading	in	any	material	respect	at	such	time	in	light	of	the	circumstances	under	which	such	information	was
provided.
8.08.
Use	of	Proceeds;	Margin	Regulations
.		(a)		All	proceeds	of	the	Loans	will	be	used	for	the	working	capital	and	general


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corporate	purposes	(including	Acquisitions)	of	the	Borrowers	and	their	respective	Subsidiaries;	
provided
	that	the	proceeds	of	Swingline
Loans	shall	not	be	used	to	refinance	then	outstanding	Swingline	Loans.
(b)
No	part	of	any	Credit	Event	(or	the	proceeds	thereof)	will	be	used	to	purchase	or	carry	any	Margin	Stock	or	to	extend
credit	for	the	purpose	of	purchasing	or	carrying	any	Margin	Stock
.		Neither	the	making	of	any	Loan	nor	the	use	of	the	proceeds	thereof
nor	the	occurrence	of	any	other	Credit	Event	will	violate	or	be	inconsistent	with	the	provisions	of
	
in	manner	that	violates
	
Regulation	
T,	
U
or	X
.		Not	more	than	25%	of	the	value	of	the	assets	of	the	Company	and	its	Subsidiaries	taken	as	a	whole	is	represented	by	Margin	Stock.
8.09.
Tax	Returns	and	Payments
.		The	Company	and	each	of	its	Subsidiaries	has	timely	filed	or	caused	to	be	timely	filed
with	the	appropriate	taxing	authority	all	
U.S.
	federal	and	other	material	returns,	statements,	forms	and	reports	for	taxes	(the	“
Returns
”)
required	to	be	filed	by,	or	with	respect	to	the
132


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income,	properties	or	operations	of,	the	Company	and/or	any	of	its	Subsidiaries.		The	Returns	accurately	reflect	in	all	material	respects	all
liability	for	taxes	of	the	Company	and	its	Subsidiaries,	as	applicable,	for	the	periods	covered	thereby.		The	Company	and	each	of	its
Subsidiaries	has	paid	all	material	taxes	and	assessments	payable	by	it	which	have	become	due	and	payable,	other	than	those	that	are
being	contested	in	good	faith	and	adequately	disclosed	for	which	adequate	reserves	have	been	established	in	accordance	with
GAAP.		There	is	no	action,	suit,	proceeding,	investigation,	audit	or	claim	now	pending	or,	to	the	knowledge	of	any	Responsible	Officer	of
the	Company,	threatened	in	writing	by	any	authority	regarding	any	taxes	relating	to	the	Company	or	any	of	its	Subsidiaries	that,	either
individually	or	in	the	aggregate,	could	reasonably	be	expected	to	have	a	Material	Adverse	Effect.		As	of	the	Effective	Date,	other	than	as
set	forth	on	Schedule	8.09	to	the	Disclosure	Letter,	neither	the	Company	nor	any	of	its	Subsidiaries	has	entered	into	an	agreement	or
waiver	or	been	requested	to	enter	into	an	agreement	or	waiver	extending	any	statute	of	limitations	relating	to	the	payment	or	collection	of
material	taxes	of	the	Company	or	any	of	its	Subsidiaries,	has	otherwise	been	granted	an	extension	of	any	statute	of	limitations	relating	to
the	payment	or	collection	of	taxes,	or	is	aware	of	any	circumstances	that	would	cause	the	taxable	years	or	other	taxable	periods	of	the
Company	or	any	of	its	Subsidiaries	not	to	be	subject	to	the	normally	applicable	statute	of	limitations.


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8.10.
Compliance	with	ERISA
.		(a)		Schedule	8.10	to	the	Disclosure	Letter	sets	forth	each	Plan	as	of	the	Effective
Date.		Each	Plan	is	in	compliance	in	form	and	operation	with	its	terms	and	with	ERISA	and	the	Code	(including	the	Code	provisions
compliance	with	which	is	necessary	for	any	intended	favorable	tax	treatment)	and	all	other	applicable	laws	and	regulations,	except	where
any	failure	to	comply	could	not	reasonably	be	expected,	either	individually	or	in	the	aggregate,	to	result	in	a	Material	Adverse	Effect.	Each
Plan	
(and	each	related	trust,	if	any)	which
that
	
is	intended	to	be	qualified	under	Section	401(a)	of	the	Code	has	received	a	favorable
determination	letter	from	the	IRS	or	has	applied	to	the	IRS	for	such	a	determination	letter	to	the	effect	that	
it	meets	the	requirements
of
such	Plan	and	its	related	trust	are	exempt	from	federal	income	taxes	under
	
Sections	401(a)	and	501(a)
,	respectively,
	
of	the	Code
covering	all	applicable	tax	law	changes	or	is	comprised	of	a	master	or	prototype	plan	that	has	received
,	or	can	rely	on
	
a	favorable	opinion
or	advisory
	
letter	from	the	IRS
	with	respect	to	a	volume	submitter	or	master	and	prototype	plan
,	and	to	the	knowledge	of	any	Responsible
Officer	of	the	Company,	nothing	has	occurred	since	the	date	of	such	determination	that	would	reasonably	be	expected	to	adversely	affect
such	determination	(or
,
	in	the	case	of	a	Plan	with	no	determination,	to	the	knowledge	of	any	Responsible	Officer	of	the	Company,	nothing
has	occurred	that	would	reasonably	be	expected	to	materially	adversely	affect	the	issuance	of	a	favorable	determination	letter	or


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otherwise	materially	adversely	affect	such	qualification).	No	ERISA	Event	has	occurred,	or	is	reasonably	expected	to	occur,	other	than	as
could	not,	either	individually	or	in	the	aggregate,	reasonably	be	expected	to	result	in	a	Material	Adverse	Effect.
(b)
There	exists	no	Unfunded	Pension	Liability	with	respect	to	any	Plan,	which	either	individually	or	in	the	aggregate,
could	reasonably	be	expected	to	have	a	Material	Adverse	Effect.
(c)
No	Multiemployer	Plan	is	insolvent.		None	of	the	Company	or	any	of	its	Subsidiaries	or	any	ERISA	Affiliate	has
incurred	a	complete	or	partial	withdrawal	from	any	Multiemployer	Plan,	and,	if	each	of	the	Company,	any	of	its	Subsidiaries	and	each
ERISA	Affiliate	were	to	withdraw	in	a	complete	withdrawal	as	of	the	date	this	assurance	is	given	or	deemed	given,	the	aggregate
withdrawal	liability	that	would	be	incurred	could	not,	either	individually	or	in	the	aggregate,	be	reasonably	expected	to	result	in	a	Material
Adverse	Effect.
(d
)
There	are	no	actions,	suits	or	claims	pending	against	or	involving	a	Plan	(other	than	routine	claims	for
benefits)	or,	to	the	knowledge	any	Responsible	Officer	of	the	Company,	any	of	its	Subsidiaries	or	any	ERISA	Affiliate,	threatened
,
which	could	reasonably	be	expected	to	be	asserted	successfully	against	any	Plan	and,	if	so	asserted	successfully,	could	reasonably	be
expected	either	individually	or	in	the	aggregate	to	result	in	a	Material	Adverse	Effect.
133


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(
e
d
)
The	Company,	its	Subsidiaries	and	any	ERISA	Affiliate	have	made	all	contributions	to	or	under	each	Plan	and
Multiemployer	Plan	required	by	law	within	the	applicable	time	limits	prescribed	thereby,	the	terms	of	such	Plan	or	Multiemployer	Plan,
respectively,	or	any	contract	or	agreement	requiring	contributions	to	a	Plan	or	Multiemployer	Plan	except	where	any	failure	to	comply,
either	individually	or	in	the	aggregate,	could	not	reasonably	be	expected	to	result	in	a	Material	Adverse	Effect.
(
f
e
)
No	Plan	which	is	subject	to	Section	412	of	the	Code	or	Section	302	of	ERISA	has	applied	for	or	received	an	extension
of	any	amortization	period,	within	the	meaning	of	Section	412	of	the	Code	or	Section	303	or	304	of	ERISA.		The	Company,	its	Subsidiaries
and	any	ERISA	Affiliate	have	not	ceased	operations	at	a	facility	so	as	to	become	subject	to	the	provisions	of	Section	4062(e)	of	ERISA,
withdrawn	as	a	substantial	employer	so	as	to	become	subject	to	the	provisions	of	Section	4063	of	ERISA	or	ceased	making	contributions	to
any	Plan	subject	to	Section	4064(a)	of	ERISA	to	which	it	made	contributions	which	either	individually	or	in	the	aggregate,	could
reasonably	be	expected	to	result	in	a	Material	Adverse	Effect.		None	of	the	Company,	its	Subsidiaries	or	any	ERISA	Affiliate	have	incurred
liability	to	the	PBGC	which,	either	individually	or	in	the	aggregate,	could	reasonably	be	expected	to	result	in	a	Material	Adverse	Effect,


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and	no	lien	imposed	under	the	Code	or	ERISA	on	the	assets	of	the	Company,	its	Subsidiaries	or	any	ERISA	Affiliate	exists	on	account	of
any	Plan	which	either	individually	or	in	the	aggregate,	could	reasonably	be	expected	to	result	in	a	Material	Adverse	Effect.		None	of	the
Company,	its	Subsidiaries	or	any	ERISA	Affiliate	has	any	liability	under	Section	4069	or	4212(c)	of	ERISA	which	either	individually	or	in
the	aggregate,	could	reasonably	be	expected	to	result	in	a	Material	Adverse	Effect.
(f)
There	are	no	actions,	suits	or	claims	pending	against	or	involving	a	Plan	(other	than	routine	claims	for	benefits)	or,	to
the	knowledge	any	Responsible	Officer	of	the	Company,	any	of	its	Subsidiaries	or	any	ERISA	Affiliate,	threatened	
in	writing
,	which	could
reasonably	be	expected	to	be	asserted	successfully	against	any	Plan	and,	if	so	asserted	successfully,	could	reasonably	be	expected	either
individually	or	in	the	aggregate	to	result	in	a	Material	Adverse	Effect.
(g)
Except	as	could	not,	either	individually	or	in	the	aggregate,	reasonably	be	expected	to	result	in	a	Material	Adverse
Effect:		each	Foreign	Pension	Plan	has	been	maintained	in	compliance	with	its	terms	and	with	the	requirements	of	any	and	all	applicable
laws,	statutes,	rules,	regulations	and	orders	and	has	been	maintained,	where	required,	in	good	standing	with	applicable	regulatory
authorities;	all	contributions	required	to	be	made	with	respect	to	a	Foreign	Pension	Plan	have	been	timely	made;	neither	the	Company	nor
any	of	its	Subsidiaries	has	incurred	any	obligation	in	connection	with	the	termination	of,	or	withdrawal	from,	any	Foreign	Pension	Plan;


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and	the	Foreign	Pension	Plan	is	funded	in	compliance	with	applicable	law.
8.11.
Security	Documents
.		(a)		The	provisions	of	the	U.S.	Security	Agreement	(when	executed	and	delivered	by	all	parties
thereto)	are	effective	to	create	in	favor	of	the	Collateral	Agent,	for	the	benefit	of	the	Secured	Creditors,	a	legal,	valid	and	enforceable
security	interest	in	all	right,	title	and	interest	of	the	U.S.	Credit	Parties	in	all	of	the	Security	Agreement	Collateral	described	therein,	and
when	proper	UCC	financing	statements	have	been	filed	in	the	appropriate	filing	offices	against	each	U.S.	Credit	Party	and/or	the
Collateral	Agent	has	obtained	“control”	(within	the	meaning	of	the	UCC)	of	the	Core	Deposit	Accounts	and	DB	Accounts	thereunder,	the
Collateral	Agent,	for	the	benefit	of	the	Secured	Creditors,	shall	have	a	perfected	security	interest	in	all	right,	title	and	interest	in	all	of	the
Security	Agreement	Collateral	described	therein	of	such	U.S.	Credit	Party	to	the	extent	such	security	interest	can	be	perfected	by	filing	a
UCC	financing	statement	under	the	UCC	or,	with	respect	to	the	Core	Deposit	Accounts	or	DB	Accounts,	by	the	Collateral	Agent	having
“control”,	subject	to	no	other	Liens	other	than	Permitted	Liens	(it	being	understood	that	the	Permitted	Liens	described	in	Section	10.01(s)
are	subject	to	the	terms	of	the	Intercreditor	Agreement	at	any	time	that	Permitted	Additional	Secured	Indebtedness	is	outstanding).
134


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(b)
The	Dutch	Security	Agreements	and	each	other	Security	Document	governed	by	Dutch	law	(when	executed	and
delivered	by	all	parties	thereto)	are	effective	to	create	in	favor	of	the	Collateral	Agent	for	the	benefit	of	the	Secured	Creditors,	a	legal,
valid	and	enforceable	security	interest	in	all	right,	title	and	interest	of	the	Dutch	Credit	Parties	in	all	of	the	Collateral	described	therein,
and	when	proper	filings	have	been	made	in	the	appropriate	filing	offices	against	each	Dutch	Credit	Party,	the	Collateral	Agent,	for	the
benefit	of	the	Secured	Creditors,	will	have	a	perfected	security	interest	in	all	right,	title	and	interest	in	all	of	the	Collateral	described
therein	of	such	Dutch	Credit	Party,	to	the	extent	such	security	interest	can	be	perfected	by	making	such	filings	under	Dutch	law,	subject
to	no	other	Liens	other	than	Permitted	Liens	(it	being	understood	that	the	Permitted	Liens	described	in	Section	10.01(s)	are	subject	to	the
terms	of	the	Intercreditor	Agreement	at	any	time	that	Permitted	Additional	Secured	Indebtedness	is	outstanding).
8.12.
Properties
.		Each	of	the	Company	and	each	of	its	Subsidiaries	has	good	title	to	all	material	properties	(and
to	all	land,	buildings,	fixtures	and	improvements	located	thereon)	owned	by	it,	including	valid	and	marketable	fee	simple	title	to	any
Eligible	Real	Property	(except	as	sold	or	otherwise	disposed	of	in	the	ordinary	course	of	business	as	permitted	by	the	terms	of	this
Agreement	or	such	defects	in	title	as	could	not,	either	individually	or	in	the	aggregate,	reasonably	be	expected	to	have	a	material	adverse


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effect	on	the	conduct	of	the	business	of	the	Company	and	its	Subsidiaries	(taken	as	a	whole)),	free	and	clear	of	all	Liens,	other	than
Permitted	Liens.		Each	of	the	Company	and	each	of	its	Subsidiaries	have	a	valid	leasehold	interest	in	the	material	properties	leased	by	it
free	and	clear	of	all	Liens	other	than	Permitted	Liens,	and	except	for	such	defects	in	title	as	could	not,	either	individually	or	in	the
aggregate,	reasonably	be	expected	to	have	a	material	adverse	effect	on	the	use	or	operation	of	any	such	material	property.
(c)
The	UK	Security	Agreement	and	each	other	Security	Document	governed	by	English	law	(when	executed	and	delivered
by	all	parties	thereto)	are	effective	to	create	
in	favor	of	the	Collateral	Agent	
for	the	benefit	of	the	Secured	Creditors,	a	legal,	valid	and
enforceable	security	interest	in	all	right,	title	and	interest	of	the	UK	Credit	Parties	in	all	of	the	Collateral	described	therein,	and	when
proper	filings	have	been	made	in	the	appropriate	filing	offices	against	each	UK	Credit	Party,	the	Collateral	Agent,	for	the	benefit	of	the
Secured	Creditors,	will	have	a	perfected	security	interest	in	all	right,	title	and	interest	in	all	of	the	Collateral	described	therein	of	such	UK
Credit	Party,	to	the	extent	such	security	interest	can	be	perfected	by	making	such	filings	under	English	law,	subject	to	no	other	Liens
other	than	Permitted	Liens	(it	being	understood	that	the	Permitted	Liens	described	in	Section	10.01(s)	are	subject	to	the	terms	of	the
Intercreditor	Agreement	at	any	time	that	Permitted	Additional	Secured	Indebtedness	is	outstanding).
8.12.
[Reserved].
8.13.
[Reserved]
.


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[Reserved].
8.13.
[Reserved]
.		
8.14.
Subsidiaries
.		On	and	as	of	the	Effective	Date,	the	Company	has	no	Subsidiaries	other	than	those	Subsidiaries	listed
on	Schedule	8.14	to	the	Disclosure	Letter
.		Schedule	8.14	to	the	Disclosure	Letter	sets	forth,	as	of	the	Effective	Date,	(i)	the	percentage
ownership	(direct	and	indirect)	of	the	Company	in	each	class	of	capital	stock	or	other	Equity	Interests	of	each	of	its	Subsidiaries	and	also
identifies	the	direct	owner	thereof,	(ii)	which	Subsidiaries	are	Credit	Parties	(including	whether	they	are	U.S.	Borrowers,	Dutch
Borrowers,	
UK	Borrowers,
	
U.S.	Subsidiary	Guarantors
,	UK	Guarantors
	
or	Dutch	Guarantors)	and	(iii)	which	Subsidiaries	are	Immaterial
Subsidiaries.
		All	outstanding	Equity	Interests	of	each	Subsidiary	of	the	Company	(i)	have	been	duly	and	validly	issued,	(ii)	in	the	case	of
any	corporation,	are	fully	paid	and	non-assessable	and	(iii)	have	been	issued	free	of	preemptive	rights.		No	Wholly-Owned	Subsidiary	of
the	Company	has	outstanding	any	securities	convertible	into	or	exchangeable	for	such	Wholly-Owned	Subsidiary’s	Equity	Interests	or
outstanding	any	right	to	subscribe	for	or	to	purchase,	or	any	options	or	warrants	for	the	purchase	of,	or	any	agreement	providing	for	the
issuance	(contingent	or
135


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otherwise)	of	or	any	calls,	commitments	or	claims	of	any	character	relating	to,	such	Wholly-Owned	Subsidiary’s	Equity	Interests	or	any
stock	appreciation	or	similar	rights.
8.15.
Compliance	with	Statutes,	etc
.		
Each	of	the
The
	
Company	and	each	of	its	Subsidiaries	is	in	compliance	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	Environmental	Laws)
,	except	such	non-compliances	as	could	not,
either	individually	or	in	the	aggregate,	reasonably	be	expected	to	have	a	Material	Adverse	Effect.
8.16.
Investment	Company	Act
.		Neither	the	Company	nor	any	of	its	Subsidiaries	is	an	“investment	company”	or	a
company	“controlled”	by	an	“investment	company,”	within	the	meaning	of	the	Investment	Company	Act	of	1940,	as	amended.
8.17.
Environmental	Matters
.		
(a)		
Except	as	could	not	reasonably	be	expected	to	have,	either	individually	or	in	the
aggregate,	a	Material	Adverse	Effect:		
(
i
a
)
	each	of
the	Company	and	each	of	its	Subsidiaries	
is
are
	
in	compliance	with	all	applicable	Environmental	Laws	and
has
have
	
obtained	and	
is
are
	
in	compliance	with	the	terms	of	any	permits	required	
to	be	obtained	by	any	of	them
	
under	such	Environmental
Laws;
(
ii
b
)
there	are	no	Environmental	Claims	pending	or,	to	the	knowledge	of	any	Responsible	Officer	of	the	Company,
threatened	in	writing,	against	the	Company	or	any	of	its	Subsidiaries;


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(
iii
c
)
no	Lien,	other	than	a	Permitted	Lien,	has	been	recorded	or,	to	the	knowledge	of	any	Responsible	Officer	of	the
Company,	threatened	in	writing	under	any	Environmental	Law	with	respect	to	any	Real	Property	owned,	leased	or	operated	by	the
Company	or	any	of	its	Subsidiary	(including	any	such	claim	arising	out	of	the	ownership,	lease	or	operation	by	the	Company	or	any	of	its
Subsidiaries	of	any	Real	Property	formerly	owned,	leased	or	operated	by	the	Company	or	any	of	its	Subsidiaries	but	no	longer	owned,
leased	or	operated	by	the	Company	or	any	of	its	Subsidiaries);
(
iv
d
)
except	as	disclosed	in	the	Company’s	filings	with	the	SEC	prior	to	the	Effective	Date	regarding	the	Company’s
Fremont	facility,	neither	the	Company	nor	any	of	its	Subsidiaries	has	agreed	to	assume	or	accept	responsibility	for	any	existing	liability	of
any	other	Person	under	any	Environmental	Law;	and
(
v
e
)
except	as	disclosed	in	the	Company’s	filings	with	the	SEC	prior	to	the	Effective	Date	regarding	the	Company’s
Fremont	facility,	there	are	no	facts,	circumstances,	conditions	or	occurrences	with	respect	to	the	past	or	present	business,	operations,
properties	or	facilities	of	the	Company	or	any	of	its	Subsidiaries,	or	any	of	their	respective	predecessors,	that	could	reasonably	be
expected	to	give	rise	to	any	Environmental	Claim	against	or	any	liability	for	the	Company	or	any	of	its	Subsidiaries	under	any
Environmental	Law.
(b)
Neither	the	Company	nor	any	of	its	Subsidiaries	has	received	any	letter	or	request	for	information


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under	Section	104(e)	of	the	Comprehensive	Environmental	Response,	Compensation,	and	Liability	Act	(42	U.S.C.	§	9601,	et	seq.)	or
any	comparable	state	law	with	regard	to	any	matter	that	could	reasonably	be	expected,	either	individually	or	in	the	aggregate,	to
result	in	a	Material	Adverse	Effect.
(c)
Neither	the	Company	nor	any	of	its	Subsidiaries	has	been	issued	or	been	required	to	obtain	a	permit	for
the	treatment,	storage	or	disposal	of	hazardous	waste	for	any	of	its	facilities	pursuant	to	the	federal	Resource	Conservation	and
Recovery	Act,	42	U.S.C.	§	6901,	et.	seq.
136


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(“RCRA”),	or	any	equivalent	state	law,	nor	are	any	such	facilities	regulated	as	“interim	status”	facilities	required	to	undergo	corrective
action	pursuant	to	RCRA	or	any	state	equivalent,	except,	in	each	case,	for	such	matters	that	could	not	reasonably	be	expected,	either
individually	or	in	the	aggregate,	to	result	in	a	Material	Adverse	Effect.
8.18.
Employment	and	Labor	Relations
.		Neither	the	Company	nor	any	of	its	Subsidiaries	is	
engaged	in	any	unfair	labor
practice	that	could
a	party	to	any	collective	bargaining	agreement	or	other	labor	contract	applicable	to	the	Company’s	or	any	of	its
Subsidiaries’	employees	other	than	in	jurisdictions	where	regulations	mandate	employee	participation	in	industrial	collective	bargaining
agreements	and	works	councils	with	certain	consultation	rights	with	respect	to	the	relevant	entity’s	operations.		As	of	the	First
Amendment	Effective	Date,	except	as	could	not
	
reasonably	be	expected,	
either	
individually	or	in	the	aggregate,	to	have	a	Material	Adverse
Effect
.		There	is
	(i)	
there	are
	
no	
unfair	labor	practice	complaint	pending	against	the	Company	or	any	of	its	Subsidiaries	or,	to	the
knowledge	of	any	Responsible	Officer	of	the	Company,	threatened	in	writing	against	any	of	them,	before	the	National	Labor	Relations
Board	or	other	Governmental	Authority,	and	no	grievance	or	arbitration	or	other	proceeding	arising	out	of	or	under	any	collective
bargaining	agreement	or	any	other	similar	collective	agreements	with	any	type	of	employees’	representative	is	so	pending	against	the


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Company	or	any	of	its	Subsidiaries	or,	to	the	knowledge	of	any	Responsible	Officer	of	the	Company,	threatened	in	writing	against	any	of
them,	(ii)	no	strike,	labor	dispute,	slowdown,
strikes,	slowdowns,
	
lock-out
s
,	work	stoppage
s
	or	other	
labor
	
dispute
s
	
existing,	
pending	or,	to
the	knowledge	of	any	Responsible	Officer	of	the	Company,	threatened	in	writing	against	the	Company	or	any	of	its	Subsidiaries,	(ii
i
)	
no
trade	union,	council	of	trade	unions	or	other	employees’	representative	or	employee	bargaining	agency	that	has	applied	or,	to	the
knowledge	of	any	Responsible	Officer	of	the	Company,	threatened	in	writing	to	apply	to	be	certified	as	the	bargaining	agent	of	any
employees	of	the	Company	or	any	of	its	Subsidiaries	and	no	existing	or,	to	the	knowledge	of	any	Responsible	Officer	of	the	Company,
threatened	in	writing	union	organizing	activity	taking	place	with	respect	to	any	of	the	employees	of	the	Company	or	any	of	its	Subsidiaries
in	the	last	three	years,	(iv)	no	legal	actions,	lawsuits,	arbitrations,	administrative	or	other	proceedings,	charges,	complaints,
investigations,	inspections,	audits	or	notices	of	violations	or	possible	violations	pending	or,	to	the	knowledge	of	any	Responsible	Officer	of
the	Company,	threatened	in	writing	against	the	Company	or	any	of	its	Subsidiaries	by	or	on	behalf	of,	or	otherwise	involving,	any	current
or	former	employee,	any	person	alleging	to	be	a	current	or	former	employee,	any	applicant	for	employment,	or	any	class	of	the	foregoing,


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or	any	Governmental	Authority,	that	involve	the	labor	or	employment	relations	and	practices	of	the	Company	or	any	of	its	Subsidiaries,
including	but	not	limited	to	claims	of	employment	discrimination,	and	(v)	no	violation	of	
since	January	1,	2017,	
the	Company	and	its
Subsidiaries	have	been	in	compliance	with
	
the	US	federal	Fair	Labor	Standards	Act	of	1938,	as	amended,	or	any	other	applicable	laws,
regulations	or	legal	requirements	dealing	with	wage	and	hour	matters	with	respect	to	the	Company	or	any	of	its	Subsidiaries,	
except	(with
respect	to	any	matter	specified	in	clauses	(i)	–	(v)	above
,	either	individually	or	in	the	aggregate
)	such	as	
could	not	reasonably	be	expected
to	have	a	Material	Adverse	Effect
.		Any
and	(iii)	any
	
individual	who	performs	services	for	the	Company	or	any	of	its	Subsidiaries	
(other	than
through	a	contract	with	an	organization	other	than	such	individual)	and	
who	is	not	treated	as	an	employee	of	the	Company	or	such
Subsidiary	for	any	purpose,	including	income	tax,	withholding	and	remittances	purposes,	has	been	properly	classified	as	
an	independent
a
non-employee
	
contractor
	and	if	such	characterization	is	incorrect	it	could	not,	individually	or	in	the	aggregate,	reasonably	be	expected	to
result	in	a	Material	Adverse	Effect
.
8.19.
Intellectual	Property,	etc
.		Each	of	the	Company	and	each	of	its	Subsidiaries	owns	or	has	the	right	to	use	all	the
patents,	trademarks,	permits,	domain	names,	service	marks,	trade	names,	copyrights,	licenses,	franchises,	inventions,	trade	secrets,


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proprietary	information	and	know-how	of	any	type,	whether	or	not	written	(including,	but	not	limited	to,	rights	in	computer	programs	and
databases)	and	formulas,	or	rights	with	respect	to	the	foregoing,	and	has	obtained	assignments	of	all	leases,	licenses	and	other	rights	of
whatever	nature,	used	in	the	present	conduct	of	its	business,	without	any	known
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conflict	with	the	rights	of	others	which,	
or
except	where
	
the	failure	to	own	or	
have	which
,	as	the	case	may	be,	
could
obtain	or	such	conflicts
could	not
	
reasonably	be	expected,	either	individually	or	in	the	aggregate,	to	have	a	Material	Adverse	Effect.
8.20.
Indebtedness
.		
Schedule	8.20	to	the	Disclosure	Letter	
sets	forth	a	list	of	all	
Indebtedness	(including
Contingent	Obligations)	of	the	Company	and	its	Subsidiaries	as	of	the	Effective	Date	
and	which	is	to	remain	outstanding	after	giving	effect
to	the	Transaction	(excluding	(i)	the	Obligations,	(ii)	the	Existing	Convertible	Notes	and	(iii)	any	existing	intercompany	Indebtedness
among	the	Company	and	its	Subsidiaries)	
(all	such	non-excluded	Indebtedness	(other	than	such	intercompany	Indebtedness),	“
Existing
Indebtedness
”),	in	each	case	showing	the	aggregate	principal	amount	thereof	and	the	name	of	the	respective	borrower	and	any	Credit
Party	or	any	of	its	Subsidiaries	which	directly	or	indirectly	guarantees	such	debt.
8.20.
[Reserved].
8.21.
Insurance
.		Schedule	8.21	to	the	Disclosure	Letter	sets	forth	a	listing	of	all	insurance	maintained	by	
the	Company
and	its	Subsidiaries
	
as	of	the	Effective	Date,	with	the	amounts	insured	(and	any	deductibles)	set	forth	therein.
[Reserved].		
8.22.
Borrowing	Base	Calculation
.		The	calculation	by	the	Company	of	
each
the
	Borrowing	Base	in	any	Borrowing	Base
Certificate	delivered	hereunder	is	complete	and	accurate.
8.23.
Anti-Corruption	Laws	and	Sanctions


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8.23.
Anti-Corruption	Laws	and	Sanctions
.		The	Company	has	implemented	and	maintains	in	effect	policies	and
procedures	designed	to	ensure	compliance	by	the	Company,	its	Subsidiaries	and	their	respective	directors,	officers,	employees	and	agents
with	Anti-Corruption	Laws	and	applicable	Sanctions,	and	the	Company,	its	Subsidiaries	and	their	respective	officers	and	employees,	and	to
the	knowledge	of	the	Company	its	directors	and	agents,	are	in	compliance	with	Anti-Corruption	Laws	and	applicable	Sanctions	in	all
material	respects	and	are	not	knowingly	engaged	in	any	activity	that	would	reasonably	be	expected	to	result	in	any	Borrower	being
designated	as	a	Sanctioned	Person.		None	of	(i)	the	Company	or	its	Subsidiaries,	nor	any	of	their	respective	directors,	officers	or
employees,	or	(ii)	to	the	knowledge	of	the	Company,	any	agent	of	the	Company	or	any	Subsidiary	that	will	act	in	any	capacity	in
connection	with	or	benefit	from	the	credit	facility	established	hereby,	is	a	Sanctioned	Person.		No	use	of	proceeds	or	other	transaction
contemplated	by	this	Agreement	will	violate	Anti-Corruption	Laws	or	applicable	Sanctions.
8.24.
No	Default
.		No	Credit	Party	is	in	default	under	or	with	respect	to	any	of	its	contractual	obligations	in	any	respect
that	could	reasonably	be	expected	to	have	a	Material	Adverse	Effect
.		No	Default	or	Event	of	Default	has	occurred	and	is	continuing.
8.25.
Fiscal	Unity
.	No	Dutch	Credit	Party	is	a	member	of	a	fiscal	unity	(
fiscal	eenheid
)	other	than	(a)	a	fiscal	unity	among


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)	other	than	(a)	a	fiscal	unity	among
the	Dutch	Credit	Parties	only	or	(b)	so	long	as	the	Tax	Sharing	Agreement	remains	in	full	force	and	effect,	a	fiscal	unity	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.
SECTION	9.
Affirmative	Covenants
.		Each	of	the	Company	and	each	other	Borrower	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	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
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Unpaid	Drawings	(in	each	case	together	with	interest	thereon),	Fees	and	all	other	Obligations	(other	than	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:
9.01.
Information	Covenants
.		The	Company	will	furnish	to	the	Administrative	Agent	for	delivery	to	each	Lender:
(a)
Quarterly	Financial	Statements
.		Within	45	days	after	the	close	of	each	of	the	first	three	fiscal	quarters	in	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
quarter	and	the	related	consolidated	statements	of	income	and	statement	of	cash	flows	for	such	fiscal	quarter	and	for	the	elapsed	portion
of	the	fiscal	year	ended	with	the	last	day	of	such	fiscal	quarter,	in	each	case	setting	forth	comparative	figures	for	the	corresponding	fiscal
quarter	in	the	prior	fiscal	year,	all	of	which	shall	be	certified	by	an	Authorized	Officer	of	the	Company	that	they	fairly	present	in	all
material	respects	in	accordance	with	GAAP	the	financial	condition	of	the	Company	and	its	Consolidated	Subsidiaries	as	of	the	dates
indicated	and	the	results	of	their	operations	for	the	periods	indicated,	subject	to	normal	year-end	audit	adjustments	and	the	absence	of
footnotes	and	(ii)	management’s	discussion	and	analysis	meeting	the	requirements	of	Item	303	of	Regulation	S-K	under	the	Securities	Act


