Revolving Credit Agreement Form 8 K

	RAYONIER A.M. PRODUCTS INC., as Lead Borrower
	By:	/s/ Michael H. Walsh

		Name:	Michael H. Walsh
		Title:	Vice President and Treasurer

	RAYONIER ADVANCED MATERIALS INC., as Holdings
	By:	/s/ Michael H. Walsh

		Name:	Michael H. Walsh
		Title:	Treasurer and Vice President,
			Investor Relations

	RAYONIER A.M. CHINA LIMITED,
	RAYONIER A.M. FAR EAST LTD.,
	RAYONIER A.M. FINANCE LLC,
	RAYONIER A.M. INVESTMENTS USA II INC.,
	RAYONIER A.M. PAPERBOARD SALES INC.,
	RAYONIER A.M. PROPERTIES LLC,
	RAYONIER A.M. SALES AND TECHNOLOGY LLC,
	RAYONIER ADVANCED MATERIALS INDUSTRIES LTD.,
	RAYONIER PERFORMANCE FIBERS, LLC, as Guarantors
	By:	/s/ Michael H. Walsh

		Name:	Michael H. Walsh
		Title:	Vice President and Treasurer

	SOUTHERN WOOD PIEDMONT COMPANY, as Guarantor
	By:	/s/ Richard Colby Slaughter

		Name:	Richard Colby Slaughter
		Title:	President

	RAYONIER A.M. CANADA G.P. / RAYONIER A.M. CANADA, SOCIÉTÉ EN NOM COLLECTIF, acting through its managing partner, RAYONIER A.M. CANADA INDUSTRIES INC. / INDUSTRIES RAYONIER A.M. CANADA INC., as Guarantor
	By:	/s/ Lynn Poirier

		Name:	Lynn Poirier
		Title:	Treasurer

	RAYONIER A.M. CANADA INDUSTRIES INC. / INDUSTRIES RAYONIER A.M. CANADA INC.,
	RAYONIER A.M. CONSTRUCTION COMPANY INC. / RAYONIER A.M. COMPAGNIE DE CONSTRUCTION INC.,
	RYAM CANADA HOLDINGS ULC / GESTION RYAM CANADA SRI, as Guarantors
	By:	/s/ Lynn Poirier

	Name:	Lynn Poirier
	Title:	Treasurer

	BANK OF AMERICA, N.A., as Agent
	By:	/s/ Jenifer L. Medzi

	Name:	Jenifer L. Medzi
	Title:	Senior Vice President

	BANK OF AMERICA, N.A., as a 2024 Revolving Credit Lender, a 2024 Issuing Bank and the Swing Line Lender
	By:	/s/ Jenifer L. Medzi

	Name:	Jenifer L. Medzi
	Title:	Senior Vice President

	PNC Bank, National Association, as a 2024 Revolving Credit Lender and 2024 Issuing Bank
	By:	/s/ Bianca S. Musiyenko

		Name:	Bianca S. Musiyenko
		Title:	Vice President

	CoBank, ACB, as a 2024 Revolving Credit Lender and 2024 Issuing Bank
	By:	/s/ Robert Prickett

	Name:	Robert Prickett
	Title:	Vice President

	Regions Bank, as a 2024 Revolving Credit Lender
	By:	/s/ Will DeCamps

	Name:	Will DeCamps
	Title:	Vice President

U.S. $200,000,000175,000,000

REVOLVING CREDIT AGREEMENT

Dated as of December 10, 2020

as amended by Amendment No. 1, dated as of January 17, 2023 and,

as amended by Amendment No. 2, dated as of July 20, 2023 and

as amended by Amendment No. 3, dated as of November 7, 2024

among

RAYONIER ADVANCED MATERIALS INC.,

as Holdings,

RAYONIER A.M. PRODUCTS INC.,

as Lead Borrower,

THE OTHER SUBSIDIARIES OF HOLDINGS NAMED HEREIN,

as Designated Borrowers,

THE GUARANTORS NAMED HEREIN,

THE BANKS AND FINANCIAL INSTITUTIONS NAMED HEREIN,

as Lenders,

THE BANKS NAMED HEREIN

as Issuing Banks,

BOFA SECURITIES, INC.,

COBANK, ACB,

PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers and Joint Bookrunners for the Revolving Credit Commitments incurred on the

Closing Date,

BOFA SECURITIES, INC. and

PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers and Joint Bookrunners for the 2024 Revolving Credit Commitments incurred on the Amendment No. 3 Effective Date,

and

REGIONS BANK

as Syndication Agent for the 2024 Revolving Credit Commitments incurred on the Amendment No. 3 Effective Date

and

BANK OF AMERICA, N.A.,

as Agent

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REVOLVING CREDIT AGREEMENT, dated as of December 10, 2020 (as amended by Amendment No. 1 to Revolving Credit Agreement, dated as of January 17, 2023, and Amendment No. 2 to Revolving Credit Agreement, dated as of July 20, 2023, and Amendment No. 3 to Revolving Credit Agreement, dated as of November 7, 2024, and as further amended, restated, amended and restated, modified or supplemented from time to time, this "Agreement"), among Rayonier Advanced Materials Inc., a Delaware corporation ("Holdings"), Rayonier A.M. Products Inc., a Delaware corporation (the "Lead Borrower"), certain of Holdings' direct or indirect wholly owned domestic subsidiaries from time to time party hereto, as borrowers (the "Designated Borrowers" and together with Lead Borrower, the "Borrowers" and each, individually, a "Borrower"), the other Loan Parties (with such term and each other capitalized term used but not defined in this preamble having the meaning assigned thereto in Article I) from time to time party hereto, the Lenders from time to time party hereto, the Issuing Banks and Bank of America, N.A. ("Bank of America"), as administrative agent and collateral agent (together with any permitted successor in such capacity, the "Agent") for the Lenders and the Issuing Banks hereunder.

RECITALS:

WHEREAS, on the Closing Date, the Borrowers and the Guarantors agreed to secure all of the Obligations by granting to Agent, for the benefit of the Secured Parties, a security interest in the Collateral;

WHEREAS, on the Closing Date, the Lenders and Issuing Banks agreed to make certain loans and other extensions of credit to the Borrowers upon the terms and conditions set forth herein; and

WHEREAS, all annexes, schedules, exhibits and other attachments (collectively, "Appendices") to this Agreement are incorporated herein by reference, and taken together with this Agreement, shall constitute but a single agreement. These Recitals shall be construed as part of this Agreement.; and

WHEREAS, as of the Amendment No. 3 Effective Date (a) the Aggregate Commitments are reduced to $175,000,000, (b) the Lenders and their respective Revolving Credit Commitments and Issuing Commitments are those set forth on Schedule 1.01A, as replaced in its entirety in Amendment No. 3, and (c) any Person that was a Lender prior to the Amendment No. 3 Effective Date that is not listed on Schedule 1.01A shall no longer have any rights or obligations as a Lender hereunder.

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the parties hereto agree as follows

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"2024 Notes" means Lead Borrower's 5.50% Senior Notes due 2024 issued on May 22, 2014 in an initial aggregate principal amount of $550,000,000.

"2024 Notes Indenture" means the Indenture, dated as of May 22, 2014, among Lead Borrower, each of the guarantors party thereto and Wells Fargo Bank, National Association, as trustee.

"2024 Revolving Credit Commitment" has the meaning assigned to such term in Amendment No. 3.

"2024 Revolving Credit Lender" has the meaning assigned to such term in Amendment No. 3.

"2024 Revolving Credit Advances" has the meaning assigned to such term in Amendment No. 3.

"2024 Issuing Bank" has the meaning assigned to such term in Amendment No. 3.

"2026 Notes" means Lead Borrower's Senior Secured Notes due 2026 to be issued on the Closing Date in an initial aggregate principal amount of up to $500,000,000.

"2026 Notes Indenture" means the Indenture to be dated as of the Closing Date among Lead Borrower, each of the guarantors party thereto and the Notes Collateral Agent.

"ABL Intercreditor Agreement" means (i) prior to the Amendment No. 3 Effective Date, the intercreditor agreement, to be dated as of the Closing DateDecember 23, 2020, among Agent, the Notes Collateral Agent and the Loan Parties, substantially in the form of Exhibit Fas the same may be amended, restated, supplemented or otherwise modified from time to time, and (ii) on and after the Amendment No. 3 Effective Date, (A) the intercreditor agreement, to be dated as of the Amendment No. 3 Effective Date, among Agent, the Term Loan Agent, and the Loan Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time, or (B) any other intercreditor agreement among the Agent, the Notes CollateralTerm Loan Agent and the Loan Parties on terms that are not less favorable in any material respect to the Secured Parties than those contained in the form attached as Exhibit F.

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"ABL Priority Collateral" has the meaning specified in the ABL Intercreditor Agreement.

"Account" has the meaning specified in the UCC or PPSA, as applicable, and also means a right to payment of a monetary obligation, whether or not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, or (b) for services rendered or to be rendered.

"Account Debtor" means any Person who is obligated on an Account, chattel paper or a general intangible.

"ACH" means automated clearing house transfers.

"Acquired Indebtedness" means, with respect to any specified Person: (1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. Acquired Indebtedness will be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of such assets.

"Acquisition" means, with respect to any Person, (a) the acquisition by such Person of the Capital Stock of any other Person resulting in such other Person becoming a Subsidiary of such Person, (b) the acquisition by such Person of all or substantially all of the assets of any other Person or of a division or business line of such Person, or (c) any merger, amalgamation or consolidation of such Person or a Subsidiary of such Person with any other Person so long as the surviving or continuing entity of such merger, amalgamation or consolidation is such Person or a Subsidiary of such Person.

"Additional Refinancing Amount" means, in connection with the Incurrence of any Refinancing Indebtedness, the aggregate principal amount of additional Indebtedness, Disqualified Capital Stock or Preferred Stock Incurred to pay accrued and unpaid interest, premiums (including tender premiums), expenses, defeasance costs and fees in respect thereof.

"Adjustment Date" means the first day of the calendar quarter starting July 1, 2021 and the first day of each subsequent calendar quarter.

"Administrative Questionnaire" means an Administrative Questionnaire in substantially the form of Exhibit E or any other form approved by the Agent.

"Advance" or "Loan" means an extension of credit by a Lender to a Borrower under Article II in the form of a Revolving Credit Advance or a Swing Line Advance.

"Affected Financial Institution" means (a) any EEA Financial Institution, or (b) any UK Financial Institution.

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"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person.

"Affiliate Transaction" has the meaning specified in Section 7.02(e).

"Agent" has the meaning specified in the preamble to this Agreement.

"Agent's Office" means, with respect to any currency, the Agent's address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account with as the Agent may from time to time notify to Lead Borrower and the Lenders.

"Aggregate Commitments" means the sum of the Commitments of all the Lenders. As of the Amendment No. 3 Effective Date, the Aggregate Commitments are $200,000,000175,000,000.

"Allocable Amount" has the meaning specified in Section 3.07(b).

"Alternative Currency" means Canadian Dollars and any other currencies requested by the Borrowers and approved by each of the Lenders and the Issuing Banks.

"Alternative Currency Equivalent" means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the applicable Issuing Bank at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

"Amendment No. 1" means Amendment No. 1 to Revolving Credit Agreement, dated as of January 17, 2023, by and among the Lead Borrower, Holdings, the other Loan Parties party thereto, the Swing Line Lender, the other Lenders party thereto, the Issuing Banks party thereto and the Agent.

"Amendment No. 1 Effective Date" shall have the meaning assigned to such term in Amendment No. 1. The Amendment No. 1 Effective Date shall be January 17, 2023.

"Amendment No. 2" means Amendment No. 2 to Revolving Credit Agreement, dated as of July 20, 2023, by and among the Lead Borrower, Holdings, the other Loan Parties party thereto, the Swing Line Lender, the other Lenders party thereto, the Issuing Banks party thereto and the Agent.

"Amendment No. 2 Effective Date" shall have the meaning assigned to such term in Amendment No. 2. The Amendment No. 2 Effective Date shall be July 20, 2023.

"Amendment No. 3" means Amendment No. 3 to Revolving Credit Agreement, Amendment No. 1 to U.S. Security Agreement and Amendment No. 1 to Canadian Security Agreement, dated as of November 7, 2024, by and among the Lead Borrower, Holdings, the other Loan Parties party thereto, the Swing Line Lender, the other Lenders party thereto, the Issuing Banks party thereto and the Agent.

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"Amendment No. 3 Effective Date" shall have the meaning assigned to such term in Amendment No. 3. The Amendment No. 3 Effective Date shall be November 7, 2024.

"Appendices" has the meaning specified in the Recitals to this Agreement.

"Applicable Margin" means:

(a) From and after the Closing Date until the first Adjustment Date, the percentages set forth in Level II of the pricing grid below; and

(b) From and after the first Adjustment Date and on each Adjustment Date thereafter, the Applicable Margin shall be determined from the following pricing grid based upon the Average Daily Excess Availability as of the calendar quarter ended immediately preceding such Adjustment Date; provided, however, that if any Borrowing Base Certificates are at any time restated or otherwise revised (including as a result of an audit) or if the information set forth in any Borrowing Base Certificates otherwise proves to be false or incorrect such that the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand. Notwithstanding the foregoing, commencing with the Adjustment Date occurring on July 1, 2021 and for each Adjustment Date thereafter, each of the percentages set forth in the table below shall be reduced by 0.25% if Holdings' Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter preceding such Adjustment Date for which financial statements have been, or are required to have been, delivered is less than or equal to 5.00 to 1.00.

"Appraised Value" means the appraised orderly liquidation value, net of costs and expenses to be incurred in connection with any such liquidation, which value is expressed as a percentage of Cost of Eligible Inventory or Eligible FOB Inventory as set forth in the inventory stock ledger of the Borrowers, which value shall be determined from time to time by the most recent appraisal undertaken by an independent appraiser engaged by the Agent.

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"Appropriate Lender" means, at any time, (a) with respect to the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Revolving Credit Advance at such time, (b) with respect to the Letter of Credit Sublimit, (i) the Issuing Banks and (ii) if any Letters of Credit have been issued pursuant to Section 2.04(a), the Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Advances are outstanding pursuant to Section 2.03(a), the Lenders.

"Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

"Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent (if such acceptance is required by this Agreement), in substantially the form of Exhibit C.

"Assuming Lender" means any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person)) that is not an existing Lender and has agreed to provide any Additional Revolving Commitments or commitments in respect of FILO Term Loans pursuant to Section 2.06.

"Assumption Agreement" means an agreement, substantially in the form of Exhibit D, by which an Eligible Assignee agrees to become a Lender hereunder pursuant to Section 2.06(b), agreeing to be bound by all obligations of a Lender hereunder.

"Availability" means, as of any date of determination thereof by the Agent, the result, if a positive number, of:

(a) the Loan Cap, minus

(b) the Total Revolving Credit Outstandings.

"Availability Period" means the period from and including the Closing Date to the Termination Date.

"Availability Reserves" means, without duplication of any other Reserves or items to the extent such items are otherwise addressed or excluded through eligibility criteria or have been deducted in the calculation of Eligible Inventory, Eligible FOB Inventory, Eligible Accounts, Eligible Foreign Accounts, Eligible Credit Insurance-Backed Foreign Accounts and Eligible Letter of Credit-Backed Foreign Accounts, as applicable, as reported on the most recent Borrowing Base Certificate, such reserves as the Agent from time to time determines in its Permitted Discretion as being appropriate: (a) to reflect the impediments to the Agent's ability to realize upon the ABL Priority Collateral, (b) to reflect claims and liabilities that the Agent determines will need to be satisfied in connection with the realization upon the ABL Priority Collateral, (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect in any material respects any component of the Borrowing Base, or (d) to reflect that an Event of Default then exists. Without limiting the generality of the foregoing, Availability Reserves may include, in the Agent's Permitted Discretion (but are not limited to) reserves based on: (i) rent; (ii) reserves for fees payable to freight carriers, freight forwarders, customs brokers, shipping companies or other Persons in possession of Inventory, port and customs fees, and any fees, charges or amounts payable to any Person in connection with the transportation and delivery of Eligible FOB Inventory, including with respect to insurance deductibles and co-insurance arrangements; (iii) outstanding Taxes and other governmental charges, including, without limitation, ad valorem, real estate, personal property, sales, claims of the PBGC and other Taxes not otherwise in dispute which may have priority over the interests of the Agent in the ABL Priority Collateral; (iv) salaries, wages and benefits due to employees of any Loan Party; (v) reserves for reasonably anticipated changes in the Appraised Value of Eligible Inventory or Eligible FOB Inventory between appraisals; (vi) warehousemen's or bailee's charges and other Permitted Liens which may have priority over the interests of the Agent in the ABL Priority Collateral; (vii) Receivable Reserves; (viii) Credit Insurance Reserves; (ix) the Canadian Priority Payables Reserve; (x) the Canadian Wage Earner Protection Act Reserve and (xi) Bank Product Reserves.

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"Average Daily Excess Availability" means the average daily Availability for the immediately preceding Fiscal Quarter.

"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

"Bail-In Legislation" means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

"Bank of America" means Bank of America, N.A., including its Affiliates and branches.

"Bank Product Document" means any agreement or instrument providing for Bank Products.

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"Bank Product Reserves" means, as of any date of determination, those reserves that Agent from time to time determines in its Permitted Discretion as being necessary or appropriate to establish in respect of Bank Products and Secured Hedge Agreements then provided or outstanding.

"Bank Products" means any one or more of the following types of services or facilities extended to Holdings or any of its Subsidiaries by a Cash Management Bank: (a) any treasury or other cash management services, including (i) deposit account, (ii) automated clearing house (ACH) origination and other funds transfer, (iii) depository (including cash vault and check deposit), (iv) zero balance accounts and sweep, and other ACH Transactions, (v) return items processing, (vi) controlled disbursement, (vii) positive pay, (viii) lockbox, (ix) account reconciliation and information reporting, (x) payables outsourcing, (xi) payroll processing, and (xii) daylight overdraft facilities and (b) card services, including (i) credit card (including purchasing card and commercial card), (ii) prepaid card, including payroll, stored value and gift cards, (iii) merchant services processing, and (iv) debit card services.

"Bank Products Obligations" means any debts, liabilities and obligations as existing from time to time of Holdings or any of its Subsidiaries arising from or in connection with any Bank Products under any Bank Product Document.

"Base Rate" means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate," (c) Term SOFR for an Interest Period of one (1) month plus 1.00% and (d) 1.25%. The "prime rate" is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.09 hereof, then the Base Rate shall be the greater of clauses (a), (b) and (d) above and shall be determined without reference to clause (c) above.

"Base Rate Advance" or "Base Rate Loan" means an Advance which bears interest based on the Base Rate. All Base Rate Advances shall be denominated in Dollars.

"Beneficial Ownership Certification" means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.

"BIA" means the Bankruptcy and Insolvency Act (Canada).

"Blocked Account" has the meaning provided in Section 7.01(i)(ii).

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"Blocked Account Agreement" means with respect to a DDA established by a Loan Party, an agreement, in form and substance reasonably satisfactory to the Agent, establishing control (as defined in the UCC or the PPSA if applicable) of such account by the Agent and whereby the bank maintaining such account agrees, upon the occurrence and during the continuance of a Cash Dominion Period, to comply only with the instructions originated by the Agent without the further consent of any Loan Party.

"Blocked Account Bank" means each bank with whom deposit accounts are maintained in which any funds of any of the Loan Parties from one or more DDAs are concentrated and with whom a Blocked Account Agreement has been, or is required to be, executed in accordance with the terms hereof.

"Board of Directors" means, as to any Person, the board of directors or managers, as applicable, of such Person or any direct or indirect parent of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof.

"Borrower" and "Borrowers" has the meaning set forth in the preamble to this Agreement.

"Borrowing" means a Revolving Credit Borrowing or a Swing Line Borrowing, as the context may require.

"Borrowing Base" means, at any time of calculation, an amount equal to:

(a) 8585.0% of the face amount of Eligible Accounts; plus

(b) 8585.0% of the face amount of Eligible Letter-of-Credit Backed Foreign Accounts; plus

(c) 9090.0% of the face amount of Eligible Credit Insurance-Backed Foreign Accounts; plus

(d) 8585.0% of the face amount of Eligible Foreign Accounts; provided that the aggregate amount of Eligible Foreign Accounts included in the Borrowing Base pursuant to this clause (d) (i.e., giving effect to such 8585.0% advance rate) shall not exceed 1520.0% of the Loan Cap at the time of calculation (determined after giving effect to such inclusion); provided, further, that the aggregate amount of Eligible Foreign Accounts included in the Borrowing Base as of any date of determination, taken together with the aggregate amount of Eligible FOB Inventory included in the Borrowing Base pursuant to clause (f) below, shall not contribute Availability under the Borrowing Base in excess of 15.020.0% of the Aggregate Commitments; plus

(e) 85.0% of the face amount of Accounts that satisfy all of the criteria of "Eligible Accounts" except clause (f) thereof, to the extent not otherwise included in the Borrowing Base pursuant to clause (b), (c), or (d) above; provided that the aggregate amount of such Accounts included in the Borrowing Base pursuant to this clause (e) (i.e., giving effect to such 85.0% advance rate) shall not exceed $10,000,000 at the time of calculation (determined after giving effect to such inclusion); plus

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(ef) the lesser of (i) the product of 7070.0% multiplied by the Cost of Eligible Inventory, and (ii) the product of 8585.0% multiplied by the Appraised Value of such Eligible Inventory; plus

(fg) the lesser of (i) the product of 7070.0% multiplied by the Cost of Eligible FOB Inventory, and (ii) the product of 8585.0% multiplied by the Appraised Value of such Eligible FOB Inventory; provided that the aggregate amount of Eligible FOB Inventory included in the Borrowing Base as of any date of determination, taken together with the aggregate amount of Eligible Foreign Accounts included in the Borrowing Base pursuant to clause (d) above, shall not contribute Availability under the Borrowing Base in excess of 15.020.0% of the Aggregate Commitments; minus

(ge) the then applicable amount of all Reserves.

The Borrowing Base shall at any time be determined by reference to the most recent Borrowing Base Certificate delivered to the Agent pursuant to Section 7.04(i).

"Borrowing Base Certificate" means a certificate substantially in the form agreed between the Agent and the Lead Borrower on or prior to the Closing Date (with such changes therein as may be required by the Agent to reflect the components of and Reserves against the Borrowing Base as provided for hereunder from time to time), executed and certified as accurate and complete by a Responsible Officer of the Lead Borrower, as such form, subject to the terms hereof, may from time to time be modified as agreed by Lead Borrower and the Agent, which shall include appropriate exhibits, schedules, supporting documentation, and additional reports as reasonably requested by the Agent in writing reasonably in advance of the deadline for delivery of such certificate.

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the jurisdiction where the Agent's Office is located.

"Canadian Collateral" means the Collateral owned by (or, in the event such Collateral has been foreclosed upon, immediately prior to such foreclosure that was owned by) a Canadian Guarantor.

"Canadian Defined Benefit Plan" means a Canadian Pension Plan which contains a "defined benefit provision" as defined in subsection 147.1(1) of the ITA.

"Canadian Dollars," and the sign "CND$" each means lawful money of Canada.

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"Canadian Dominion Account" means a special concentration account established by a Canadian Guarantor at an Affiliate or branch of the Agent in Canada, over which the Agent has exclusive control for withdrawal purposes pursuant to the terms and provisions of this Agreement and the other Loan Documents.

"Canadian Financing" means the obligations (and commitments to incur obligations) outstanding from time to time under (A) the Offre de prêt (Loan Offer) (File D129013) entered into on March 9, 2012, between Investissement Québec, Tembec, Tembec Industries Inc. and Tembec Énergie SEC., as amended, amended and restated, supplemented or otherwise modified from time to time prior to the Effective Date; (B) the Amended and Restated Credit Agreement, dated as of September 19, 2013, among Tembec, Tembec Entergy LP and Integrated Private Debt Fund III LP, as administrative agent, as amended, amended and restated, supplemented or otherwise modified from time to time prior to the Effective Date; and (C) any Refinancing Indebtedness in respect of any of the foregoing.

"Canadian Guarantor" means each Guarantor that is incorporated or otherwise organized under the laws of Canada or any province or territory thereof.

"Canadian Guaranty" means the guarantee of the Obligations of each Loan Party hereunder by the Canadian Guarantors in Article III hereunder or in a supplemental guarantee in accordance with Section 7.01(n) of this Agreement.

"Canadian Pension Event" means (a) the whole or partial withdrawal of a Loan Party from a Canadian registered pension plan which contains a "defined benefit provision" as defined in subsection 147.1(1) of the ITA during a plan year where any additional funding obligations of the Loan Party would be triggered by such withdrawal; (b) the filing of a notice of intent to terminate in whole or in part a Canadian Defined Benefit Plan; (c) the treatment by a Governmental Authority of a Canadian Defined Benefit Plan amendment as a termination or partial termination; or (d) the appointment of a trustee by a Governmental Authority to administer the termination, in whole or in part, of a Canadian Defined Benefit Plan.

"Canadian Pension Plan" means a pension plan that is required to be registered under applicable Canadian federal or provincial pension benefits standards legislation, and that is sponsored, maintained or administered by any Loan Party in respect of its Canadian employees or former employees, but, for the avoidance of doubt, does not include any statutory plans such as the Canada Pension Plan and the Quebec Pension Plan.

"Canadian Priority Payables Reserve" means, as of any date of determination, an Availability Reserve in such amount as the Agent may determine in its Permitted Discretion to reflect amounts secured by any Liens in Canada, choate or inchoate, which rank or are capable of ranking in priority to the Liens of the Agent, including any such amounts due and not paid for wages, vacation pay, severance pay, amounts due and not paid under any legislation relating to workers' compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the ITA, all amounts collected but not remitted when due under the Excise Tax Act (Canada) or otherwise on account of sales tax, goods and services tax, value added tax, harmonized sales tax, excise tax, and any other tax payable pursuant to the Excise Tax Act (Canada) or similar applicable provincial legislation, government royalties (including royalties, fees and other charges in respect of the harvesting of timber (including stumpage fees) which a Canadian Guarantor has an obligation to remit to a Governmental Authority under applicable Law), amounts secured by Liens arising under the Forestry Workers Lien for Wages Act (Ontario), the Woodworker Lien Act (British Columbia) or other similar applicable Law or on account of farmers' rights under Section 81.2 of the BIA, amounts currently or past due and not paid for realty, municipal or similar taxes (to the extent impacting personal or movable property), all amounts due and not contributed, remitted or paid to any Canadian Pension Plans (including all unfunded wind-up or solvency deficiency amounts owing in respect of any Canadian Defined Benefit Plan) as required by the PBA relating to Canadian Pension Plans, or under the Canada Pension Plan or Quebec Pension Plan, and all amounts in respect of similar statutory or other claims, in each case, that would have or would reasonably be expected to have priority over or rank pari passu with any Liens of the Agent in Canada now or in the future, other than amounts included in the Canadian Wage Earner Protection Act Reserve.

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"Canadian Security Agreements" means, collectively, that certain Canadian Security Agreement, to be dated as of the Closing Date, and that certain deed of movable hypothec to be dated on or prior to the Closing Date made by the Canadian Guarantors party thereto in favor of the Agent, acting as hypothecary representative on behalf of itself and for the benefit of the other Secured Parties, each as amended, restated, supplemented or otherwise modified from time to time.

"Canadian Subsidiary" means any Subsidiary that is incorporated or organized under the laws of Canada or any province or territory thereof.

"Canadian Wage Earner Protection Act Reserve" means, as of any date of determination, an Availability Reserve in such amount as the Agent may determine in its Permitted Discretion to reflect the amounts that may become due under the Wage Earner Protection Program Act (Canada) or secured by Section 81.3 or Section 81.4 of the BIA with respect to the employees of any Loan Party employed in Canada which would give rise to a Lien with priority under applicable Law over the Liens of the Agent.

"Capital Expenditures" means, for any period, the additions to property, plant and equipment, capitalized investment and development costs, and other capital expenditures (including capitalized software) of Holdings and its consolidated Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of Holdings for such period prepared in accordance with GAAP.

"Capital Lease" of any Person means any lease of any property (whether real, personal or mixed) by such Person as lessee, which lease should, in accordance with GAAP, be required to be accounted for as a capital lease on the balance sheet of such Person.

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"Capital Lease Obligations" means the obligations of any Person to pay rent or other amounts under a Capital Lease, the amount of which is required to be capitalized on the balance sheet of such Person in accordance with GAAP (with GAAP calculated, for purposes of this definition, as in effect on December 31, 2018); provided that, for the avoidance of doubt, obligations of Holdings or the Restricted Subsidiaries, or of a special purpose or other entity not consolidated with Holdings and the Restricted Subsidiaries that (a) initially were not included on the consolidated balance sheet of Holdings as capital lease obligations and were subsequently characterized as capital lease obligations or, in the case of such a special purpose or other entity becoming consolidated with Holdings and the Restricted Subsidiaries were required to be characterized as capital lease obligations upon such consolidation, in either case, due to a change in accounting treatment or otherwise, or (b) were required to be characterized as capital lease obligations but would not have been required to be treated as capital lease obligations on December 31, 2018 had they existed at that time, shall for all purposes not be treated as Capital Lease Obligations or Indebtedness.

"Capital Stock" means:

(1) in the case of a corporation, corporate stock or shares;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

"Cash Collateralize" means to pledge and deposit with or deliver to the Agent, for the benefit of the Agent, an Issuing Bank or the Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Advances, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the applicable Issuing Bank or Swing Line Lender benefiting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Agent and (b) such Issuing Bank or the Swing Line Lender (as applicable). "Cash Collateral" shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

"Cash Dominion Period" means (a) each period beginning on the date that Availability shall have been less than the greater of (x) $25.021.88 million and (y) 15.0% of the Loan Cap for three (3) consecutive Business Days, and ending on the date that Availability shall have exceeded such levels, at all times, for a period of thirty (30) consecutive days, or (b) upon the occurrence of any Event of Default, the period that such Event of Default shall be continuing. The termination of a Cash Dominion Period as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Cash Dominion Period in the event that the conditions set forth in this definition again arise.

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"Cash Equivalents" means:

(1) U.S. dollars, pounds sterling euros, Canadian dollars, the national currency of any member state in the European Union or such other local currencies held by Holdings or a Restricted Subsidiary from time to time in the ordinary course of business;

(2) securities issued or directly and fully guaranteed or insured by the U.S. government, Canada, Switzerland or any country that is a member of the European Union or any agency or instrumentality thereof in each case maturing not more than two years from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250.0 million and whose long-term debt is rated "A" or the equivalent thereof by Moody's or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper issued by a corporation (other than an Affiliate of Lead Borrower) rated at least "A-1" or the equivalent thereof by Moody's or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

(6) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof or any Canadian province having at least a rating of Aa3 from Moody's or a rating of AA- from S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(7) Indebtedness issued by Persons with a rating of "A" or higher from S&P or "A-2" or higher from Moody's (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(8) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above; and

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(9) instruments equivalent to those referred to in clauses (1) through (8) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for Bank Products purposes in any jurisdiction outside the United States of America to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction.

"Cash Management Bank" means any Person counterparty to a Bank Product Document who is (x) Bank of America or any Affiliate or branch of Bank of America or (y) any other Lender or any Affiliate or branch of such Lender so long as, in the case of this clause (y), Lead Borrower and the applicable Lender (or its Affiliate or branch) shall have delivered notice thereof to the Agent.

"CCAA" means the Companies' Creditors Arrangement Act (Canada).

"CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.), and any regulations promulgated thereunder.

"CFC" means a "controlled foreign corporation" within the meaning of Section 957 of the Code.

"Change in Law" has the meaning specified in Section 2.11.

"Change of Control" means the occurrence, after the date of this Agreement, of any of the following:

(i) the sale, lease or transfer (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all the assets of Holdings and its Subsidiaries, taken as a whole, to any person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than to Holdings or any of its Subsidiaries in a transaction not prohibited by Section 7.05;

(ii) Holdings becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any person or group (within the meaning of Section 13(d) or Section 14(d) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation, amalgamation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 35% of the total voting power of the voting interest in Holdings' Equity Interests, in each case, other than an acquisition where the holders of the voting interest in Holdings' Equity Interests as of immediately prior to such acquisition hold 35% or more of the voting interest in the Equity Interests of the ultimate parent of Holdings or successor thereto immediately after such acquisition (provided no holder of the voting interest in Holdings' Equity Interests as of immediately prior to such acquisition owns, directly or indirectly, more than 35% of the voting interest in Holdings' Equity Interests immediately after such acquisition);

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(iii) Holdings, together with its direct or indirect Wholly Owned Subsidiaries, ceases to own 100% of the voting interest in any Borrower; or

(iv) during any period of 12 consecutive months, a majority of the members of the Board of Directors of Holdings shall cease to be composed of Continuing Directors; or

(v) a "Change of Control" (as defined in any Senior Debt Document) shall have occurred under any Senior Debt Document or any other outstanding Indebtedness of Holdings or its Subsidiaries in an aggregate principal amount in excess of $25,000,000.

"Charges" means all federal, state, provincial, county, city, municipal, local, foreign or other governmental taxes (including taxes owed to the PBGC at the time due and payable), levies, assessments, duties, charges, claims or encumbrances owed by any Loan Party and upon or relating to (a) the Obligations, (b) the Collateral, (c) the employees, payroll, income, capital or gross receipts of any Loan Party, (d) any Loan Party's ownership or use of any properties or other assets, or (e) any other aspect of any Loan Party's business.

"Closing Date" means the date that each of the conditions set forth in Section 5.02 is satisfied or waived by the Agent and the Lenders.

"CME" means CME Group Benchmark Administration Limited.

"CoBank" means CoBank, ACB and its successors.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Collateral" means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a Lien is granted by such Person in favor of the Agent under any of the Collateral Documents.

"Collateral Access Agreement" means an agreement reasonably satisfactory in form and substance to the Agent executed by (a) a bailee or other Person in possession of Collateral, and (b) any landlord of Real Estate leased by any Loan Party, pursuant to which such Person (i) acknowledges the Agent's Lien on the Collateral, (ii) releases or subordinates such Person's Liens on the Collateral held by such Person or located on such Real Estate, (iii) provides the Agent with access to the Collateral held by such bailee or other Person or located in or on such Real Estate, (iv) as to any landlord, provides the Agent with a reasonable time to remove and/or sell and dispose of the Collateral from such Real Estate, and (v) makes such other agreements with the Agent as the Agent may reasonably require related to the use and access of the Collateral.

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"Collateral Documents" means the U.S. Security Agreement, the Canadian Security Agreements, the Blocked Account Agreements, the Intellectual Property Security Agreements and all similar agreements entered into guarantying payment of, or granting a Lien upon property as security for payment of, the Obligations.

"Commitment" means a Revolving Credit Commitment.

"Commitment Percentage" means, with respect to any Lender at any time, the percentage of the Revolving Credit Facility represented by such Lender's Revolving Credit Commitment at such time. If the Revolving Credit Commitment of each Lender to make Advances and the obligation of the Issuing Banks to make L/C Credit Extensions have been terminated pursuant to Section 8.01 or if the Revolving Credit Commitments have expired, then the Commitment Percentage of each Lender in respect of the Revolving Credit Facility shall be determined based on the Commitment Percentage of such Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments.

"Committed Advance Notice" means a notice of (a) a Revolving Credit Borrowing, (b) a conversion of Advances from one Type to the other, or (c) a continuation of Term SOFR Advances, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A-1 or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

"Committed Borrowing" means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type, and, in the case of Term SOFR Advances, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

"Compliance Period" has the meaning specified in Section 7.03(b).

"Concentration Account" has the meaning specified in Section 7.01(i).

"Confidential Information" means certain non-public, confidential or proprietary information and material disclosed, from time to time, either orally, in writing, electronically or in some other form by Holdings in connection with the Loan Documents. Confidential Information shall include, but not be limited to non-public, confidential or proprietary information, trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, documentation, screens, icons, schematics, software programs, source documents and other MIS related information; contracts, customer lists, financial information, financial forecasts, sales and marketing plans and information and business plans, products and product designs; projections and results; ideas, designs and artwork for all types of marketing, advertising, public relations and commerce (including ideas, designs and artwork related to the World Wide Web and any Web Site of Holdings or any Subsidiary); designs; advertising, strategies, plans and results; sourcing information; vendor lists, potential product labeling and marking ideas; all materials including, without limitation, documents, drawings, samples, sketches, designs, and any other information concerning, color palette and color standards furnished to a Recipient by Holdings or any Subsidiary; customer base(s); and other non-public information relating to Holdings' or any Subsidiary's business.

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"Conforming Changes" means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate or Term SOFR, as applicable, any conforming changes to the definitions of "Base Rate", "SOFR", "Term SOFR" and "Interest Period", timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of "Business Day" and "U.S. Government Securities Business Day", timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the reasonable discretion of the Agent (in consultation with the Lead Borrower), to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent reasonably determines (in consultation with the Lead Borrower) that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Agent reasonably determines (in consultation with the Lead Borrower) is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

"Connection Income Taxes" means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

"Consolidated" and any derivative thereof each means, with reference to the accounts or financial reports of any Person, the consolidated accounts or financial reports of such Person and each Restricted Subsidiary of such Person determined in accordance with GAAP, including principles of consolidation, consistent with those applied in the preparation of the Consolidated financial statements of Holdings referred to in Section 6.01(f).

"Consolidated Depreciation and Amortization Expense" means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of intangible assets and deferred financing fees and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

"Consolidated EBITDA" means, as of any date of determination, the EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended four full Fiscal Quarters for which internal financial statements are available, on a consolidated basis, calculated on a pro forma basis consistent with the calculations made under the definition of Consolidated Secured Net Leverage Ratio, Incurrence Fixed Charge Coverage Ratio or Pro Forma Compliance, as applicable.

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"Consolidated Funded Debt" means, as of any date of determination, all indebtedness (including Capital Lease Obligations but excluding all accounts payable incurred in the ordinary course of business) of Holdings and its Restricted Subsidiaries on a Consolidated basis that would (or would be required to) appear as liabilities for long-term Debt, short-term Debt, current maturities of Debt, and other similar interest-bearing obligations on a Consolidated balance sheet of Holdings and its Restricted Subsidiaries in accordance with GAAP (other than Indebtedness incurred under Section 7.02(a)(ii)(29)).

"Consolidated Interest Expense" means, with respect to any Person for any period, the sum, without duplication, of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including the interest component of Capital Lease Obligations and net payments and receipts (if any) pursuant to interest rate Hedging Obligations, amortization of deferred financing fees and original issue discount, debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to movement in mark to market valuation of Hedging Obligations or other derivatives (in each case permitted hereunder) under GAAP); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus

(3) commissions, discounts, yield and other fees and charges Incurred in connection with any securitization financing which are payable to Persons other than Holdings and the Restricted Subsidiaries; minus

(4) interest income for such period.

For purposes of this definition, interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by Holdings to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.

"Consolidated Net Income" means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that:

(1) any net after-tax extraordinary, nonrecurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses or charges shall be excluded;

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(2) any severance expenses, relocation expenses, restructuring expenses, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternate uses and fees, expenses or charges relating to facilities closing costs, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, expenses or charges related to any issuance, repurchase, retirement or acquisition of Equity Interests, Investment, acquisition, disposition, recapitalization or issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses, charges or change in control payments related to the Transactions (including any costs relating to auditing prior periods, any transition-related expenses, and transaction expenses incurred before, on or after the Closing Date), in each case, shall be excluded; provided that the aggregate amount excluded from Consolidated Net Income pursuant to this clause (2), together with (x) the aggregate amount added back to EBITDA pursuant to clause (6) of the definition thereof and (y) for purposes of any calculation of EBITDA on a pro forma basis, the aggregate amount of operating expense reductions and other operating improvements or synergies included in EBITDA for such Test Period, shall not exceed 20% of EBITDA in any Test Period (determined after giving effect to any such adjustments);

(3) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries and including, without limitation, the effects of adjustments to (A) Capital Lease Obligations or (B) any other deferrals of income) in amounts required or permitted by GAAP, resulting from the application of purchase accounting or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;

(4) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(5) any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations or fixed assets and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations or fixed assets shall be excluded; provided that notwithstanding any classification of any Person, business, assets or operations as discontinued operations because a definitive agreement for the sale, transfer or other disposition in respect thereof has been entered into, such Person shall not exclude any such net after-tax income or loss or any such net after-tax gains or losses attributable thereto until such sale, transfer or other disposition has been consummated;

(6) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by management of Holdings) shall be excluded;

(7) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness, Hedging Obligations or other derivative instruments shall be excluded;

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(8) (a) the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period and (b) the Net Income for such period shall include any dividend, distribution or other payment in cash (or to the extent converted into cash) received by the referent Person or a Subsidiary thereof (other than an Unrestricted Subsidiary of such referent Person) from any Person in excess of, but without duplication of, the amounts included in subclause (a);;

(9) [Reserved];

(10) an amount equal to the amount of Tax Distributions actually made to any parent or equity holder of such Person in respect of such period in accordance with Section 7.02(b)(ii)(11) shall be included as though such amounts had been paid as income taxes directly by such Person for such period;

(11) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles and other fair value adjustments arising pursuant to GAAP shall be excluded;

(12) any non-cash expense realized or resulting from stock option plans or employee benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded;

(13) any (a) non-cash compensation charges, (b) costs and expenses after the Closing Date related to employment of terminated employees, or (c) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Closing Date of officers, directors and employees, in each case of such Person or any Restricted Subsidiary, shall be excluded;

(14) accruals and reserves that are established or adjusted within 12 months after the Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded;

(15) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded;

(16) (A) any currency translation gains and losses related to currency remeasurements of Indebtedness, and any net loss or gain resulting from hedging transactions for currency exchange risk and (B) other long-term and/or non-current assets and liabilities (in each case as determined in accordance with GAAP), and any net loss or gain resulting from hedging transactions relating thereto (and in any case of this clause (B), including intercompany obligations and obligations with respect to pensions and other retirement benefits, and environment-related liabilities), shall in each case be excluded;

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(17) (a) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded and (b) amounts in respect of which such Person has determined that there exists reasonable evidence that such amounts will in fact be reimbursed by insurance in respect of lost revenues or earnings in respect of liability or casualty events or business interruption shall be included (with a deduction for amounts actually received up to such estimated amount, to the extent included in Consolidated Net Income in a future period); and

(18) non-cash charges for deferred tax asset valuation allowances shall be excluded.

"Consolidated Non-Cash Charges" means, with respect to any Person for any period, the non-cash expenses (other than Consolidated Depreciation and Amortization Expense) of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP; provided that if any such non-cash expenses represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period.

"Consolidated Secured Net Leverage Calculation Date" has the meaning specified in the definition of "Consolidated Secured Net Leverage Ratio".

"Consolidated Secured Net Leverage Ratio" means, with respect to any Person, at any date, the ratio of (i) Secured Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP), less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) Consolidated EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred.

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In the event that Holdings or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Disqualified Capital Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Secured Net Leverage Ratio is being calculated but prior to the event for which the calculation of the Consolidated Secured Net Leverage Ratio is made (the "Consolidated Secured Net Leverage Calculation Date"), then the Consolidated Secured Net Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Capital Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quarter period; provided that, for purposes of clause (6)(B) of the definition of "Permitted Lien", Lead Borrower may elect pursuant to an Officer's Certificate delivered to Agent to treat all or any portion of the commitment under any Indebtedness as being Incurred at the time of delivery of such Officer's Certificate, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time, and to the extent Lead Borrower elects pursuant to such an Officer's Certificate delivered to Agent to treat all or any portion of the commitment under any Indebtedness as being Incurred at the time of delivery of such Officer's Certificate, solely for purposes of clause (6)(B) of the definition of "Permitted Lien", Lead Borrower shall deem all or such portion of such commitment or such Indebtedness, as applicable, as having been Incurred and to be outstanding for purposes of calculating the Consolidated Secured Net Leverage Ratio for any period in which Lead Borrower makes any such election and for any subsequent period until such commitments or such Indebtedness, as applicable, are no longer outstanding or until Lead Borrower elects to withdraw such election.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, restructurings or reorganizations that Holdings or any Restricted Subsidiary has determined to make and/or has made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Secured Net Leverage Calculation Date (each, for purposes of this definition, a "pro forma event") shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period; provided that, notwithstanding any classification of any Person, business, assets or operations as discontinued operations because a definitive agreement for the sale, transfer or other disposition in respect thereof has been entered into, Holdings shall not make such computations on a pro forma basis for any such classification for any period until such sale, transfer or other disposition has been consummated. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into Holdings or any Restricted Subsidiary since the beginning of such period shall have consummated any pro forma event that would have required adjustment pursuant to this definition, then the Consolidated Secured Net Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such pro forma event had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Consolidated Secured Net Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period.

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For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Holdings. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of Holdings as set forth in an Officer's Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event within 12 months of the date the applicable event is consummated; provided that the aggregate amount of operating expense reductions and other operating improvements or synergies for the period for which the Consolidated Secured Net Leverage Ratio is being calculated, together with (x) the aggregate amount excluded from Consolidated Net Income pursuant to clause (2) of the definition thereof and (y) the aggregate amount added to EBITDA pursuant to clause (6) of the definition thereof, shall not exceed 20% of Consolidated EBITDA for such period (determined after giving effect to any such adjustments).

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Consolidated Secured Net Leverage Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Holdings to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, an interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Holdings may designate.

For purposes of this definition, any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating Consolidated EBITDA for the applicable period.

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"Consolidated Taxes" means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation, state franchise and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income.

"Consolidated Total Indebtedness" means, as of any date of determination, an amount equal to the sum (without duplication) of (1) the aggregate principal amount of all outstanding Indebtedness of Holdings and the Restricted Subsidiaries (excluding any undrawn letters of credit) consisting of bankers' acceptances and Indebtedness for borrowed money, plus (2) the aggregate amount of all outstanding Disqualified Capital Stock of Holdings and the Restricted Subsidiaries and all Preferred Stock of Restricted Subsidiaries, with the amount of such Disqualified Capital Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences, in each case determined on a consolidated basis in accordance with GAAP.

"Constitutive Documents" means, with respect to any Person, the certificate of incorporation or registration (including, if applicable, certificate of change of name), articles of incorporation or association, memorandum of association, charter, bylaws, certificate of limited partnership, partnership agreement, trust agreement, joint venture agreement, certificate of formation, articles of organization, limited liability company operating or members agreement, joint venture agreement or one or more similar agreements, instruments or documents constituting the organization or formation of such Person.

"Contingent Obligations" means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation; or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

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"Continuing Director" means, as of any date of determination, any member of the Board of Directors of Holdings who (1) was a member of such Board of Directors on the first day of the applicable 12 consecutive month period referenced in clause (D) of the definition of "Change in Control" or (2) was approved, appointed, nominated or elected to such Board of Directors by a majority of the Continuing Directors who were members of such Board of Directors at the time of such approval, appointment, nomination or election.

"Contractual Obligations" means, with respect to any Person, any security issued by such Person or any document or undertaking (other than a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.

"Convert," "Conversion" and "Converted" each refers to a conversion of Advances of one Type into Advances of another Type pursuant to Section 2.02 or 2.09.

"Copyrights" has the meaning specified in the applicable Collateral Documents.

"Cost" means the lower of cost or market value of Inventory, based upon the Loan Parties' accounting practices, known to the Agent, which practices are in effect on the Effective Date, with such changes as permitted by GAAP, as such calculated cost is determined from invoices received by the Loan Parties, the Loan Parties' purchase journals or the Loan Parties' stock ledger.

"Covenant Trigger" shall have the meaning specified in Section 7.03(b).

"Covenant Trigger Date" shall have the meaning specified in Section 7.03(b).

"Credit Extension" means each of the following: (a) an Advance made or to be made to any Borrower; and (b) with respect to any Letter of Credit, any issuance, extension of the expiry date, or increase in the amount thereof, for the account of any Borrower.

"Credit Insurance Reserves" means an amount established from time to time in Agent's Permitted Discretion in an amount up to, as of any date of determination, the next scheduled premium(s) payable as of such date (or anticipated to be payable in connection with any renewal thereof) with respect to the Loan Parties' credit insurance policy or policies.

"Daily Simple SOFR" means, for any day (a "SOFR Rate Day"), a rate per annum equal to SOFR for the day that is five (5) U.S. Government Securities Business Day prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day, or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published on the Federal Reserve Bank of New York's website (or any successor source).

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"DDA" means each checking, savings or other demand deposit account maintained by any of the Loan Parties. All funds in each DDA (other than an Excluded Account) shall be conclusively presumed to be Collateral and proceeds of Collateral and the Agent and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any DDA.

"Debtor Relief Laws" means the Bankruptcy Code of the United States, the BIA, the CCAA, the Winding-up and Restructuring Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time as now and hereafter in effect and affecting the rights of creditors generally including, without limitation, any law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it.

"Default" means an event which would constitute an Event of Default but for the requirement that notice be given or time elapse, or both.

"Default Rate" means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) 2.0% per annum plus, in the case of Obligations consisting of Base Rate Loans, the Applicable Margin for Base Rate Loans set forth in Level III of the definition of Applicable Margin; provided, however, that with respect to a Term SOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin for Term SOFR Loans set forth in Level III of the definition of Applicable Margin) otherwise applicable to such Advance plus 2.0% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Letter of Credit Fee plus 2.0% per annum.

"Defaulting Lender" means, subject to Section 2.14(b), any Lender that, as determined by the Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Advances or participations in respect of Letters of Credit or Swing Line Advances, within three Business Days of the date required to be funded by it hereunder, unless such Lender notifies the Agent in writing that such failure is the result of such Lender's determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied, (b) has notified Lead Borrower or the Agent in writing that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, unless such writing or public statement states that such position is based on such Lender's determination that a condition precedent to funding (which condition precedent, together with the applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied, (c) has failed, within three Business Days after request by the Agent, to confirm in writing in a manner reasonably satisfactory to the Agent that it will comply with its funding obligations; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation of the Agent or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a Bail-In Action or a proceeding under any Debtor Relief Law, (ii) had a receiver, interim receiver, monitor, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States and Canada or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

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"Designated Borrower Joinder Agreement" means, with respect to any Designated Borrower, an agreement substantially in the form of Exhibit I hereto signed (or such other form as shall be approved by the Agent and the Lead Borrower (such approval not to be unreasonably withheld or delayed)) by such Designated Borrower and the Lead Borrower.

"Designated Borrowers" has the meaning set forth in the preamble to this Agreement.

"Designated Non-cash Consideration" means the Fair Market Value (as determined in good faith by Lead Borrower) of non-cash consideration received by Holdings or a Restricted Subsidiary in connection with a Disposition that is so designated as Designated Non-cash Consideration pursuant to an Officer's Certificate, setting forth such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

"Designated Preferred Stock" means Preferred Stock of Holdings or any direct or indirect parent of Holdings (other than Disqualified Capital Stock), that is issued for cash (other than to Holdings or any of its Subsidiaries or an employee stock ownership plan or trust established by Holdings or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer's Certificate, on the issuance date thereof.

"Dilution" means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the result of dividing the Dollar Equivalent of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Eligible Accounts, Eligible Foreign Accounts and Eligible Letter of Credit-Backed Foreign Accounts during such period, by (b) the Loan Parties' billings with respect to Eligible Accounts, Eligible Foreign Accounts and Eligible Letter of Credit-Backed Foreign Accounts during such period.

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"Dilution Reserve" means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts, Eligible Foreign Accounts or Eligible Letter of Credit-Backed Foreign Accounts, as applicable, by 1 percentage point for each percentage point by which Dilution is in excess of 5%. If the Dilution does not exceed 5%, the Dilution Reserve shall be zero dollars ($0).

"Disposition" means with respect to any property, any sale, lease, license, sale and leaseback, assignment, conveyance, transfer or other disposition thereof (including by means of a "plan of division" under the Delaware Limited Liability Company Act or any comparable transaction under any similar law). The terms "Dispose" and "Disposed of" shall have correlative meanings.

"Disqualified Capital Stock" means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:

(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale),

(2) is convertible or exchangeable for Indebtedness or Disqualified Capital Stock of such Person or any of its Restricted Subsidiaries, or

(3) is redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a change of control or asset sale), in each case prior to 91 days after the Termination Date; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Capital Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by such Person in order to satisfy applicable statutory or regulatory obligations or as a result of such employee's termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Capital Stock shall not be deemed to be Disqualified Capital Stock.

"Documents" means all "documents," as such term is defined in the UCC or "documents of title" as such term is defined in the PPSA, as applicable, now owned or hereafter acquired by any Loan Party, wherever located.

"Dollar Equivalent" means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Agent or the applicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

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"Dollars," "dollars" and the sign "$" each means lawful money of the United States.

"Domestic Subsidiary" means any direct or indirect Subsidiary of Holdings that is organized under the laws of the United States, any state thereof or the District of Columbia.

"Dominion Account" means the U.S. Dominion Account and the Canadian Dominion Account.

"EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

(1) Consolidated Taxes; plus

(2) EBITDA Fixed Charges and costs of surety bonds in connection with financing activities; plus

(3) Consolidated Depreciation and Amortization Expense; plus

(4) Consolidated Non-Cash Charges; plus

(5) any expenses or charges (other than Consolidated Depreciation and Amortization Expense) related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the Transactions and (ii) any amendment or other modification of the Senior Debt or other Indebtedness; plus

(6) business optimization expenses and other restructuring charges, reserves or expenses (which, for the avoidance of doubt, shall include, without limitation, the effect of facility closures, facility consolidations, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges); provided that the aggregate amount added back to EBITDA pursuant to this clause (6), together with (x) the aggregate amount excluded from Consolidated Net Income pursuant to clause (2) of the definition thereof and (y) for purposes of any calculation of EBITDA on a pro forma basis, the aggregate amount of operating expense reductions and other operating improvements or synergies included in EBITDA for such Test Period, shall not exceed 20% of EBITDA in any Test Period (determined after giving effect to any such adjustments); plus

(7) any costs or expenses related to environmental remediation, pension or other post-employment benefit obligations; plus

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(8) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Lead Borrower or any Loan Party or net cash proceeds of an issuance of Equity Interests of Lead Borrower (other than Disqualified Capital Stock) solely to the extent that such net cash proceeds are excluded from the calculation of Excluded Contributions; plus

(9) with respect to any joint venture that is not a Subsidiary and solely to the extent relating to any net income referred to in clause (8) of the definition of "Consolidated Net Income," an amount equal to the proportion of those items described in clauses (1) and (2) above relating to such joint venture corresponding to Holdings' and the Restricted Subsidiaries' proportionate share of such joint venture's Consolidated Net Income (determined as if such joint venture were a Subsidiary); plus

(10) [reserved]; and

less, without duplication, to the extent the same increased Consolidated Net Income,

(11) non-cash items increasing Consolidated Net Income for such period (excluding the recognition of deferred revenue or any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period and any items for which cash was received in a prior period); and

(12) any cash payments made during such period related to environmental remediation, pension or other post-employment benefit obligations.

"EBITDA Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of: (1) Consolidated Interest Expense (excluding amortization or write-off of deferred financing costs) of such Person for such period, and (2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Capital Stock of such Person and its Restricted Subsidiaries.

"EEA Financial Institution" means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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"EEA Member Country" means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

"EEA Resolution Authority" means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

"Effective Date" means December 10, 2020.

"Eligible Accounts" means those Accounts created by a Loan Party in the ordinary course of its business, that arise out of such Loan Party's sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by the Agent in the Agent's Permitted Discretion to address the results of any field examination performed by (or on behalf of) the Agent from time to time after the Effective Date. In determining the amount to be included, Eligible Accounts shall be calculated net of deposits and prepayments from customers with a balance of Eligible Accounts owing to any Loan Party, unapplied cash, Taxes, discounts, credits, allowances, short-pays, chargebacks and rebates. Eligible Accounts shall not include the following:

(a) Accounts that the Account Debtor has failed to pay within 120 days of the original invoice date or within 60 days of the original due date, or Accounts with selling terms of more than 180 days; provided that up to $5,000,000 in the aggregate of Accounts that remain unpaid more than 120 days after the original invoice date shall not be deemed ineligible as a result of this clause (a) so long as such Accounts shall not remain unpaid for more than 180 days after the original invoice date;

(b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above;

(c) Accounts with respect to which the Account Debtor is an Affiliate of any Loan Party or an employee or agent of any Loan Party or any Affiliate of any Loan Party;

(d) Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional;

(e) Accounts that are not payable in Canadian Dollars, Dollars or Euros (or such other currencies as may be determined to be acceptable by the Agent in its sole discretion from time to time (and subject to such sublimits with respect thereto as may be established by the Agent in its sole discretion from time to time));

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(f) Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States or Canada, (ii) is not organized under the laws of the United States or any state thereof or Canada or any province or territory thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof;

(g) Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which the applicable Loan Parties have complied, to the reasonable satisfaction of the Agent, with the Assignment of Claims Act, 31 USC §3727), (ii) any state of the United States, or (iii) a Governmental Authority of Canada or any province or territory thereof and any Crown Corporation (exclusive, however, of Accounts with respect to which Loan Parties have complied, to the reasonable satisfaction of the Agent, with the Financial Administration Act (Canada) or other applicable Law);

(h) Accounts with respect to which the Account Debtor is a creditor of a Loan Party, has or has asserted a right of recoupment or setoff, or has disputed its obligation to pay all or any portion of the Account, solely to the extent of such claim, right of recoupment or setoff, or dispute;

(i) Accounts with respect to an Account Debtor whose total obligations owing to Loan Parties exceed 15% (or, with respect to the Account Debtors identified in writing by Holdings to Agent prior to the Effective Date, 27.5%) (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion (or, in the case of immediately preceding parenthetical, in its sole discretion) if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit;

(j) Accounts with respect to which the Account Debtor is subject to an insolvency proceeding, is not solvent, has gone out of business, or as to which any Loan Party has received notice of an imminent insolvency proceeding or a material impairment of the financial condition of such Account Debtor;

(k) Accounts, the collection of which, the Agent, in its Permitted Discretion, believes to be doubtful, including by reason of the Account Debtor's financial condition;

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(l) Accounts that are not subject to a valid and perfected first priority Lien in favor of the Agent to secure the Obligations;

(m) Accounts with respect to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or an invoice consistent with the Loan Party's and the Account Debtor's reasonable commercial practices has not been prepared and sent to the applicable Account Debtor (other than up to $2,000,000 of Accounts in respect of the sale of chips, bark or other by-products to third party Account Debtors that would otherwise be excluded pursuant to this clause (m));

(n) Accounts with respect to which the Account Debtor is a Sanctioned Person;

(o) Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by the applicable Loan Party of the subject contract for goods or services;

(p) Accounts owned by a target acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination with respect to such target, in each case, reasonably satisfactory to the Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition);

(q) Accounts that arise with respect to sales of goods that are delivered on a cash-on-delivery basis;

(r) Accounts arising from the sale of Eligible FOB Inventory;

(s) Accounts to the extent such Accounts exceed any credit limit under the Loan Parties' Sales Credit Policies; or

(t) Accounts of any Account Debtor which has Accounts subject to any Permitted Supplier Receivables Program.Sale Program, unless the purchaser under each Permitted Supplier Receivables Sale Program to which any of such Account Debtor's Accounts is subject has entered into documentation satisfactory to the Agent acknowledging that such purchaser has no rights to such Accounts prior to the sale thereof, and acknowledging the Agent's Lien on any such Accounts prior to the consummation of each such sale.

"Eligible Assignee" means (a) a Lender; (b) an Affiliate or branch of a Lender; (c) an Approved Fund; and (d) any other financial institution, finance company, institutional lender or Funds approved by (i) the Agent, (ii) in the case of any assignment of a Revolving Credit Commitment, the Issuing Banks and the Swing Line Lender, and (iii) unless an Event of Default has occurred and is continuing, the Lead Borrower (each such approval in clauses (i) and (ii) not to be unreasonably withheld or delayed). No Loan Party or any controlled Affiliate thereof shall be an Eligible Assignee with respect to any Revolving Credit Advance or any Revolving Credit Commitment.

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"Eligible Credit Insurance-Backed Foreign Accounts" means Accounts that satisfy all of the criteria of the definition of "Eligible Accounts" except clause (f) thereof; provided that such Account is supported by credit insurance that is in all respects (including as to form, substance, amount, insurer, and terms of coverage and payment) reasonably satisfactory to the Agent.

"Eligible FOB Inventory" means Inventory that satisfy all of the criteria of "Eligible Inventory" except clauses (c) and (f) thereof, that has been shipped within the past 45 days (or, with respect to Inventory to be shipped to Account Debtors identified in writing by Holdings to Agent prior to the Effective Date, 65 days) from a location of a Loan Party within the United States or Canada on "FOB" destination terms (i) to a location of a customer in a Specified Country or (ii) a location of a customer not in a Specified Country and that in the case of this clause (ii), is subject to a negotiable document showing Agent (or, with the consent of the Agent (such consent not to be unreasonably withheld, conditioned or delayed), the applicable Loan Party) as consignee or notify party and bears a conspicuous notation on its face of the Agent's security interest therein (which document is in the possession of the Agent or such other Person as the Agent shall reasonably approve), and, in each case, will upon arrival at its destination, give rise to an Eligible Credit Insurance-Backed Foreign Account or an Eligible Letter-of-Credit Backed Foreign Account; provided such Inventory (A) is fully insured in a manner reasonably satisfactory to the Agent, including marine cargo insurance, (B) is shipped by a common carrier that is not affiliated with the purchaser and is not, to the knowledge of the Lead Borrower, the target of any Sanctions or on any specially designated nationals list maintained by OFAC and (C) at any time (and for so long as) the Borrowers fail to maintain Availability at least equal to $65.0 million, is being handled by a customs broker, freight forwarder or other handler that has delivered a lien waiver in form and substance reasonably satisfactory to the Agent (provided, that the Loan Parties shall use commercially reasonable efforts to obtain such lien waivers irrespective of whether Availability is less than $65.0 million).

"Eligible Foreign Accounts" means Accounts that satisfy all of the criteria of "Eligible Accounts" except clause (f) thereof, but do not qualify as an Eligible Credit Insurance-Backed Foreign Account or Eligible Letter of Credit-Backed Foreign Account; provided that the Account Debtor with respect thereto maintains its chief executive office in a Specified Country.

"Eligible Inventory" means, as of the date of determination thereof, Inventory of a Loan Party consisting of (i) finished goods, (ii) raw materials, or (iii) work in process consisting of kiln rough and green rough that is located at a location designated as a "kiln rough and green rough location" in the most recently delivered inventory appraisal, that in each case complies with each of the representations and warranties respecting Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by the Agent in the Agent's Permitted Discretion to address the results of any field examination or appraisal performed by (or on behalf of) the Agent from time to time after the Effective Date. An item of Inventory shall not be included in Eligible Inventory if:

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(a) a Loan Party does not have good, valid, and marketable title thereto;

(b) a Loan Party does not have actual and exclusive possession thereof (either directly or through a bailee or agent of a Loan Party); provided that (x) up to $9.0 million in the aggregate of Inventory of Loan Parties held by processors may (subject to not otherwise being excluded pursuant to this definition) constitute Eligible Inventory as of any date of determination to the extent that the Agent has received a Collateral Access Agreement from the applicable processor and to the extent that (notwithstanding the provision of such Collateral Access Agreement) an Inventory Reserve has been established in respect of all accounts payable owing by Loan Parties to the applicable processor and (y) Inventory of Loan Parties held by third party haulers for no more than two (2) Business Days may (subject to not otherwise being excluded pursuant to this definition) constitute Eligible Inventory as of any date of determination;

(c) (x) it is not located at one of the locations in Canada or in the continental United States set forth on Schedule 1.01E (as such Schedule 1.01E may be amended from time to time with the prior written consent of the Agent (such consent not to be unreasonably withheld, conditioned or delayed)) to this Agreement (other than Inventory that is in-transit from one such location to another such location), or (y) it is otherwise located at a location with less than $100,000 of Inventory in the aggregate (other than, in the case of each of the foregoing clauses (x) and (y), Inventory that is in-transit to, or located at, ports or railyards located in the United States or Canada waiting to be loaded onto vessels (including railcars) for transport to customers); provided that the aggregate amount of such Inventory (and Inventory described in clause (f) of this definition) included in the Borrowing Base as of any date of determination shall not contribute Availability under the Borrowing Base in excess of $13,000,000);

(d) [reserved];

(e) it is located on real property leased by a Loan Party or in a contract warehouse, in each case, unless either (1) it is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, and it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises or (2) the Agent has established a Landlord Reserve with respect to such location;

(f) it is the subject of a bill of lading or other document of title (other than Inventory that is in-transit to, or located at, ports waiting to be loaded onto vessels for transport to customers located outside of the United States and Canada; provided that the aggregate amount of such Inventory (and Inventory described in clause (c) of this definition) included in the Borrowing Base as of any date of determination shall not contribute Availability under the Borrowing Base in excess of $13,000,000);

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(g) it is not subject to a valid and perfected first priority Lien in favor of the Agent to secure the Obligations;

(h) it consists of goods returned or rejected by a Loan Party's customers;

(i) it consists of goods that are obsolete or slow moving, restrictive or custom items, work-in-process (except as described in clause (iii) of the first sentence of this definition of Eligible Inventory), tooling, goods for display, supplies (including goods that constitute packaging and shipping materials) or spare parts or supplies used or consumed in the Loan Parties' business (other than supplies and spare parts in an aggregate amount that would not contribute Availability under the Borrowing Base in excess of $15,000,000 at any time)), bill and hold goods, defective or unsaleable goods, "seconds" (other than cull (secondary fiber) that can be repulped in an aggregate amount not to exceed $1,500,000) or Inventory acquired on consignment;

(j) it is subject to third party trademark, licensing or other proprietary rights, unless Agent is reasonably satisfied that such Inventory can be freely sold by Agent on and after the occurrence of an Event of a Default despite such third party rights;

(k) it was acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination of such Inventory, in each case, reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition);

(l) it consists of trees or other forest resources that (i) have not been harvested from a forest (i.e., timber-to-be-cut) or (ii) have been harvested from a forest but have not been transported from such forest to a public municipal road or other public access point which allows such trees or other forest resources to be transported to a mill or other processing facility (it being understood that trees (but not other forest resources) with an aggregate book value not in excess of $15,000,000 at any time and which have been harvested from a forest and which have been transported from such forest to a road or other access point to which the applicable Loan Party has access rights which allows such trees to be transported to a mill or other processing facility may constitute Eligible Inventory subject to not being excluded from Eligible Inventory by virtue of the other criteria set forth herein (but that no such trees at such locations in excess of such amount may constitute Eligible Inventory at any time));;

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(m) it consists of hazardous chemicals, fuel inventory or any similar item as determined by Agent, or constitutes goods that Agent determines may be transported or sold only with licenses that are not readily available; or

(n) it is the subject of a prepayment in full that has been received from a customer.

"Eligible Letter-of-Credit Backed Foreign Accounts" means Accounts that satisfy all of the criteria of the definition of "Eligible Accounts" except clause (f) thereof; provided that such Account is supported by an irrevocable letter of credit (assigned to, or delivered to and directly drawable by, the Agent) that is in all respects reasonably satisfactory to the Agent; it being understood that any such supporting letter of credit arising 180 days or more following the Closing Date shall specifically designate Bank of America or its affiliates as the advising bank or negotiating bank.

"EMU Legislation" means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

"Environmental Law" means any Requirement of Law relating to (a) the generation, use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Substances, (b) pollution or the protection of the environment, health and safety or natural resources or (c) occupational safety and health, industrial hygiene, land use or the protection of plants or animals, including, without limitation, CERCLA, in each case as amended from time to time, and including the regulations promulgated and the rulings issued from time to time thereunder.

"Equipment" means all "equipment," as such term is defined in the UCC or the PPSA, as applicable, now owned or hereafter acquired by any Loan Party, wherever located.

"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

"ERISA Affiliate" means any trade or business (whether or not incorporated) which is a member of a controlled group of which a Loan Party is a member or which is under common control with a Loan Party within the meaning of Section 414 of the Code, and the regulations promulgated and rulings issued thereunder.

"ERISA Event" means a reportable event with respect to a Plan within the meaning of §4043 of ERISA, other than those events as to which the thirty (30)-day notice period has been waived.

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

"Euro" mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

"Events of Default" has the meaning specified in Section 8.01.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Excluded Account" means, collectively, (i) DDAs that are established solely for the purpose of, and are used exclusively for, funding payroll, payroll taxes, any other taxes required to be collected, remitted or withheld (including federal and state withholding taxes (including the employer's share thereof)) and other compensation and benefits to employees, (ii) DDAs, commodity accounts and securities accounts (a) that are held or maintained at a financial institution located outside of the United States and Canada and/or (b) that are owned by a Foreign Subsidiary (other than any DDA, commodity account or securities account owned by a Canadian Guarantor), so long as, in each case of this clause (ii), no such account shall be used by any Loan Party as a collection account, (iii) any DDA which is a zero balance account which sweeps into a Blocked Account on each Business Day, (iv) any DDA which is used for disbursements by Lead Borrower or any Loan Party and into which no proceeds of Collateral or any other collections or any Advances are received, (v) DDAs, commodity accounts and securities accounts the balances of which are comprised solely of cash, cash equivalents or other assets that Holdings or any Subsidiary thereof holds in trust or as an escrow fiduciary for another Person which is not Lead Borrower or a Guarantor and (vi) other DDAs, commodity accounts and securities accounts with amounts on deposit that do not have an individual daily balance on deposit in excess of $1,000,000, or in the aggregate with each other account described in this clause (vi), in excess of $2,500,000.

"Excluded Canadian Subsidiaries" means each Canadian Subsidiary that is not permitted to become a Guarantor hereunder pursuant to the terms of any Canadian Financing to which it is a party, or is otherwise restricted or prohibited as a subsidiary or guarantor of a party to any Canadian Financing; provided that if any such Canadian Subsidiary is released from all such restrictions due to the repayment, termination or amendment of all applicable Canadian Financings after the Effective Date, then such Subsidiary shall cease to be an "Excluded Canadian Subsidiary" for all purposes under the Loan Documents. As of the Amendment No. 1 Effective Date, Excluded Canadian Subsidiaries shall be comprised of each Canadian Subsidiary other than (i) Rayonier A.M. Canada G.P. / Rayonier A.M. Canada Société En Nom Collectif, (ii) Rayonier A.M. Canada Industries Inc. / Industries Rayonier A.M. Canada Inc., (iii) Rayonier A.M. Construction Company Inc. / Rayonier A.M. Compagnie de Construction Inc. and (iv) RYAM Canada Holdings ULC / Gestion RYAM Canada SRI.

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"Excluded Contributions" means, at any time the cash and Cash Equivalents received by Holdings after the Effective Date from:

(a) contributions to its common equity capital, and

(b) the sale (other than to a Subsidiary of Holdings or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Capital Stock and Designated Preferred Stock) of Holdings,

in each case designated as Excluded Contributions pursuant to an Officer's Certificate (but excluding any amounts distributed pursuant to Section 7.02(b)).

"Excluded Assets" has the meaning assigned to such term in the U.S. Security Agreement or the Canadian Security Agreements, as applicable.

"Excluded Subsidiary" means:

(a) each Unrestricted Subsidiary;

(b) each Subsidiary that is not a Wholly Owned Subsidiary (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary);

(c) each Subsidiary that is prohibited from guaranteeing the Obligations hereunder by applicable Law, rule or regulation or that would require consent, approval, license or authorization of a Governmental Authority (unless such consent, approval, license or authorization has been received);

(d) each Subsidiary that is prohibited by any Contractual Obligation existing on the Closing Date or on the date such Subsidiary becomes a Subsidiary (to the extent not incurred in connection with becoming a Subsidiary and in each case for so long as such restriction or any replacement or renewal thereof is in effect) from guaranteeing the Obligations hereunder;

(e) (x) any Foreign Subsidiary (other than any Canadian Subsidiary) and (y) any Domestic Subsidiary of a Foreign Subsidiary (other than a Canadian Subsidiary) that is a CFC;

(f) any Excluded Canadian Subsidiary;

(g) [reserved];

(h) any Subsidiary that is not a Material Subsidiary and that taken together with all other Wholly Owned Subsidiaries being excluded pursuant to this clause (h), as of the last day of the fiscal quarter of Holdings' most recently ended, did not have assets with a value in excess of 5.0% of the Total Assets or revenues representing in excess of 5.0% of Total Revenues (including third party revenues but excluding intercompany revenues) of Holdings and its Wholly Owned Subsidiaries on a consolidated basis as of such date;

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(i) any other Subsidiary (including any Subsidiary that is a FSHCO) if the provision of the Collateral or a guarantee of the Obligations hereunder by such Subsidiary could reasonably be expected to result in material and adverse tax consequences to Holdings or any of its Subsidiaries, as determined in good faith by Holdings; provided that this clause (i) shall not apply to any Canadian Subsidiary unless the material and adverse tax consequence of such Canadian Subsidiary providing a guarantee results from a Change in Law after the Closing Date; and

(j) any Subsidiary with respect to which Holdings reasonably agrees in writing that the cost or other consequences of providing a guarantee is likely to be excessive in relation to the value to be afforded to the Lenders thereby and which does not guarantee any other Indebtedness of any Loan Party in an aggregate principal amount in excess of $25,000,000;

provided, that, notwithstanding the foregoing, (x) no Subsidiary that is an issuer or guarantor in respect of the 2024 Notes or 2026 Notes shall constitute an Excluded Subsidiary and (y) no Borrower or direct parent entity of a Borrower shall be an Excluded Subsidiary.

"Excluded Swap Obligation" means, with respect to any Loan Party, any Hedging Obligation if, and to the extent that, all or a portion of the Obligations of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Hedging Obligation (or any Obligations thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof). If a Hedging Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for which such Obligation or security interest is or becomes illegal.

"Excluded Taxes" means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise taxes, and branch profits taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, United States federal withholding taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Advance, L/C Advance or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires the applicable interest in the applicable Commitment or, in the case of an Advance or L/C Advance not acquired by such Lender pursuant to a prior Commitment, the date on which such Lender acquires the applicable interest in the applicable Advance or L/C Advance (other than, in each case, pursuant to an assignment request by the Lead Borrower under Section 10.12) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 4.02(a)(iii) or Section 4.02(c), amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender acquired the applicable interest in the applicable Commitment, Advance or L/C Advance or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient's failure to comply with Section 4.02(e) and (d) any Taxes imposed pursuant to FATCA.

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"Existing Credit Agreement" has the meaning specified in the definition of "Refinancing".

"Existing Letter of Credit" means each letter of credit listed on Schedule 1.01C.

"Existing Hedge Agreement" means each Swap Contract listed on Schedule 1.01D.

"Facility" means the Revolving Credit Facility, the Swing Line Sublimit, or the Letter of Credit Sublimit, as the context may require.

"Fair Market Value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

"Farm Credit Lender" means a lending institution organized and existing pursuant to the provisions of the Farm Credit Act of 1971 (as may be amended from time to time) and under the regulation of the Farm Credit Administration.

"FATCA" means Sections 1471 through 1474 of the Code, as in effect on the date hereof (and any amended or successor version that is substantively comparable and not materially more onerous to comply with), any present or future Treasury Regulations issued thereunder or interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, as in effect on the date hereof (or any amended or successor version described above), and any intergovernmental agreement, treaty or convention among Governmental Authorities (and any related legislation, rules or official administrative guidance) implementing such Sections of the Code.

"Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Agent; provided that if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

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"Fee Letter" means (a) the fee letter dated as of December 8, 2020 among the Lead Borrower and Bank of America and (b) each other fee letter entered into from time to time by the Lead Borrower and the Swing Line Lender or an Issuing Bank.

"Fernandina Beach Facility" means the real property located at Foot of Gum Street, Fernandina Beach, Florida 32035, excluding any real property leased or licensed as of the Effective Date to Lignotech Florida, Eight Flags or Coast Chips Inc. or any of their respective Affiliates.

"Fernandina Cogeneration Project" means a project, or a series of related projects, under which a Person (other than Holdings or any of its Subsidiaries) would fund, construct and operate a combined heat and power facility on a leased portion of the Fernandina Beach Facility, and sell steam and heated water to Rayonier Performance Fibers, LLC (or one or more other Subsidiaries), for use at the Fernandina Beach Facility, for an expected period of approximately twenty (20) years, together with the applicable agreements to implement such projects.

"FILO Term Loans" has the meaning specified in Section 2.06(b).

"Fiscal Month" means any of the monthly accounting periods of Holdings and its Subsidiaries.

"Fiscal Quarter" means any quarter in any Fiscal Year, the duration of such quarter being defined in accordance with GAAP applied consistently with that applied in the preparation of Holdings' financial statements referred to in Section 6.01(f), as set forth on a schedule delivered to the Agent.

"Fiscal Year" means a fiscal year of Holdings and its Subsidiaries, as set forth on a schedule delivered to the Agent.

"Fixed Charge Coverage Ratio" means, for any period, the ratio of (a) Consolidated EBITDA for such period minus the sum of (i) Unfinanced Capital Expenditures plus (ii) the portion of taxes based on income actually paid in cash and provisions for cash income taxes, to (b) Fixed Charges for such period.

"Fixed Charges" means, for any period, the sum of (a) any scheduled amortization payments paid or payable during such period on all Indebtedness of Holdings and its Restricted Subsidiaries (including the principal component of all obligations in respect of all Capital Lease Obligations), plus (b) consolidated cash Interest Expense of Holdings and its Restricted Subsidiaries for such period, plus (c) the amount of Restricted Payments to be made at such time and previously made in cash in reliance on the Payment Conditions during such period, in each case, on a consolidated basis in accordance with GAAP.

"Foreign Lender" means a Lender that is not a United States Person.

"Foreign Subsidiary" means any direct or indirect Subsidiary of Holdings that is not a Domestic Subsidiary.

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"Forestry Joint Ventures" means (i) Hearst Forest Management Inc., (ii) Clegue Forest Management Inc., (iii) Abitibi River Forest Management Inc., (iv) Nipissing Forest Management Inc. or (v) any similar joint venture formed after the Effective Date that is not prohibited by the terms of this Agreement.

"Fronting Exposure" means, at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender's Commitment Percentage of the outstanding L/C Obligations in respect of Letters of Credit issued by such Issuing Bank other than L/C Obligations as to which such Defaulting Lender's participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender's Commitment Percentage of Swing Line Advances made by the Swing Line Lender other than Swing Line Advances as to which such Defaulting Lender's participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

"FSHCO" means any Domestic Subsidiary that owns no material assets other than Equity Interests of one or more Foreign Subsidiaries (other than a Foreign Subsidiary which is a Canadian Guarantor) that are CFCs and/or one or more FSHCOs.

"Fund" means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

"GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, applied on a basis consistent (except for changes concurred in by Holdings' independent public accountants) with the most recent audited consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 7.04.

"Governmental Authority" means any nation or government, any state, province, territory, city, municipal entity or other political subdivision thereof, and any governmental, executive, legislative, judicial, administrative or regulatory agency, department, authority, instrumentality, commission, board or similar body, whether federal, state, provincial, territorial, local or foreign.

"Governmental Authorization" means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority, in each case having the force of law.

"Guarantee" means the guarantee of the Obligations by the Loan Parties in Article III hereunder or in a supplemental guarantee in accordance with Section 7.01(n) of this Agreement.

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"Guarantied Obligations" means as to any Person, any obligation of such Person guarantying or otherwise having the economic effect of guarantying any Indebtedness, lease, dividend, or other obligation ("primary obligation") of any other Person (the "primary obligor") in any manner, including any obligation or arrangement of such Person to (a) purchase or repurchase any such primary obligation, (b) advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of the primary obligor, (c) purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (d) protect the beneficiary of such arrangement from loss (other than product warranties given in the ordinary course of business), or (e) indemnify the owner of such primary obligation against loss in respect thereof; provided, however, that the term Guarantied Obligations shall not include endorsements of instruments for deposit or collection in the ordinary course of business or standard contractual indemnities. The amount of any Guarantied Obligations at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or determinable amount of the primary obligation in respect of which such Guarantied Obligations is incurred, and (y) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guarantied Obligations, or, if not stated or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof.

"Guaranties" means the U.S. Guaranty, the Canadian Guaranty and any other guaranty executed by any Guarantor in favor of Agent, for the benefit of the Secured Parties, in respect of the Obligations.

"Guarantor Payment" has the meaning specified in Section 3.07(a).

"Guarantors" means (x) Holdings, (y) each Borrower (as to the other Loan Parties' Obligations) and (z) each other Restricted Subsidiary that is a party hereto or executes a supplement hereto in accordance with Section 7.01(n), in favor of the Agent for the benefit of the Secured Parties, in connection with the transactions contemplated by this Agreement and the other Loan Documents; provided, that upon the release or discharge of such Person from its Guaranty in accordance with this Agreement, such Person shall cease to be a Guarantor.

"Hazardous Substance" means (i) any hazardous substance or toxic substance as such terms are presently defined or used in § 101(14) of CERCLA (42 U.S.C. § 9601(14)), in 33 U.S.C. § 1251 et. seq. (Clean Water Act), or 15 U.S.C. § 2601 et. seq. (Toxic Substances Control Act) or applicable Environmental Law in Canada; and (ii) as of any date of determination, any additional substances or materials which are hereafter incorporated in or added to the definition of "hazardous substance" or "toxic substance" or similar definitions for purposes of CERCLA, 33 U.S.C. § 1251 et. seq. (Clean Water Act), or 15 U.S.C. § 2601 et. seq. (Toxic Substances Control Act) or applicable Environmental Law in Canada.

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"Hedge Bank" means any Person counterparty to (I) an Existing Hedge Agreement (but solely with respect to such Existing Hedge Agreement) or (II) any other Swap Contract who is (x) Bank of America or any Affiliate or branch of Bank of America or (y) any other Lender or any Affiliate or branch of such Lender so long as, in the case of this clause (y), Holdings and the applicable Lender (or its Affiliate or branch) shall have delivered notice thereof to the Agent; provided that any such notice may designate any Person as a Hedge Bank with respect to all Hedging Obligations arising under a single master agreement.

"Hedging Obligations" means, with respect to any Person, the obligations of such Person under any Swap Contract.

"HMT" has the meaning specified in the definition of "Sanctioned Entity".

"Holdings" has the meaning specified in the preamble to this Agreement.

"Incur" means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary. "Incurred" and "Incurrence" shall have like meanings.

"Incurrence Fixed Charge Calculation Date" has the meaning specified in the definition of "Incurrence Fixed Charge Coverage Ratio".

"Incurrence Fixed Charge Coverage Ratio" means for any period, the ratio of Consolidated EBITDA for such period to EBITDA Fixed Charges for such period.

In the event that Holdings or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Disqualified Capital Stock or Preferred Stock subsequent to the commencement of the period for which the Incurrence Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Incurrence Fixed Charge Coverage Ratio is made (the "Incurrence Fixed Charge Calculation Date"), then the Incurrence Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Capital Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided that Lead Borrower may elect pursuant to an Officer's Certificate delivered to Agent to treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time, and to the extent Lead Borrower elects pursuant to an Officer's Certificate delivered to Agent to treat all or any portion of the commitment under any Indebtedness as being Incurred Lead Borrower shall deem all or such portion of such commitment or such Indebtedness, as applicable, as having been Incurred and to be outstanding for purposes of calculating the Incurrence Fixed Charge Coverage Ratio for any period in which Lead Borrower makes any such election and for any subsequent period until such commitments or such Indebtedness, as applicable, are no longer outstanding or until Lead Borrower elects to withdraw such election.

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For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, restructurings or reorganizations that Holdings or any Restricted Subsidiary has determined to make and/or made during the applicable Test Period or subsequent to such Test Period and on or prior to or simultaneously with the date of calculation of the Incurrence Fixed Charge Coverage Ratio (each, for purposes of this definition, a "pro forma event") shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of such Test Period; provided that, notwithstanding any classification of any Person, business, assets or operations as discontinued operations because a definitive agreement for the sale, transfer or other disposition in respect thereof has been entered into, Lead Borrower shall not make such computations on a pro forma basis for any such classification for any period until such sale, transfer or other disposition has been consummated. If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Holdings or any Restricted Subsidiary since the beginning of such period shall have consummated any pro forma event, that would have required adjustment pursuant to this definition, then the Incurrence Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such Test Period as if such pro forma event had occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Incurrence Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such Test Period as if such designation had occurred at the beginning of the applicable Test Period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Holdings. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of Holdings as set forth in an Officer's Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event within 12 months of the date the applicable event is consummated; provided that the aggregate amount of operating expense reductions and other operating improvements or synergies for the period for which the Incurrence Fixed Charge Coverage Ratio is being calculated, together with (x) the aggregate amount excluded from Consolidated Net Income pursuant to clause (2) of the definition thereof and (y) the aggregate amount added to EBITDA pursuant to clause (6) of the definition thereof, shall not exceed 20% of Consolidated EBITDA for such period (determined after giving effect to any such adjustments).

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If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Incurrence Fixed Charge Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Holdings to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, an interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Holdings may designate.

For purposes of this definition, any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating Consolidated EBITDA for the applicable period.

"Indebtedness" or "Debt" means, with respect to any Person:

(1) the principal of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers' acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property (except any such balance that constitutes (i) a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (iii) liabilities accrued in the ordinary course of business), which purchase price is due more than twelve months after the date of placing the property in service or taking delivery and title thereto, (d) in respect of Capital Lease Obligations, or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the obligations referred to in clause (1) of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and

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(3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value (as determined in good faith by Lead Borrower) of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person;

provided, however, that, notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) [reserved]; (5) trade and other ordinary course payables, accrued expenses and intercompany liabilities arising in the ordinary course of business; (6) obligations in respect of Bank Products; (7) in the case of Holdings and the Restricted Subsidiaries (x) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business and (y) intercompany liabilities in connection with cash management, tax and accounting operations of Holdings and the Restricted Subsidiaries; and (8) any obligations under Hedging Obligations; provided that such agreements are entered into for bona fide hedging purposes of Holdings or the Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of Holdings whether or not accounted for as a hedge in accordance with GAAP) and, in the case of any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement, such agreements are related to business transactions of Holdings or the Restricted Subsidiaries entered into in the ordinary course of business and, in the case of any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement, such agreements substantially correspond in terms of notional amount, duration and interest rates, as applicable, to Indebtedness of Holdings or the Restricted Subsidiaries Incurred without violation of this Agreement.

Notwithstanding anything in this Agreement to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Agreement but for the application of this sentence shall not be deemed an Incurrence of Indebtedness under this Agreement.

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"Indemnified Taxes" means all (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

"Independent Financial Advisor" means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing, that is, in the good faith determination of Holdings, qualified to perform the task for which it has been engaged.

"Insured Dilution" means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the result of dividing the Dollar Equivalent of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Loan Parties' Eligible Credit Insurance-Backed Foreign Accounts during such period, by (b) such Loan Parties' billings with respect to Eligible Credit Insurance-Backed Foreign Accounts during such period.

"Insured Dilution Reserves" means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Credit Insurance-Backed Foreign Accounts by 1 percentage point for each percentage point by which Dilution is in excess of 2.5%. If the Insured Dilution does not exceed 2.5%, the Insured Dilution Reserve shall be zero dollars ($0).

"Intellectual Property" means any and all Patents, Copyrights and Trademarks.

"Intellectual Property Security Agreements" means, collectively, any and all Copyright Security Agreements, Patent Security Agreements and Trademark Security Agreements, made in favor of the Agent, on behalf of itself and the Secured Parties, by each Loan Party signatory thereto, as amended from time to time.

"Interest Expense" means, with respect to any Person for any fiscal period, interest expense of such Person determined in accordance with GAAP for the relevant period ended on such date.

"Interest Period" means, for each Term SOFR Loan comprising part of the same Borrowing, the period commencing on the date of such Type of Advance, the date of the Conversion of any Advance into such Type of an Advance or the date of the continuation of such Advance and ending on the last day of the period selected by the applicable Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by such Borrower pursuant to the provisions below. The duration of each such Interest Period shall be 1, 3 or 6 months or such other period that is twelve months or less requested by the applicable Borrower in each case as such Borrower may, upon notice received by the Agent not later than 12:00 noon (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

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(i) no Borrower may select any Interest Period which ends after the Termination Date;

(ii) Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration;

(iii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Term SOFR Loan, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day;

(iv) a Borrower may request in a Committed Advance Notice an Interest Period of a duration other than 1, 3, or 6 months (but in no event longer than 12 months) for a Term SOFR Loan and the Interest Period for such Term SOFR Loan shall be for such period, if, and only if, the Agent determines Term SOFR for the tenor of such Interest Period and no Lenders notify the Agent pursuant to Section 2.09(a)(ii) that Term SOFR for such Interest Period will not adequately reflect the cost to the Lenders of making, funding or maintaining their respective Term SOFR Loans for such Interest Period; if both of the preceding conditions are not satisfied with respect to such requested Interest Period, the duration of the requested Interest Period shall be the alternative specified in the Committed Advance Notice, or, if no alternative Interest Period is selected, 6 months; and

(v) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.

"Inventory" shall have the meaning provided in the UCC or, as applicable, the PPSA, and shall also include, without limitation, all: (a) goods which (i) are leased by a Person as lessor, (ii) are held by a Person for sale or lease or to be furnished under a contract of service, (iii) are furnished by a Person under a contract of service, or (iv) consist of raw materials, work in process, or materials used or consumed in a business (including spare parts and supplies); (b) goods of said description in transit; (c) goods of said description which are returned, repossessed or rejected; and (d) packaging, advertising, and shipping materials related to any of the foregoing.

"Inventory Reserves" means, without duplication of any other Reserve, such reserves as the Agent in its Permitted Discretion after consultation with the Lead Borrower deems necessary or appropriate to establish and maintain with respect to Eligible Inventory and Eligible FOB Inventory, including (a) Landlord Reserves, and (b) reserves in respect of amounts owing to any third party processors holding Inventory of any Loan Party for past due rent.

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"Investment Grade Securities" means:

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

(2) securities that have a rating equal to or higher than Baa3 (or equivalent) by Moody's and BBB- (or equivalent) by S&P, but excluding any debt securities or loans or advances between and among Holdings and its Subsidiaries,

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) of this definition which fund may also hold material amounts of cash pending investment and/or distribution, and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

"Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of "Unrestricted Subsidiary" and Section 7.02(b):

(1) "Investments" shall include the portion (proportionate to Holdings' equity interest in such Subsidiary (other than Lead Borrower)) of the Fair Market Value (as determined in good faith by Holdings) of the net assets of such Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Holdings shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

(a) its "Investment" in such Subsidiary at the time of such redesignation, less

(b) the portion (proportionate to its equity interest in such Subsidiary) of the Fair Market Value (as determined in good faith by Holdings) of the net assets of such Subsidiary at the time of such redesignation; and

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(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value (as determined in good faith by Holdings) at the time of such transfer, in each case as determined in good faith by the Board of Directors of Holdings.

"IRS" means the United States Internal Revenue Service.

"ISDA Definitions" means 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.

"ISP" shall mean, with respect to any Letter of Credit, the "International Standby Practices 1998" published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

"Issue" means, with respect to any Letter of Credit, either to issue, or to extend the expiry of, or to renew, or to increase the amount of, such Letter of Credit, and the term "Issued" or "Issuance" shall have corresponding meanings.

"Issuing Bank" means Bank of America, CoBank, PNC Bank or any other Lender which agrees to become, and is designated as an Issuing Bank under Section 2.06(c) (which, for the avoidance of doubt, includes any 2024 Issuing Bank) or any Affiliate or branch thereof as agreed to from time to time by Lead Borrower and such Issuing Bank, that may from time to time Issue Letters of Credit for the account of Holdings or any of its Subsidiaries.

"Issuing Commitment" means, as to any Issuing Bank, the amount set forth opposite such Issuing Bank's name on Schedule 1.01A under the caption "Issuing Commitment", as such amount may be reduced or increased pursuant to the terms hereof.

"ITA" means Income Tax Act (Canada) and any applicable provincial equivalent.

"Joinder Agreement" means (a) with respect to the joinder of a Domestic Subsidiary pursuant to Section 7.01(n), a joinder agreement substantially in the form of the applicable Exhibit to the U.S. Security Agreement and (b) with respect to the joinder of a Subsidiary organized under the laws of Canada (or and province or territory thereof) pursuant to Section 7.01(n), a joinder agreement substantially in the form of the applicable Exhibit to the Canadian Security Agreement.

"Joint Lead Arrangers" means (i) BofA Securities, Inc., CoBank and PNC Capital Markets LLC, as joint lead arrangers and joint bookrunners. for the Revolving Facility Commitments incurred on the Closing Date and (ii) BofA Securities, Inc. and PNC Capital Markets LLC, as joint lead arrangers and joint bookrunners for the 2024 Revolving Facility Commitments incurred on the Amendment No. 3 Effective Date.

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"Joint Venture" means any Person (other than a Subsidiary) a portion (but not all) of the Capital Stock of which is owned directly or indirectly by Holdings or a Subsidiary thereof and which is engaged in a business that is similar to or complementary with the business of Holdings and its Subsidiaries as permitted under this Agreement.

"Judgment Currency" has the meaning specified in Section 10.20.

"Junior Indebtedness" means (a) unsecured Indebtedness for borrowed money of Holdings or any Restricted Subsidiary (other than intercompany indebtedness between Loan Parties), (b) any Indebtedness of Holdings or any Restricted Subsidiary which is by its terms subordinated in right of payment or lien priority to the Obligations and (c) the 2024 Notes, the 2026 Notes, the Specified Debt and any Indebtedness secured by the Notes Priority Collateral on a pari passu basis with the 2026 Notes and the guarantees of the Specified Debt and RYAM's obligations under, and the related guarantees of, the Specified Intercompany Loan.

"Junior Lien Priority Indebtedness" means Indebtedness of the Loan Parties that is secured by Liens on the Collateral ranking junior in priority to the Liens securing the Obligations, the 2026 Notes and the guarantees of the Specified Debt and RYAM's obligations under, and the related guarantees of, the Specified Intercompany Loan; provided that the trustee, collateral agent and/or other authorized representative for the holders of such Indebtedness shall execute a junior lien intercreditor agreement or collateral trust agreement reasonably satisfactory to the Agent reflecting the junior-lien status of the Liens securing such Indebtedness as it relates to the Collateral.

"Landlord Reserve" means, as to each location at which a Loan Party with assets included in the Borrowing Base has Inventory or books and records are located and as to which a Collateral Access Agreement has not been received by the Agent, a reserve in an amount equal to 3 months' rent under the lease relative to such location (or, if greater and if so elected by the Agent, the number of months' rent for which the landlord will have, under applicable Law, a Lien on the Inventory of such Loan Party to secure the payment of rent or other amounts under the lease relative to such location); provided, that there shall be no such reserve on or prior to the 90^th day following the Effective Date.

"Laws" means, collectively, all international, foreign, federal, state, provincial, territorial, municipal and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all Governmental Authorizations, in each case having the force of law.

"L/C Advance" means, with respect to each Lender, such Lender's funding of its participation in any L/C Borrowing in accordance with its Commitment Percentage. All L/C Advances shall be denominated in Dollars.

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"L/C Borrowing" means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing. All L/C Borrowings shall be denominated in Dollars.

"L/C Credit Extension" means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

"L/C Obligations" means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be "outstanding" in the amount so remaining available to be drawn.

"Lead Borrower" has the meaning specified in the preamble to this Agreement.

"Lease" means any written agreement, pursuant to which a Loan Party is entitled to the use or occupancy of any space in a structure, land, improvements or premises for any period of time.

"Lender Party" means any Lender and any Issuing Bank.

"Lenders" means (i) prior to the Amendment No. 3 Effective Date, the Lenders listed on the signature pages hereof as Lenders and as the Swing Line Lender, as the context may require, and each Eligible Assignee that shall become a party hereto pursuant to Section 10.07. and (ii) on and after the Amendment No. 3 Effective Date, the Lenders listed on the signature pages of Amendment No. 3 as 2024 Revolving Credit Lenders and as the Swing Line Lender, as the context may require, and each Eligible Assignee that shall become a party hereto pursuant to Section 10.07.

"Lending Office" means, as to any Lender, the office or offices of such Lender described as such in such Lender's Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify to the Lead Borrower and the Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

"Letter of Credit" means any letter of credit issued hereunder and shall include the Existing Letters of Credit. A Letter of Credit may be a Trade Letter of Credit or a Standby Letter of Credit. Letters of Credit may be issued in Dollars or in an Alternative Currency.

"Letter of Credit Application" means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by any Issuing Bank.

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"Letter of Credit Expiration Date" means the day that is seven days prior to the Termination Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

"Letter of Credit Fee" has the meaning specified in Section 2.04(h).

"Letter of Credit Sublimit" means an amount equal to $100,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, hypothec, security interest or similar encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected or rendered opposable under applicable Law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

"Limited Condition Acquisition" means any purchase or other acquisition, by merger, amalgamation, consolidation or otherwise, by the Lead Borrower or any Subsidiary of Equity Interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person, the consummation of which is not conditioned on the availability of, or on obtaining, third party financing.

"Loan Cap" means, at any time of determination, the lesser of (a) the Aggregate Commitments and (b) the Borrowing Base.

"Loan Documents" means, collectively, this Agreement, the Guaranties, the ABL Intercreditor Agreement, any note delivered pursuant to Section 4.04(d), the Collateral Documents, any Borrowing Base Certificate, each Designated Borrower Joinder Agreement, any intercreditor agreement delivered pursuant to the definition of Junior Lien Priority Indebtedness and each application or agreement and other documents delivered in connection with Letters of Credit pursuant to Section 2.04 and any other agreement between or among any Loan Party and the Agent designated therein as a "Loan Document", in each case as amended, supplemented or otherwise modified hereafter from time to time in accordance with the terms thereof.

"Loan Parties" means, collectively, each of the Borrowers and Guarantors from time to time party hereto.

"Majority Lenders" means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Lender's risk participation and funded participation in L/C Obligations and Swing Line Advances being deemed "held" by such Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that there shall be excluded for purposes of making a determination of Majority Lenders the unused Revolving Credit Commitment of any Defaulting Lender.

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"Margin Stock" has the meaning assigned to such term in Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Material Adverse Change" means any event which has or would reasonably be expected to have a Material Adverse Effect; provided that solely with respect to clause (x) of the definition of "Material Adverse Effect", the impact of the Coronavirus (also known as COVID-19) pandemic on the financial condition or business operations of Holdings and its Subsidiaries, on a Consolidated basis, that occurred prior to the Effective Date will be disregarded for purposes of this representation to the extent such impact was disclosed in the offering memorandum for the 2026 Notes (for the avoidance of doubt, clauses (y) and (z) of the definition of Material Adverse Effect shall not be impacted in any way by the impact of the Coronavirus pandemic for purposes of this definition).

"Material Adverse Effect" means, a material adverse effect on (x) the business, financial condition, operations or properties of Holdings and its Subsidiaries, taken as a whole, (y) the ability of Borrowers or the other Loan Parties to perform their payment obligations under the Loan Documents when due, or (z) the validity or enforceability of any of the Loan Documents or the rights and remedies of Agent and the Lenders under any of the Loan Documents.

"Material Subsidiary" means any Wholly Owned Subsidiary of Holdings (other than Lead Borrower), in each case, that as of the last day of the fiscal quarter of Holdings' most recently ended, had assets with a value in excess of 2.5% of the Total Assets or revenues representing in excess of 2.5% of Total Revenues (including third party revenues but excluding intercompany revenues) of Holdings, Lead Borrower and their Wholly Owned Subsidiaries on a consolidated basis as of such date.

"Moody's" means Moody's Investors Service, Inc or any successor to the rating agency business thereof.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which a Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the preceding five plan years made or accrued an obligation to make contributions, but does not include, for greater certainty, any Canadian Pension Plan.

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

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"Net Proceeds" means (a) with respect to any Disposition by any Loan Party, the excess, if any, of (i) the sum of cash and cash equivalents received in connection with such transaction (including any cash or cash equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset by a Lien permitted hereunder which is senior to the Agent's Lien on such asset and that is required to be repaid (or to establish an escrow for the future repayment thereof) in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket expenses incurred by such Loan Party in connection with such transaction (including, without limitation, appraisals, and brokerage, legal, title and recording or transfer tax expenses and commissions) paid by any Loan Party to third parties (other than Affiliates)), (C) any funded escrow account established by the Loan Parties to pay federal, state, provincial and local income or other Taxes estimated to be payable by any Loan Party as a result thereof (provided that to the extent and at the time any such amounts are released from such reserve and not applied to pay such Taxes, such amounts shall constitute Net Proceeds) and (D) and any deduction of appropriate amounts to be provided by any Loan Party as a reserve in accordance with GAAP against any liabilities associated with the asset Disposed of in such transaction and retained by Holdings and the Restricted Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; and (b) with respect to the sale or issuance of any Equity Interest by any Loan Party, or the incurrence or issuance of any Indebtedness by any Loan Party, the excess of (i) the sum of the cash and cash equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by such Loan Party in connection therewith.

"Non-Consenting Lender" shall have the meaning specified in Section 10.01(e).

"Note" means a promissory note made by any Borrower in favor of a Lender, in substantially the form of Exhibit B hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the Revolving Credit Advances, or Swing Line Advances, as the case may be, made by such Lender.

"Notes Collateral Agent" means Wells Fargo Bank, National Association (or its successor), as trustee, registrar, paying agent and notes collateral agent under the Security Documents (as defined in the 2026 Notes Indenture).

"Notes Priority Collateral" has the meaning specified in the ABL Intercreditor Agreement.

"Obligation" means all loans, advances, debts, liabilities and obligations for the performance of covenants or for payment of monetary amounts (whether or not such performance is then required or contingent, or such amounts are liquidated or determinable) owing by any Loan Party (or its Subsidiary) to any Secured Party under any Loan Document, any Bank Product Document, any Secured Hedge Agreement or any Secured Supply Chain Financing and all covenants and duties regarding such amounts, of any kind or nature, present or future, whether or not evidenced by any note, agreement, letter of credit agreement or other instrument, arising under this Agreement, any of the other Loan Documents, any Bank Product Documents, any Secured Hedge Agreement (other than with respect to any Loan Party's obligations that constitute Excluded Swap Obligations solely with respect to such Loan Party) or any Secured Supply Chain Financing. This term includes all principal, Letter of Credit Obligations, interest (including all interest that accrues after the commencement of any case or proceeding by or against any Loan Party in bankruptcy, whether or not allowed in such case or proceeding), fees, Secured Hedging Obligations (other than with respect to any Loan Party's Secured Hedging Obligations that constitute Excluded Swap Obligations solely with respect to such Loan Party), expenses, attorneys' fees and any other sum chargeable to any Loan Party under this Agreement, any of the other Loan Documents, any Bank Product Documents, any Secured Hedge Agreements or any Secured Supply Chain Financing (including all monetary obligations that accrue after the commencement of any case or proceeding by or against any Loan Party in bankruptcy, whether or not allowed in such case or proceeding).

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"OECD" means the Organization for Economic Cooperation and Development.

"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.

"Officer" means, with respect to any Person, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of such Person.

"Officer's Certificate" means, with respect to any Person, a certificate signed on behalf of such Person by an Officer which meets the requirements set forth in this Agreement.

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

"Other Taxes" means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 10.07(h)).

"Outstanding Amount" means (i) with respect to Revolving Credit Advances and Swing Line Advances on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Advances or Swing Line Advances, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Loan Parties of Unreimbursed Amounts.

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"Overadvance" means a Credit Extension to the extent that, immediately after its having been made, Availability is less than zero (determined without giving effect to the words "if a positive number" in the definition thereof).

"Overnight Rate" means, for any day, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Agent or the applicable Issuing Bank, as the case may be, in accordance with banking industry rules on interbank compensation.

"Participating Member State" means each state so described in any EMU Legislation.

"Patents" has the meaning specified in the applicable Collateral Documents.

"Payment Conditions" means, at the time of determination with respect to any specified transaction or payment, that:

(a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the making such payment,

(b) immediately after giving effect to such transaction or payment, one of the following tests shall be satisfied:

(i) (1) Availability for the 90 consecutive day period immediately preceding such specified transaction or payment shall not have been less than the greater of $40.035.0 million and 25.0% of the Loan Cap (or, if Holdings' Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been, or are required to have been, delivered is less than or equal to 5.00 to 1.00, the greater of $32.528.0 million and 20.0% of the Loan Cap) (or, in the case of any specified transaction or payment that is a Restricted Payment, no less than the greater of $50.043.75 million and 30.0% of the Loan Cap (or, if Holdings' Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been, or are required to have been, delivered is less than or equal to 5.00 to 1.00, the greater of $40.035.0 million and 25.0% of the Loan Cap)), and (2) Availability on the date of such specified transaction or payment shall not be less than the greater of such amounts; or

(ii) (1) Availability for the 90 consecutive day period immediately preceding such specified transaction or payment shall not have been less than the greater of $32.528.0 million and 20.0% of the Loan Cap (or, if Holdings' Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been, or are required to have been, delivered is less than or equal to 5.00 to 1.00, the greater of $25.022.0 million and 15.0% of the Loan Cap) (or, in the case of any specified transaction or payment that is a Restricted Payment, no less than the greater of $40.035.0 million and 25.0% of the Loan Cap (or, if Holdings' Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been, or are required to have been, delivered is less than or equal to 5.00 to 1.00, the greater of $32.528.0 million and 20.0% of the Loan Cap)), or (2) Availability on the date of such specified transaction or payment shall not be less than the greater of such amounts, and (3) the Fixed Charge Coverage Ratio, based on the most recently completed Test Period, shall not be less than 1.00 to 1.00; and

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(c) the Agent shall have received an Officer's Certificate from a financial officer of Lead Borrower certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby; provided that no such Officer's Certificate shall be required for any transaction made in reliance on the Payment Conditions with a value of less than $25.0 million.

"PBA" means the Pension Benefits Act (Ontario) or any other Canadian federal or provincial pension benefits standards legislation applicable to a Canadian Pension Plan.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions in respect of a pension plan that is not a Canadian Pension Plan.

"Perfection Certificate" means that certain Joint Perfection Certificate, to be dated as of the Closing Date, executed by the Loan Parties and delivered to the Agent and the Notes Collateral Agent.

"Permitted Acquisition" means any Acquisition in which the following conditions are satisfied:

(a) the Loan Parties shall have satisfied the Payment Conditions, and;

(b) if proceeds of an Advance are used to pay all or a portion of the consideration for such Acquisition, such Acquisition shall have been approved by the Board of Directors of the Person (or similar governing body if such Person is not a corporation) which is the subject of such Acquisition and such Person shall not have announced that it will oppose such Acquisition or shall not have commenced any action which alleges that such Acquisition shall violate applicable Law; and

(c) if proceeds of an Advance are used to pay all or a portion of the consideration for such Acquisition, after giving effect to such Acquisition, the Loan Parties, on a Consolidated basis, shall be Solvent.

"Permitted Discretion" means a determination made by the Agent in the exercise of its reasonable credit judgment (from the perspective of a secured asset-based revolving lender), exercised in good faith in accordance with customary business practices for comparable asset-based lending transactions.

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"Permitted Investments" means:

(1) any Investment in Holdings or any Restricted Subsidiary; provided that the aggregate amount of Investments by Loan Parties in Restricted Subsidiaries that are not Loan Parties in reliance on this clause (1) shall not exceed (when combined with Investments made by Loan Parties in Subsidiaries or Joint Ventures that are not (or do not become in connection with such transaction) Loan Parties in reliance on clauses (3), (21) and (22) of the definition of Permitted Investment) $100 million in the aggregate and $50 million in any Fiscal Year;

(2) any Investment in Cash Equivalents or Investment Grade Securities;

(3) any Permitted Acquisition; provided that the aggregate amount of Investments by Loan Parties in Restricted Subsidiaries that are not Loan Parties (or do not merge into or otherwise become a Loan Party in connection with such transaction) in reliance on this Clause (3) shall not exceed (when combined with Investments made by Loan Parties in Subsidiaries or Joint Ventures that are not (or do not become in connection with such transaction) Loan Parties in reliance on Clauses (1), (21) and (22) of the definition of Permitted Investment) $100 million in the aggregate and $50 million in any Fiscal Year;

(4) any Investment in securities or other assets not constituting Cash Equivalents and received in connection with any disposition of assets permitted by Section 7.02(d);

(5) any Investment existing on, or made pursuant to binding commitments existing on, the Effective Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Effective Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Effective Date or (y) as otherwise permitted under this Agreement;

(6) loans and advances to officers, directors, employees or consultants of Holdings or any of its Subsidiaries (i) in the ordinary course of business in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed $30 million at the time of Incurrence, (ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such Person's purchase of Equity Interests of Holdings or any direct or indirect parent of Holdings solely to the extent that the amount of such loans and advances shall be contributed to Holdings in cash as common equity;

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(7) any Investment acquired by Holdings or any Restricted Subsidiary (a) in exchange for any other Investment or accounts receivable held by Holdings or such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by Holdings or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default, or (c) as a result of a Bail-In Action with respect to any contractual counterparty of Holdings or any Restricted Subsidiary;

(8) Hedging Obligations permitted under Section 7.02(a)(ii)(10);

(9) [Reserved];

(10) additional Investments by Holdings or any Restricted Subsidiary having an aggregate Fair Market Value (as determined in good faith by Lead Borrower), taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding (and when combined with Restricted Payments made in reliance on Section 7.02(b)(9) and Investments in Joint Ventures in reliance on clause (21) of the definition of Permitted Investments), not to exceed the sum of (x) $100 million (and $50 million in any Fiscal Year) plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (10) is made in any Person that is not a Loan Party at the date of the making of such Investment and such Person becomes a Loan Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (10) for so long as such Person continues to be a Loan Party;

(11) loans and advances to officers, directors or employees for (i) business-related travel expenses, moving expenses and other similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice or (ii) to fund such Person's purchase of Equity Interests of Holdings or any direct or indirect parent of RYAM in an aggregate outstanding amount in the case of this clause (ii) not to exceed $5 million;

(12) Investments the payment for which consists of Equity Interests of Holdings (other than Disqualified Capital Stock) or any direct or indirect parent of Holdings, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under Section 7.02(b)(ii)(8);

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(13) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 7.02(e)(ii) (except transactions described in clauses (2), (4), (6), (8)(B) and (15) of Section 7.02(e)(ii));

(14) guarantees issued in accordance with Section 7.02(a) or Section 7.01(n) including, without limitation, any guarantee or other obligation issued or incurred under this Agreement in connection with any letter of credit issued for the account of Holdings or any of its Subsidiaries (including with respect to the issuance of, or payments in respect of drawings under, such letters of credit);

(15) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of contract rights or licenses or leases of intellectual property;

(16) Guarantees permitted under Section 7.02(a);

(17) [reserved];

(18) Investments of a Restricted Subsidiary acquired after the Effective Date or of an entity merged into, amalgamated with, or consolidated with Holdings or a Restricted Subsidiary in a transaction that is not prohibited by Section 7.02(h) after the Effective Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(19) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers;

(20) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of Holdings or the Restricted Subsidiaries;

(21) Investments in Joint Ventures having an aggregate Fair Market Value (as determined in good faith by Holdings), taken together with all other Investments made pursuant to this clause (21) that are at that time outstanding (and when combined with Restricted Payments made in reliance on Section 7.02(b)(9) and Investments made in reliance on clause (10) of the definition of Permitted Investments), not to exceed the sum of (x) $100 million (and $50 million in any Fiscal Year), plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the Fair Market Value each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that the aggregate amount of Investments by Loan Parties in Joint Ventures made in reliance on this clause (21) shall not exceed (when combined with Investments made by Loan Parties in Subsidiaries that are not (or do not become in connection with such transaction) Loan Parties in reliance on Clauses (1), (3) and (22) of the definition of Permitted Investment) $100 million in the aggregate and $50 million in any Fiscal Year; provided, however, that if any Investment pursuant to this clause (21) is made in any Person that is not a Loan Party at the date of the making of such Investment and such Person becomes a Loan Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (21) for so long as such Person continues to be a Loan Party;

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(22) any Investment in any Subsidiary of Holdings or any Joint Venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; provided that the aggregate amount of Investments made by Loan Parties in Subsidiaries or Joint Ventures that are not Loan Parties in reliance on this clause (22) shall not exceed (when combined with Investments made by Loan Parties in Subsidiaries that are not (or do not become in connection with such transaction) Loan Parties in reliance on clauses (1), (3) and (21) of the definition of Permitted Investment) $100 million in the aggregate and $50 million in any Fiscal Year;

(23) Guarantied Obligations of any Loan Party or any Restricted Subsidiary of leases or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(24) Investments in connection with the Incurrence of Indebtedness pursuant to Section 7.02(a)(ii)(29);

(25) Investments in Forestry Joint Ventures having an aggregate Fair Market Value (as determined in good faith by Holdings), taken together with all other Investments made pursuant to this clause (25) that are at that time outstanding, not to exceed (x) $10.0 million to be used at any time after the Closing Date solely for Investments in Forestry Joint Ventures, plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the Fair Market Value each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (25) is made in any Person that is not a Loan Party at the date of the making of such Investment and such Person becomes a Loan Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (25) for so long as such Person continues to be a Loan Party; and

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(26) the purchase of Equity Interests in each applicable Farm Credit Lender (or its designated affiliates) in accordance with each such Farm Credit Lender's applicable bylaws and capital plan; and

(27) subject to Pro Forma Compliance with the Payment Conditions, any other Investments.

"Permitted Liens" means, with respect to any Person:

(1) pledges, bonds or deposits and other Liens granted by such Person under workmen's compensation laws, unemployment or employment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. or Canadian government bonds to secure surety or appeal bonds, performance and return of money bonds, or deposits as security for contested Taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2) Liens imposed by law, such as landlords', carriers', warehousemen's, mechanics', materialmen's, repairmen's, construction or other like Liens securing obligations that are not overdue by more than 45 days or that are being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

(3) Liens for Taxes not yet overdue by more than 45 days, or that are being contested in good faith by appropriate proceedings, if adequate reserves with respect thereto have been provided in accordance with GAAP;

(4) deposits to secure performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit, bankers' acceptances or similar obligations (other than Indebtedness for borrowed money) issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey (or other mapping products) exceptions, minor encumbrances, trackage rights, special assessments, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, servicing agreements, development agreements, site plan agreements, other similar encumbrances and other matters of record incurred in the ordinary course of business and matters expressly set forth as an exception to the policies of title insurance, if any, obtained to insure the Lien or hypothec of each mortgage with respect to each of the mortgaged properties or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

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(6) (A)Liens on assets of a Subsidiary that is not a Loan Party securing Indebtedness of a Subsidiary that is not a Loan Party permitted to be Incurred pursuant to Section 7.02(a);

(B) Liens securing any Indebtedness permitted to be Incurred by this Agreement if, as of the date such Indebtedness was Incurred, and after giving pro forma effect thereto and the application of the net proceeds therefrom (but without netting the proceeds thereof), the Consolidated Secured Net Leverage Ratio of Holdings does not exceed 3.50 to 1.00; provided that (I) any Lien on the ABL Priority Collateral in reliance on this clause (6)(B) shall be junior to the Liens on the ABL Priority Collateral securing the Obligations pursuant to the ABL Intercreditor Agreement and/or a junior lien intercreditor agreement or collateral trust agreement reasonably satisfactory to Agent reflecting the junior-lien status of the Liens securing such Indebtedness as it relates to the ABL Priority Collateral, (II) the Indebtedness secured by such Liens shall not be secured by any property or assets of Holdings or any Restricted Subsidiary other than Collateral, (III) the final maturity date of any such Indebtedness shall be no earlier than the 91 days after the Termination Date, and (IV) none of the obligors or guarantors with respect to such Indebtedness shall be a Person that is not a Loan Party;

(C) Liens securing obligations in respect of Indebtedness permitted to be Incurred pursuant to clause (4), (14) (to the extent such guarantees are issued in respect of any Indebtedness), (16) or (29) (to the extent granted by Restricted Subsidiaries of Holdings that are organized and operating under the laws of France) of Section 7.02(a)(ii); provided that, in the case of clause (14) or (16) any Lien on the ABL Priority Collateral in reliance on this clause (6)(C) shall be junior to the Liens on the ABL Priority Collateral securing the Obligations pursuant to the ABL Intercreditor Agreement and/or a junior lien intercreditor agreement or collateral trust agreement reasonably satisfactory to Agent reflecting the junior-lien status of the Liens securing such Indebtedness as it relates to ABL Priority Collateral;

(D) [Reserved];

(E) Liens created pursuant to the Collateral Documents or otherwise securing the Obligations;

(7) Liens existing on the Effective Date (including the Liens securing the Canadian Financing on the Effective Date);

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(8) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to Section 7.02(a)(ii)(16)) are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to Section 7.02(a)(ii)(16)) may not extend to any other property owned by Holdings or any Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition); provided, further, that any Lien on assets that would otherwise be included in the Borrowing Base in reliance on this clause (8) shall be junior to the Liens on the ABL Priority Collateral securing the Obligations pursuant to the ABL Intercreditor Agreement and/or a junior lien intercreditor agreement or collateral trust agreement reasonably satisfactory to the Agent reflecting the junior-lien status of the Liens securing such Indebtedness as it relates to ABL Priority Collateral;

(9) Liens on assets or property at the time Holdings or a Restricted Subsidiary acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into Holdings or any Restricted Subsidiary; provided, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to Section 7.02(a)(ii)(16)) are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens (other than Liens to secure Indebtedness Incurred pursuant to Section 7.02(a)(ii)(16)) may not extend to any other property owned by Holdings or any Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition); provided, further, that any Lien on assets that would otherwise be included in the Borrowing Base in reliance on this clause (9) shall be junior to the Liens on the ABL Priority Collateral securing the Obligations pursuant to the ABL Intercreditor Agreement and/or a junior lien intercreditor agreement or collateral trust agreement reasonably satisfactory to Agent reflecting the junior-lien status of the Liens securing such Indebtedness as it relates to ABL Priority Collateral;

(10) [Reserved];

(11) Liens securing Hedging Obligations (and, for the avoidance of doubt, Swap Obligations) not incurred in violation of this Agreement;

(12) [Reserved];

(13) leases, subleases, licenses and sublicenses of real property which do not materially interfere with the ordinary conduct of the business of Holdings or any of the Restricted Subsidiaries;

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(14) Liens arising from Uniform Commercial Code financing statement filings (or equivalent filings including under the PPSA (including registrations of hypothecs) or similar personal property security laws) regarding operating leases or other obligations not constituting Indebtedness or in connection with any Permitted Supplier Receivables SalesSale Program;

(15) Liens in favor of Holdings or any Loan Party;

(16) [Reserved];

(17) pledges and deposits and other Liens made in the ordinary course of business to secure liability to insurance carriers;

(18) Liens on the Equity Interests of Unrestricted Subsidiaries;

(19) leases, subleases, licenses or sublicenses (including with respect to intellectual property) granted to others in the ordinary course of business;

(20) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6)(B), (6)(C), (7), (8), (9), (11), (15), (25), (35) and (38) of this definition; provided, however, that (x) such new Lien shall be limited to all or part of the same property (including any after acquired property to the extent it would have been subject to the original Lien) that secured the original Lien (plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and any other assets pursuant to the after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being refinanced, refunded, extended, renewed or replaced), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted value, if applicable) or, if greater, committed amount of the applicable Indebtedness described under clauses (6)(B), (6)(C), (7), (8), (9), (11), (15), (25), (35) and (38) at the time the original Lien became a Permitted Lien under this Agreement and, in the case of any Lien on Collateral, shall not have a greater priority level with respect to Liens securing the Obligations than the Liens securing the Indebtedness so refinanced, refunded, extended, renewed or replaced, (B) unpaid accrued interest and premiums (including tender premiums), and (C) an amount necessary to pay any underwriting discounts, defeasance costs, commissions, fees and expenses related to such refinancing, refunding, extension, renewal or replacement; provided, further, however, that (X) in the case of any Liens to secure any refinancing, refunding, extension or renewal of Indebtedness secured by a Lien referred to in clause (6)(B), the principal amount of any Indebtedness Incurred for such refinancing, refunding, extension or renewal shall be deemed secured by a Lien under clause (6)(B) and not this clause (20) for purposes of determining the principal amount of Indebtedness outstanding under clause (6)(B) and (Y) in the case of Liens to secure any refinancing, refunding, extension or renewal of Indebtedness secured by a Lien referred to in clause (6)(B), (8), (9) or (15), such new Lien shall have priority equal to or more junior than the Lien securing such refinanced, refunded, extended or renewed Indebtedness;

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(21) except to the extent the applicable equipment constitutes ABL Priority Collateral, Liens on equipment of Holdings or any Restricted Subsidiary granted in the ordinary course of business to Holdings' or such Restricted Subsidiary's client at which such equipment is located;

(22) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(23) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into in the ordinary course of business;

(24) Liens incurred to secure Bank Products or to implement cash pooling arrangements in the ordinary course of business;

(25) Liens incurred to secure Junior Indebtedness in an amount not to exceed the then available incremental capacity described in 2.06(b);

(26) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement securing obligations of such joint venture or pursuant to any joint venture or similar agreement;

(27) any amounts held by a trustee in the funds and accounts under any indenture issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture pursuant to customary discharge, redemption or defeasance provisions;

(28) Liens (i) arising by virtue of any statutory or common law provisions relating to banker's Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business or (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(29) Liens in connection with the ground lease for the Fernandina Cogeneration Project, the ground lease to LignoTech Florida, the ground lease to Eight Flags and the ground lease to and operating agreement with Coast Chips Inc., in each case, that are in existence on the Effective Date;

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(30) Liens disclosed by the title commitments or title insurance policies delivered pursuant to the 2026 Notes Indenture, the Term Loan Credit Agreement and each Specified Debt Agreement and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted under this Agreement;

(31) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers, suppliers or service providers of Holdings or any Restricted Subsidiary in the ordinary course of business;

(32) in the case of real property that constitutes a leasehold or subleasehold interest, (x) any Lien to which the fee simple interest (or any superior leasehold interest) is or may become subject and any subordination of such leasehold or subleasehold interest to any such Lien in accordance with the terms and provisions of the applicable leasehold or subleasehold documents, and (y) any right of first refusal, right of first negotiation or right of first offer which is granted to the lessor or sublessor;

(33) statutory liens in favor of a Farm Credit Lender or its Affiliate pursuant to the Farm Credit Act of 1971 (as may be amended from time to time) on all Farm Credit Equities of such Farm Credit Lender or its Affiliate that any Loan Party may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Lender's (or its Affiliate's) sole and exclusive benefit;

(34) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (4) of the definition thereof;

(35) Liens on the Collateral securing the 2026 Notes and the related guarantees thereof and the guarantees of the Specified Debt and RYAM's obligations under, and the related guarantees of, the Specified Intercompany Loan;

(36) Liens securing insurance premium financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums;

(37) [Reserved]; and

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(38) other Liens securing obligations the outstanding principal amount of which does not, taken together with the principal amount of all other obligations secured by Liens incurred under this clause (38) that are at that time outstanding, exceed the greater of $87.5 million and 3.5% of Total Assets at the time of incurrence; provided that (I) any Lien on the ABL Priority Collateral in reliance on this clause (38) shall be junior to the Liens on the ABL Priority Collateral securing the Obligations pursuant to the ABL Intercreditor Agreement and/or a junior lien intercreditor agreement or collateral trust agreement reasonably satisfactory to Agent reflecting the junior-lien status of the Liens securing such Indebtedness as it relates to the ABL Priority Collateral and (II) any such Liens on any Notes Priority Collateral must be secured on a pari passu or junior basis to the 2026 Notes, the Term Loans, the guarantees of the Specified Debt and RYAM's obligations under, and the related guarantees of, the Specified Intercompany Loan (in each case, to the extent then outstanding) and, if such Indebtedness is secured by Notes Priority Collateral or Term Loan Priority Collateral, as applicable, on a pari passu basis with the 2026 Notes, the Term Loans, the guarantees of the Specified Debt and RYAM's obligations under, and the related guarantees of, the Specified Intercompany Loan, the representative in respect of such obligations must enter into either (A) must enter into the ABL Intercreditor Agreement or (B) a joinder to the security documents in respect of, as applicable, (x) the Term Loans or (y) the 2026 Notes, the guarantees of the Specified Debt and RYAM's obligations under, and the related guarantees of, the Specified Intercompany Loan (in form reasonably satisfactory to Agent), and if such Indebtedness is secured by Notes Priority Collateral or Term Loan Priority Collateral, as applicable, on a junior basis to the 2026 Notes or Term Loans, the representative in respect of such obligations must enter into a junior lien intercreditor agreement or collateral trust agreement reasonably satisfactory to Agent reflecting the junior-lien status of the Liens securing such Indebtedness as it relates to the 2026 Notes, the Term Loans, the guarantees of the Specified Debt and RYAM's obligations under, and the related guarantees of, the Specified Intercompany Loan (in each case, to the extent then outstanding).

"Permitted Overadvance" means an Overadvance made by the Agent, in its discretion, which:

(a) is made to maintain, protect or preserve the Collateral and/or the Secured Parties' rights under the Loan Documents or which is otherwise for the benefit of the Secured Parties;

(b) is made to enhance the likelihood of, or to maximize the amount of, repayment of any Obligation;

(c) is made to pay any other amount chargeable to any Loan Party hereunder; and

(d) together with all other Permitted Overadvances then outstanding, shall not (i) exceed ten percent (10%) of the Borrowing Base at any time and (ii) remain outstanding for more than forty-five (45) consecutive Business Days, unless in each case, the Majority Lenders otherwise agree;

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provided, however, that the foregoing shall not (i) modify or abrogate any of the provisions of Section 2.04 regarding the Lenders' obligations with respect to Letters of Credit or Section 2.04 regarding the Lenders' obligations with respect to Swing Line Loans, or (ii) result in any claim or liability against the Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances and such Unintentional Overadvances shall not reduce the amount of Permitted Overadvances allowed hereunder; and provided, further, that in no event shall the Agent make an Overadvance, if after giving effect thereto, the principal amount of the Credit Extensions would exceed the Aggregate Commitments (as in effect prior to any termination of the Commitments pursuant to Section 2.06(b)).

"Permitted Supplier Receivables Sale Program" means any supplier or vendor financing arrangement, transaction, or similar program that is entered into for the purpose of facilitating the sale or financing by any Loan Party of Receivables Assets or interests therein, so long as (a) no Default or Event of Default has occurred and is continuing, or would result from such sale or financing, (b) each such sale or financing is for cash which is paid substantially concurrently with such sale or financing and (c) following such sale or financing, other than pursuant to those non-recourse exceptions which are customary in such accounts receivable sales programs (as determined reasonably and in good faith by Borrower in consultation with the Agent), (i) no purchaser or other third-party financial institution shall have any recourse to any Loan Party or any of their respective Subsidiaries in connection with such sale or financing (or other related arrangement), and (ii) no Loan Party nor any Subsidiary of any Loan Party shall guarantee any liabilities or obligations with respect to such sale, financing or other related arrangement (including, without limitation, any guarantee, surety or other credit support for any of the obligations owed by any customer of any Loan Party or any of its Subsidiaries to such third-party financial institution under any sale or other financing arrangement); provided, that the aggregate amount of all Receivables Assets or interests therein sold, financed, or otherwise transferred under all Permitted Supplier Receivables Sale Programs, as such amount may be reduced from time to time by all cash payments advanced to Loan Parties (and all commissions, discounts, yield and other fees and charges relating thereto) in connection therewith, shall not exceed $20,000,000 at any time.

"Person" means an individual, partnership, limited liability company, unlimited liability company, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

"Plan" means an employee benefit plan (other than a Multiemployer Plan) maintained by a Loan Party or any ERISA Affiliate for its employees and subject to Title IV of ERISA which, for greater certainty, does not include a Canadian Pension Plan.

"PNC Bank" means PNC Bank, National Association.

"PPSA" means the Personal Property Security Act (Ontario) (or any successor statute) or similar legislation (including the Civil Code of Quebec) of any other Canadian jurisdiction the laws of which are required by such legislation to be applied in connection with the issue, perfection, effect of perfection, enforcement, enforceability, opposability, validity or effect of security interests or other applicable Lien.

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"Preferred Stock" means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

"Pro Forma Compliance" means, with respect to any determination for any period and any transaction, that such determination shall be made by giving pro forma effect to each such transaction, as if each such transaction had been consummated on the first day of such period, based on, in the case of determinations made in reliance on pro-forma financial statement calculations only, historical results accounted for in accordance with GAAP and, to the extent applicable, reasonable assumptions that are specified in detail in the relevant compliance certificate, financial statement or other document provided to Agent or any Lender in connection herewith (which shall be prepared by Holdings in good faith (subject to the approval of the Agent, not to be unreasonably withheld, conditioned or delayed)) and for such purposes historical financial statements shall be recalculated as if such transaction had been consummated at the beginning of the applicable period, and any Indebtedness or other liabilities to be incurred, assumed or repaid had been incurred, assumed or repaid at the beginning of such period (and assuming that such Indebtedness to be incurred bears interest during any portion of the applicable measurement period prior to the relevant transaction at the weighted average of the interest rates applicable to such Indebtedness incurred during such period).

"Real Estate" means all Leases and all land, together with the buildings, structures, parking areas, and other improvements thereon, now or hereafter owned by any Loan Party, including all easements, rights-of-way, and similar rights relating thereto and all leases, tenancies, and occupancies thereof.

"Receivable Reserves" means, as of any date of determination, those reserves that the Agent deems necessary or appropriate, in its Permitted Discretion after consultation with the Lead Borrower, to establish and maintain (including Dilution Reserves, Insured Dilution Reserves and reserves for rebates, discounts, warranty claims, and returns) with respect to Eligible Accounts, Eligible Foreign Accounts, Eligible Credit Insurance-Backed Foreign Accounts and Eligible Letter of Credit-Backed Foreign Accounts.

"Receivables Assets" means Accounts and related assets and property from time to time originated, acquired or otherwise owned by Holdings or any Subsidiary.

"Recipient" has the meaning specified in Section 10.11.

"Refinancing" means the repayment in full of all outstanding indebtedness and the termination of all commitments under that certain Amended and Restated Credit Agreement, dated as of November 17, 2017 (as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of September 30, 2019 and the Second Amendment to Amended and Restated Credit Agreement, dated as of June 5, 2020, and as further amended, supplemented or otherwise modified and in effect immediately prior to the Closing Date), among Lead Borrower and Rayonier Performance Fibers, LLC, as borrowers, Holdings, the subsidiary loan parties from time to time party thereto, the lenders from time to time party thereto and Bank of America, as administrative agent and collateral agent (the "Existing Credit Agreement"), and the cash collateralization, rollover or backstopping (in a manner reasonably satisfactory to the issuing bank thereof) of all letters of credit issued and outstanding under, and the release of all Liens (or delivery of a customary payoff letter providing for such release and adequate provision having been made for such release) and guarantees in respect of, the Existing Credit Agreement.

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"Refinancing Indebtedness" has the meaning specified in Section 7.02(a)(ii)(15).

"Refunding Capital Stock" has the meaning specified in Section 7.02(b)(ii)(2).

"Register" has the meaning specified in Section 10.07(c).

"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person's Affiliates.

"Release Date" means the date on which (a) the Aggregate Commitments shall have been terminated, (b) the principal of and interest on each Loan, all fees and all other outstanding Obligations shall have been paid in full (other than in respect of contingent indemnification and expense reimbursement claims not then due) and (c) all Letters of Credit (other than those that have been Cash Collateralized in an amount equal to 103% of the face amount of such Letters of Credit) have been cancelled or have expired and all amounts drawn or paid thereunder have been reimbursed in full.

"Request for Credit Extension" means (a) with respect to a Borrowing, conversion or continuation of Revolving Credit Advances, a Committed Advance Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Advance, a Swing Line Advance Notice.

"Requirements of Law" means, with respect to any Person, all laws, constitutions, statutes, ordinances, rules and regulations, all orders, writs, decrees, injunctions, judgments, determinations, and awards of an arbitrator, a court or any other Governmental Authority, and all Governmental Authorizations, binding upon or applicable to such Person or to any of its properties, assets or businesses.

"Rescindable Amount" has the meaning as defined in Section 4.01(c).

"Reserves" means, without duplication, as of any date of determination, all Inventory Reserves and Availability Reserves.

"Resolution Authority" means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

"Responsible Officer" means, with respect to any certificate, report or notice to be delivered or given hereunder, unless the context otherwise requires, the president, chief executive officer, chief financial officer or treasurer of the Holdings or Lead Borrower or other executive officer of Holdings or Lead Borrower who in the normal performance of his or her operational duties would have knowledge of the subject matter relating to such certificate, report or notice and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Agent.

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"Restricted Cash" means cash and Cash Equivalents held by Holdings and the Restricted Subsidiaries that would appear as "restricted" on a consolidated balance sheet of Holdings or any of the Restricted Subsidiaries.

"Restricted Investment" means any Investment that is not a Permitted Investment.

"Restricted Payments" has the meaning specified in Section 7.02(b)(i).

"Restricted Subsidiary" means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless the context otherwise requires, the term "Restricted Subsidiary" shall mean a Restricted Subsidiary of Holdings. Each Loan Party shall constitute a Restricted Subsidiary.

"Retired Capital Stock" has the meaning specified in Section 7.02(b)(ii)(2).

"Revaluation Date" means, with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit denominated in an Alternative Currency having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by an Issuing Bank under any Letter of Credit denominated in an Alternative Currency, and (iv) to the extent warranted by circumstances, such additional dates as the Agent or the Issuing Banks shall reasonably determine or the Majority Lenders shall reasonably require.

"Revolving Credit Advance" means an advance by a Lender to any Borrower under Section 2.01(a) (including, for the avoidance of doubt, the 2024 Revolving Credit Advances).

"Revolving Credit Borrowing" means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type and, in the case of Term SOFR Loans, having the same Interest Period.

"Revolving Credit Commitment" means, as to each Lender, its obligation to (a) make Revolving Credit Advances to the Borrowers pursuant to Section 2.01(a), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Advances, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 1.01A under the caption "Revolving Credit Commitment" (which, for the avoidance of doubt, includes such Lender's 2024 Revolving Credit Commitment) or in the Assignment and Acceptance pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

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"Revolving Credit Facility" means, at any time, the aggregate amount of the Lenders' Revolving Credit Commitments (including, for the avoidance of doubt, such Lender's 2024 Revolving Credit Commitment) at such time.

"S&P" means S&P Global Ratings, a Standard & Poor's Financial Services LLC business, and any successor thereto.

"Sales Credit Policies" means the policies in effect from time to time with respect to credit accorded in the ordinary course of business to customers of the Loan Parties in such Loan Parties' reasonable prudent business judgment.

"Sale/Leaseback Transaction" means an arrangement relating to property now owned or hereafter acquired by Holdings or a Restricted Subsidiary whereby Holdings or such Restricted Subsidiary transfers such property to a Person and Holdings or such Restricted Subsidiary leases it from such Person, other than leases between any of Holdings and a Restricted Subsidiary or between Restricted Subsidiaries.

"Same Day Funds" means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Agent or the applicable Issuing Bank, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

"Sanctioned Country" means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (as of the Effective Date, Crimea, Cuba, Iran, North Korea and Syria).

"Sanctioned Entity" means (a) an agency of the government of or (b) an organization directly or indirectly controlled by, a country that is subject to a sanctions program identified on the most current list maintained and published by the United States Government (including OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any member state of the European Union, Her Majesty's Treasury ("HMT") or the Canadian Government (collectively, "Sanctions").

"Sanctioned Person" means (a) a person named on the most current list of Specially Designated Nationals or Blocked Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union, any member state of the European Union, or on HMT's Consolidated List of Financial Sanctions Targets, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.

"Sanctions" has the meaning assigned to such term in the definition of "Sanctioned Entity".

"Scheduled Unavailability Date" has the meaning assigned to such term in Section 2.09(b)(ii).

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"SEC" means the United States Securities and Exchange Commission or any Governmental Authority succeeding to, or exercising any, of its principal functions.

"Secured Hedge Agreement" means any Swap Contract by and between Holdings or any of its Subsidiaries and any Hedge Bank.

"Secured Hedging Obligations" means the obligations of Holdings or any of its Subsidiaries arising under any Secured Hedge Agreement.

"Secured Indebtedness" means any Consolidated Total Indebtedness secured by a Lien.

"Secured Parties" means, collectively, the Agent, the Lenders, the Issuing Banks, the Swing Line Lender, any Cash Management Bank that is party to a Bank Product Document, any Hedge Bank that is a party to a Secured Hedge Agreement and any Supply Chain Bank that is a party to a Secured Supply Chain Financing.

"Secured Supply Chain Financing" means any Supply Chain Financing that is entered into by and between Holdings or any Subsidiary and any Supply Chain Bank, including any such Supply Chain Financing that is in effect on the Effective Date.

"Senior Debt" means the 2024 Notes, the 2026 Notes, the Term Loans and the Specified Debt.

"Senior Debt Documents" means the 2024 Notes Indenture, the 2026 Notes Indenture, the Term Loan Credit Agreement and each Specified Debt Agreement.

"Senior Representative" means, with respect to any Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

"Significant Subsidiary" means any Restricted Subsidiary that would be a "Significant Subsidiary" within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC (or any successor provisions).

"Similar Business" has the meaning specified in Section 7.02(f).

"SOFR" means the Secured Overnight Financing Rate as administered by the SOFR Administrator.

"SOFR Adjustment" means 0.10% (10 basis points).

"SOFR Administrator" means the Federal Reserve Bank of New York, as the administrator of SOFR, or any successor administrator of SOFR designated by the Federal Reserve Bank of New York or other Person acting as the SOFR Administrator at such time that is satisfactory to the Agent.

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"SOFR Rate Day" has the meaning specified in the definition of "Daily Simple SOFR".

"Solvent" means, with respect to any Person organized under the laws of the United States, or any state thereof, or Canada, or any province or territory thereof, on a particular date, that on such date (a) the fair value of the assets of such Person, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of such Person; (b) the present fair saleable value of the property of such Person will be greater than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) such Person will be able to pay its debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; (d) such Person will not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are conducted on such date and are proposed to be conducted after such date and (e) with respect to any such Person organized under the laws of Canada or any province or territory thereof, such Person is not an "insolvent person" as such term is defined in the BIA.

"Specified Country" means the United Kingdom, Norway, Switzerland, Japan, Singapore, Australia, New Zealand, and any country that was a member of the European Union prior to May 1, 2004.

"Specified Debt" means each of:

(i) the indebtedness incurred by any Foreign Subsidiary (other than a Subsidiary incorporated or otherwise organized under the laws of Canada or any province or territory thereof) on or after the Amendment No. 2 Effective Date (the "Third Party Specified Debt") to the extent that (1) such indebtedness is incurred on or prior to September 30, 2023 in an aggregate principal amount not to exceed $250,000,000, (2) such indebtedness shall have a stated maturity no earlier than the date that is 91 days after the Original Maturity Date (as defined in this Agreement prior to giving effect to Amendment No. 3), (3) such indebtedness is not guaranteed by, or secured by the assets of, any person other than a Loan Party (other than, for the avoidance of doubt, the Foreign Subsidiary borrower thereof), (4) the guarantees of such indebtedness are Future Notes Indebtedness (as defined in the ABL Intercreditor Agreement) and subject to the provisions of the ABL Intercreditor Agreement, (5) such indebtedness is subject in all material respects to the same terms and covenants as those set forth in the draft documentation reviewed by Bank of America on July 19, 2023 and (6) substantially concurrently with (or prior to) the incurrence of such indebtedness, the Lead Borrower has delivered an unconditional notice of redemption in accordance with the terms of the 2024 Notes Indenture providing for the redemption of (or the Lead Borrower has satisfied and discharged its obligations in respect of) all of the 2024 Notes outstanding; and

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(ii) the intercompany loan made by the borrower of the Third Party Specified Debt to a Loan Party (the "Specified Intercompany Loan"), to the extent that (1) the economic terms (including as to interest rate, maturity and amortization, if any) are substantially similar to the Third Party Specified Debt (subject to any local law requirements), (2) such indebtedness is not guaranteed by, or secured by the assets of, any person other than a Loan Party, (3) such indebtedness is Future Notes Indebtedness (as defined in the ABL Intercreditor Agreement) and subject to the provisions of the ABL Intercreditor Agreement, (4) such indebtedness is subject in all material respects to the same terms and covenants as those set forth in the draft documentation reviewed by Bank of America on July 19, 2023 and (5) substantially concurrently with (or prior to) the incurrence of such indebtedness, the Lead Borrower has delivered an unconditional notice of redemption in accordance with the terms of the 2024 Notes Indenture providing for the redemption (or the Lead Borrower has satisfied and discharged its obligations in respect of) all of the 2024 Notes outstanding.

"Specified Debt Agreement" means the indentures, credit agreements, notes or other instruments governing the Specified Debt, to be entered into at the time of incurrence of the Specified Debt.

"Spot Rate" for a currency means the rate determined by the Agent or an Issuing Bank, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Agent or such Issuing Bank may obtain such spot rate from another financial institution designated by the Agent or such Issuing Bank if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided, further, that such Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

"Standby Letter of Credit" means a letter of credit or other credit support instrument issued for the benefit of a Person party to a contractual arrangement with Holdings or any of its Subsidiaries as credit support for the obligations of Holdings or such Subsidiary thereunder.

"Subsidiary" means, with respect to any Person, any corporation, partnership, trust or other Person of which more than 50% of the outstanding capital stock (or similar property right in the case of partnerships and trusts and other Persons) having ordinary voting power to elect a majority of the Board of Directors of such corporation (or similar governing body or Person with respect to partnerships and trusts and other Persons) (irrespective of whether or not at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person. Unless the context otherwise requires, the term "Subsidiary" shall mean a Subsidiary of Holdings.

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"Successor Rate" has the meaning specified in Section 2.09(b).

"Supply Chain Bank" means any Person counterparty to a Supply Chain Financing who is (x) Bank of America or any Affiliate or branch of Bank of America, or (y) any other Lender or any Affiliate or branch of such Lender so long as, in the case of this clause (y), Holdings and the applicable Lender (or its Affiliate or branch) shall have delivered a notice thereof to the Agent.

"Supply Chain Financing" means any agreement to provide to Holdings or any Subsidiary (x) letters of credit, guarantees or other credit support provided in respect of trade payables of Holdings or any Subsidiary, in each case issued for the benefit of any bank, financial institution or other person that has acquired such trade payables pursuant to "supply chain" or other similar financing for vendors and suppliers of Holdings or any Subsidiaries, so long as (i) other than in the case of Secured Supply Chain Financings, such arrangement is unsecured (except as otherwise permitted herein), (ii) the terms of such trade payables shall not have been extended in connection with the Supply Chain Financing and (iii) such Indebtedness represents amounts not in excess of those which Holdings or any of its Subsidiaries would otherwise have been obligated to pay to its vendor or supplier in respect of the applicable trade payables, (y) customary leasing finance arrangements or (z) any arrangement pursuant to which a Supply Chain Bank acquires payables owed by Holdings or any of its Subsidiaries to its vendor or supplier.

"Swap Contract" means (a) any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, cross-currency hedges, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Borrowers or any of their respective Subsidiaries shall be a "Swap Agreement" and (b) any agreement with respect to any transactions (together with any related confirmations) which are subject to the terms and conditions of, or are governed by, any master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other similar master agreement.

"Swap Obligation" means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a "swap" within the meaning of section 1(a)(47) of the Commodity Exchange Act.

"Swing Line" means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.03.

"Swing Line Advance" means an advance made available by the Swing Line Lender pursuant to Section 2.03(a). Swing Line Advances shall be denominated in Dollars.

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"Swing Line Advance Notice" means a notice of a Swing Line Borrowing pursuant to Section 2.03(b), which if in writing, shall be substantially in the form of Exhibit A-2 or such other form as approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

"Swing Line Borrowing" means a borrowing of a Swing Line Advance pursuant to Section 2.03.

"Swing Line Lender" means Bank of America, including any of its Affiliates and branches, in its capacity as provider of Swing Line Advances.

"Swing Line Sublimit" means an amount equal to the lesser of (a) $20,000,000 and (b) the Revolving Credit Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.

"Tax Distributions" means any distributions described in Section 7.02(b)(ii)(11).

"Tax Group" has the meaning specified in Section 7.02(b)(ii)(11).

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

"Temiscaming High-Yield Pulp & Paperboard Asset" means the Temiscaming paperboard and high-yield pulp plant and other assets related thereto located in Canada.

"Term Loan Collateral" has the meaning specified in the ABL Intercreditor Agreement.

"Term Loans" means the loans advanced by the lenders under the Term Loan Credit Agreement, pursuant to the Term Loan Credit Agreement.

"Term Loan Agent" means Alter Domus (US) LLC (or its successor or assignee), as administrative agent and collateral agent under the Term Loan Credit Agreement.

"Term Loan Credit Agreement" means that certain Term Loan Credit Agreement, dated as of October 28, 2024, among the Lead Borrower, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, and the Term Loan Agent, as administrative agent and collateral agent.

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"Term SOFR" means:

(a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day;

provided that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than 0.25%, the Term SOFR shall be deemed 0.25% for purposes of this Agreement.

"Term SOFR Advance" or "Term SOFR Loan" means an Advance that bears interest at a rate based on clause (a) of the definition of Term SOFR.

"Term SOFR Screen Rate" means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Agent in its reasonable discretion) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be reasonably designated by the Agent from time to time).

"Termination Date" means the earlier of (x) the fifth anniversary of the ClosingAmendment No. 3 Effective Date (the "OriginalStated Maturity Date") and (y) the date that is 121 days prior to the earliest stated maturity date of (i) any series of Senior Debt, (ii) Indebtedness in respect of any Canadian Financing with a maturity date prior to the date that is 121 days after the OriginalStated Maturity Date, (iii) any Indebtedness Incurred under Section 7.02(a)(ii)(12) and/or (iv) any refinancing debt in respect of the foregoing with a maturity date prior to the date that is 121 days after the OriginalStated Maturity Date (but solely to the extent the applicable debt described in the foregoing clauses (i) through (iv) is outstanding on such date that is 121 days prior to the stated maturity date thereof); provided that if the aggregate principal amount of all such Indebtedness with a maturity date prior to the date that is 121 days after the OriginalStated Maturity Date, taken together, does not exceed $30.0 million (in the case of the Canadian Financing, determined based on the Spot Rate as in effect on the Effective Date), the Agent shall instead impose a Reserve against the Loan Cap in the outstanding amount of such Indebtedness for so long as it remains outstanding and the Termination Date shall be the OriginalStated Maturity Date, or, in each case, the earlier date of termination in whole of the Commitments pursuant to Section 2.06(a) or 8.01; provided further that the Agent shall not impose any such Reserve in respect of any Canadian Financing (or any refinancing debt in respect thereof) so long as (1) no Revolving Credit Advances shall be outstanding while such Indebtedness remains outstanding and (2) the amount of cash and Cash Equivalents of Holdings and its Subsidiaries exceeds the outstanding principal amount of any such Canadian Financing).

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"Test Period" means, as of any date of determination, the most recently completed four Fiscal Quarters of the Loan Parties ended on or prior to such time (taken as one accounting period) for which financial statements (and the related compliance certificate) have been delivered (or are required to have been delivered) to the Agent.

"Total Assets" means, as of any date of determination, the consolidated assets of the Holdings and its Subsidiaries at the end of the Fiscal Quarter immediately preceding such date, determined in accordance with GAAP, calculated on a pro forma basis after giving effect to any subsequent acquisition or Disposition of a Person or business.

"Total Leverage Ratio" means, with respect to any Person, at any date, the ratio of (i) Consolidated Funded Debt of such Person and its Restricted Subsidiaries as of such date of calculation, less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) Consolidated EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred.

"Total Revenues" means, as of any date of determination, the consolidated revenue of the Holdings and its Subsidiaries at the end of the Fiscal Quarter immediately preceding such date, determined in accordance with GAAP, calculated on a pro forma basis after giving effect to any subsequent acquisition or Disposition of a Person or business.

"Total Revolving Credit Outstandings" means the aggregate Outstanding Amount of all Advances and L/C Obligations.

"Trade Letter of Credit" means a direct-pay sight trade or documentary letter of credit issued for the benefit of a vendor in connection with the purchase of goods by the Holdings or any of its Subsidiaries in the ordinary course of business.

"Trademarks" has the meaning specified in the applicable Collateral Documents.

"Transactions" means (A) the issuance and sale of the 2026 Notes on the Closing Date, (B) the consummation of the Refinancing on the Closing Date, (C) the entry into this Agreement on the Effective Date and the incurrence of indebtedness pursuant to this Agreement on and after the Closing Date and (D) the payment of fees and expenses in connection with the foregoing.

"Type" refers to the distinction among Advances bearing interest at the Base Rate and Advances bearing interest at Term SOFR.

"UCC" means the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of New York; provided, that to the extent that the UCC is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern; provided, further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, publication or priority of, or remedies with respect to, Agent's or any Lender's Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in another State other than the State of New York, the term "UCC" means the Uniform Commercial Code in such other State.

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"UK Financial Institution" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to 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" means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution

"Unfinanced Capital Expenditures" means for any period, Capital Expenditures of Holdings and its Restricted Subsidiaries made in cash during such period, except to the extent financed with the proceeds of Capital Lease Obligations or other Indebtedness (other than Advances incurred hereunder), common Capital Stock or Disqualified Capital Stock, casualty proceeds, condemnation proceeds or other proceeds that would not be included in EBITDA (including government grants), less cash received from the sale of any fixed assets of Holdings and its Restricted Subsidiaries (including, without limitation, assets of the type that may constitute Equipment hereunder) during such period; provided that the aggregate amount of Unfinanced Capital Expenditures during such period may not be less than zero.

"Unintentional Overadvance" means an Overadvance which, to the Agent's knowledge, did not constitute an Overadvance when made but which has become an Overadvance resulting from changed circumstances beyond the control of the Lenders, including, without limitation, a reduction in the Appraised Value of property or assets included in the Borrowing Base or misrepresentation by the Loan Parties.

"United States Person" means any Person that is a "United States Person" as defined in Section 7701(a)(30) of the Code.

"United States Tax Compliance Certificate" has the meaning specified in Section 4.02(e)(ii)(B)(III).

"Unreimbursed Amount" has the meaning specified in Section 2.04(c)(i).

"Unrestricted Subsidiary" means:

(1) any Subsidiary of Holdings that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of Holdings in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary.

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Holdings may designate any Subsidiary of Holdings (including any newly acquired or newly formed Subsidiary of Holdings) to be an Unrestricted Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Holdings or any other Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of Holdings or any of the Restricted Subsidiaries unless otherwise permitted under Section 7.02(b); provided, further, however, that either:

(a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or

(b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 7.02(b).

Holdings may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation, Holdings shall be in Pro Forma Compliance with the Payment Conditions.

In no event may a Borrower or any Subsidiary that is a "Restricted Subsidiary" under (and as defined in) any Senior Debt Document be designated an Unrestricted Subsidiary. As of the Effective Date, no entity is an Unrestricted Subsidiary.

"Unused Commitment Fee Rate" means 0.375% per annum.

"U.S. Collateral" means the Collateral owned by (or, in the event such Collateral has been foreclosed upon, immediately prior to such foreclosure that was owned by) a U.S. Loan Party.

"U.S. Dominion Account" means a special concentration account established by Holdings at an Affiliate or branch of the Agent in the United States, over which the Agent has exclusive control for withdrawal purposes pursuant to the terms and provisions of this Agreement and the other Loan Documents.

"U.S. Government Securities Business Day" means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

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"U.S. Guarantor" means each Guarantor that is a Domestic Subsidiary.

"U.S. Guaranty" means the guarantee of the Obligations of each Loan Party hereunder by the U.S. Loan Parties in Article III hereunder or in a supplemental guarantee in accordance with Section 7.01(n) of this Agreement.

"U.S. Loan Party" means each Borrower and each U.S. Guarantor.

"U.S. Security Agreement" means that certain Security Agreement, to be dated as of the Closing Date, made by the Loan Parties party thereto in favor of the Agent, on behalf of the Agent, and the Secured Parties, as amended, restated, supplemented or otherwise modified from time to time.

"Voting Participant" has the meaning specified in Section 10.07(i).

"Voting Participant Notification" has the meaning specified in Section 10.07(i).

"Weekly Borrowing Base Delivery Event" means either (i) the occurrence and continuance of any Event of Default, or (ii) the failure of the Borrowers to maintain Availability at least equal to the greater of (a) 17.5% of the Loan Cap, and (b) $30.026.25 million. For purposes of this Agreement, the occurrence of a Weekly Borrowing Base Delivery Event shall be deemed continuing (i) so long as such Event of Default exists, and/or (ii) if the Weekly Borrowing Base Delivery Event arises as a result of the Borrowers' failure to achieve Availability as required hereunder, until Availability has exceeded the greater of (x) 17.5% of the Loan Cap, and (y) $30.026.25 million for thirty (30) consecutive calendar days, in which case a Weekly Borrowing Base Delivery Event shall no longer be deemed to be continuing for purposes of this Agreement. The termination of a Weekly Borrowing Base Delivery Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Weekly Borrowing Base Delivery Event in the event that the conditions set forth in this definition again arise.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness or Disqualified Capital Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Capital Stock or Preferred Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

"Wholly Owned Restricted Subsidiary" means any Wholly Owned Subsidiary that is a Restricted Subsidiary.

"Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares or shares required pursuant to applicable Law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

"Withdrawal Liability" has the meaning specified in Part I of Subtitle E of Title IV of ERISA.

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"Write-Down and Conversion Powers" means, (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.

Section 1.02 Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding".

Section 1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP as in effect from time to time, except as otherwise specifically prescribed herein.

(b) Changes in GAAP. Notwithstanding any change in GAAP occurring after the Effective Date, the computations of all financial ratios and requirements set forth in any Loan Document shall continue to be computed in accordance with GAAP prior to such change therein.

Section 1.04 Exchange Rates; Currency Equivalents; Ratio and Basket Calculations. (a) The applicable Issuing Banks shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Letters of Credit denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Agent or the applicable Issuing Bank, as applicable, absent manifest error.

(b) Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Letter of Credit is denominated in an Alternative Currency, unless otherwise expressed in this Agreement, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the applicable Issuing Bank.

(c) For purposes of determining the Borrowing Base (and each component thereof), the Borrowers shall report (i) asset values with respect to any asset included in the Borrowing Base in the currency shown in the Borrowers' financial records or invoiced by the Borrowers, as applicable, for such asset, (ii) any Inventory Reserves with respect to any item of Inventory in the currency in which the asset value for such item of Inventory is reported pursuant to clause (i) above, and (iii) any Availability Reserve in the currency of the underlying claims, liabilities or obligations giving rise to such Availability Reserve.

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(d) Notwithstanding the foregoing, for purposes of determining compliance with any covenant in Article VII, (i) with respect to any Indebtedness, Lien, Investment, Restricted Payment, Disposition, acquisition, transaction with Affiliates or payment or other distribution of or in respect of any Junior Indebtedness (each a "Covenant Transaction") in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Covenant Transaction is created, made or incurred, and (ii) with respect to any Covenant Transaction created, incurred or made in reliance on a provision that makes reference to a percentage of Consolidated EBITDA or Total Assets, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in the amount of Consolidated EBITDA occurring after the time such Covenant Transaction is created, made or incurred in reliance on such provision.

(e) For purposes of determining compliance with any covenant in Article VII (other than Section 7.03), with respect to the amount of any Covenant Transaction in a currency other than Dollars, such amount will be converted into Dollars by Lead Borrower based on the relevant Spot Rate in effect on the most recent Revaluation Date preceding the date such Covenant Transaction is created, incurred or made and such percentage or ratio basket will be measured at the time such Covenant Transaction is created, incurred or made. For purposes of determining compliance with Section 7.03, amounts in currencies other than Dollars shall be translated into Dollars by Holdings at the Exchange Rate used in preparing Holdings' most recently delivered annual or quarterly financial statements.

Section 1.05 Change of Currency.

Each provision of this Agreement shall be subject to such reasonable changes of construction as the Agent may from time to time specify to be appropriate to reflect a change in currency of any country and any relevant market conventions or practices relating to the change in currency.

Section 1.06 Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07 Letter of Credit Amounts.Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the Dollar Equivalent of the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Issuer Documents related thereto, whether or not such maximum face amount is in effect at such time.

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Section 1.08 Limited Conditions Acquisitions.In connection with any action being taken solely in connection with a Limited Condition Acquisition, for purposes of determining compliance with any ratios, baskets, representations, warranties, defaults or Events of Default (in each case, other than for purposes of determining compliance with any component of the Payment Conditions based on Availability or Section 5.03), in each case, at the option of Lead Borrower (Lead Borrower's election to exercise such option in connection with any Limited Condition Acquisition, an "LCA Election"), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the "LCA Test Date") (provided that Lead Borrower shall be required to make an LCA Election on or prior to the date on which the definitive agreements for such Limited Condition Acquisition have been entered into), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date (after giving effect to any increases or decrease in Indebtedness of Holdings and its Restricted Subsidiaries since such date), Lead Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, representation, warranty, default, Events of Default or basket, such ratio, representation, warranty, default, Event of Default or basket shall be deemed to have been complied with for purposes of such Limited Condition Acquisition. For the avoidance of doubt, if Lead Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA of Holdings or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If Lead Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratios, representations, warranties, defaults, Events of Default or basket availability (excluding satisfaction of any component of the Payment Conditions based on Availability) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of Holdings, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, the consummation of any other Permitted Acquisition or the designation of a Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratios representations, warranties, defaults, Events of Default or baskets shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) has been consummated (it being further understood and agreed, however, that neither any Consolidated Net Income or Consolidated EBITDA therefrom, nor any assets of the target to be acquired pursuant to such Limited Condition Acquisition, shall be included in Holdings' Consolidated Net Income or Consolidated EBITDA, or in the calculation of the Borrowing Base, as applicable, in any such subsequent calculation until such Limited Condition Acquisition has actually closed).

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Section 1.09 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.10 Borrower Representative. Each Loan Party hereby designates Lead Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Advances and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base Certificates and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Agent, any Issuing Bank or any Lender, and Lead Borrower hereby accepts such appointment. The Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication delivered by Lead Borrower on behalf of any Loan Party. The Agent and the Lenders may give any notice or communication with a Loan Party hereunder to Lead Borrower on behalf of such Loan Party. Each of the Agent, the Issuing Banks and the Lenders shall have the right, in its discretion, to deal exclusively with Lead Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Lead Borrower shall be binding upon and enforceable against it.

Section 1.11 Interest Rates. The Agent does not warrant, nor accept responsibility, nor shall the Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to any Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.

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Section 1.12 Quebec Interpretive Provision. For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the Laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (i) "personal property" shall be deemed to include "movable property", (ii) "real property" shall be deemed to include "immovable property", (iii) "tangible property" shall be deemed to include "corporeal property", (iv) "intangible property" shall be deemed to include "incorporeal property", (v) "security interest" and "mortgage" shall be deemed to include a "hypothec", (vi) all references to filing, registering or recording under the UCC or PPSA shall be deemed to include publication by registration under the Civil Code of Quebec, (vii) all references to "perfection" of or "perfected" Liens shall be deemed to include a reference to the "opposability" of such Liens to third parties, (viii) any "right of offset", "right of setoff" or similar expression shall be deemed to include a "right of compensation", (ix) "goods" shall be deemed to include "corporeal movable property" other than chattel paper, documents of title, instruments, money and securities, (x) an "agent" shall be deemed to include a "mandatary", (xi) "foreclosure" shall be deemed to include the "exercise of a hypothecary right", (xii) "lease" shall be deemed to include a "lease" or a "contract of leasing (crédit-bail)", as applicable, and (xiii) "deposit account" shall be deemed to include a "financial account" (within the meaning of Article 2713.6 of the Civil Code of Quebec); (xiv) "construction liens" shall be deemed to include "legal hypothecs", (xv) "joint and several" shall be deemed to include "solidary" and "jointly and severally" shall be deemed to include "solidarily" (xvi) "gross negligence or willful misconduct" shall be deemed to be "intentional or gross fault", (xvii) "beneficial ownership" shall be deemed to include "ownership", (xviii) "easement" shall be deemed to include "servitude", and (xix) "priority" shall be deemed to include "rank" or "prior claim", as applicable.

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

Section 2.01 The Revolving Credit Advances; Reserves.

(a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower from time to time on any Business Day during the Availability Period in Dollars, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings at such time shall not exceed the Loan Cap at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Advances of any Lender, plus such Lender's Commitment Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Commitment Percentage of the Outstanding Amount of all Swing Line Advances shall not exceed such Lender's Revolving Credit Commitment. Within the limits of each Lender's Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.10, and reborrow under this Section 2.01(a). Revolving Credit Advances may be Base Rate Loans or Term SOFR Loans, as further provided herein.

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(b) The Inventory Reserves and Availability Reserves as of the Closing Date will be as set forth in the Borrowing Base Certificate to be delivered pursuant to Section 5.02(h) hereof.

(c) The Agent shall have the right, at any time and from time to time after the Closing Date in its Permitted Discretion, to establish or modify Reserves or to eliminate then existing Reserves, and the Agent shall provide the Lead Borrower with prompt written notice of the same.

Section 2.02 Making the Advances.

(a) Each Revolving Credit Borrowing, each conversion of Revolving Credit Advances from one Type to the other, and each continuation of Term SOFR Loans shall be made upon the applicable Borrower's irrevocable notice to the Agent, which may be given by (x) telephone or (y) a Committed Advance Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Agent of a Committed Advance Notice. Each such Committed Advance Notice must be received by the Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Advances, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a minimum principal amount of $2,500,000. Except as provided in Sections 2.02(c), 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Advances shall be in a minimum principal amount of $500,000. Each Committed Advance Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Revolving Credit Borrowing , a conversion of Revolving Credit Advances from one Type to the other, or a continuation of a Term SOFR Advance, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Advances to be borrowed, converted or continued, (iv) the Type of Advances to be borrowed or to which existing Revolving Credit Advances are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If a Borrower fails to specify a Type of Advance in a Committed Advance Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Advances shall be made as, or converted to, a Base Rate Advance. Any such automatic conversion to Base Rate Advances shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Advances. If a Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Advances in any such Committed Advance Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b) Following receipt of a Committed Advance Notice, the Agent shall promptly notify each Lender of the amount of its Commitment Percentage of the applicable Revolving Credit Advances, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Agent shall notify each Lender of the details of any automatic conversion to Base Rate Advances as described in Section 2.02(a). In the case of a Revolving Credit Borrowing, each appropriate Lender shall make the amount of its Advance available to the Agent through its applicable Lending Office in Same Day Funds at the Agent's Office not later than 2:00 p.m. on the Business Day specified in the applicable Committed Advance Notice. Upon satisfaction of the applicable conditions set forth in Section 5.03 (and, if such Borrowing is the initial Credit Extension hereunder, Section 5.01 and 5.02), the Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Agent by such Borrower; provided, however, that if, on the date the Committed Advance Notice with respect to such Borrowing is given by the Lead Borrower, there are L/C Borrowings outstanding (and the Lead Borrower shall have been notified of such L/C Borrowings), then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Lead Borrower as provided above.

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(c) During the existence of an Event of Default no Revolving Credit Advances may be requested as, converted to or continued as Term SOFR Loans without the consent of the Majority Lenders.

(d) The Agent shall promptly notify the applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Agent shall notify the applicable Borrower(s) and the Lenders of any change in Bank of America's prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Advances from one Type to the other, and all continuations of Revolving Credit Advances as the same Type, there shall not be more than ten Interest Periods in effect.

(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Advances in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Lead Borrower, the Agent, and such Lender.

(g) The Agent, the Lenders, the Swing Line Lender and the Issuing Banks shall have no obligation to make any Loan or to provide any Letter of Credit if an Overadvance would result. The Agent may, in its discretion, make Permitted Overadvances without the consent of the Borrowers, the Lenders, the Swing Line Lender and the Issuing Banks and the Borrowers and each Lender and Issuing Bank shall be bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Lead Borrower and shall constitute a Base Rate Advance and an Obligation and shall be repaid by the Lead Borrower in accordance with the provisions of Section 2.07. The making of any such Permitted Overadvance on any one occasion shall not obligate the Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.04 regarding the Lenders' obligations to purchase participations with respect to Letter of Credits or of Section 2.03 regarding the Lenders' obligations to purchase participations with respect to Swing Line Loans. The Agent shall have no liability for, and no Loan Party or Lender shall have the right to, or shall, bring any claim of any kind whatsoever against the Agent with respect to Unintentional Overadvances regardless of the amount of any such Overadvance(s).

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Section 2.03 Swing Line Advances.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, may in its sole discretion make loans (each such loan, a "Swing Line Advance") to the Borrowers on such terms (subject to Section 2.07(b)) as may be agreed between the Swing Line Lender and the Lead Borrower from time to time, on any Business Day during Availability Period in Dollars in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Advances, when aggregated with the Commitment Percentage of the Outstanding Amount of Revolving Credit Advances and L/C Obligations of a Lender acting as Swing Line Lender, may exceed the amount of such Lender's Commitment; provided, however, that after giving effect to any Swing Line Advance, (i) the Total Revolving Credit Outstandings shall not exceed the Loan Cap, and (ii) the aggregate Outstanding Amount of the Revolving Credit Advances of any Lender, plus such Lender's Commitment Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Commitment Percentage of the Outstanding Amount of all Swing Line Advances shall not exceed such Lender's Commitment; and provided, further, that no Borrower shall use the proceeds of any Swing Line Advance to refinance any outstanding Swing Line Advance. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.03, prepay under Section 2.10, and reborrow under this Section 2.03. Immediately upon the request of the Swing Line Lender, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Advance in an amount equal to the product of such Lender's Commitment Percentage times the amount of such Swing Line Advance.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the irrevocable notice by a Borrower to the Swing Line Lender and the Agent, which may be given by (x) telephone or (y) by a Swing Line Advance Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Agent of a Swing Line Advance Notice. Each such Swing Line Advance Notice must be received by the Swing Line Lender and the Agent not later than, in the case of Swing Line Advances, 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Advance Notice, the Swing Line Lender will confirm with the Agent (by telephone or in writing) that the Agent has also received such Swing Line Advance Notice and, if not, the Swing Line Lender will notify the Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Agent (including at the request of any Lender) prior to 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Advance as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 4:00 p.m. on the borrowing date specified in such Swing Line Advance Notice, make the amount of its Swing Line Advance available to the applicable Borrower at its office by crediting the account of such Borrower on the books of the Swing Line Lender in immediately available funds.

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(c) Refinancing of Swing Line Advances.

(i) The Swing Line Lender at any time in its sole discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender's Commitment Percentage of the amount of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Advance Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.03. The Swing Line Lender shall furnish Lead Borrower and the applicable Borrower with a copy of the applicable Committed Advance Notice promptly after delivering such notice to the Agent. Each Lender shall make an amount equal to its Commitment Percentage of the amount specified in such Committed Advance Notice available to the Agent in immediately available funds (and the Agent may apply Cash Collateral available with respect to the applicable Swing Line Advance) for the account of the Swing Line Lender at the Agent's Office not later than 1:00 p.m. on the day specified in such Committed Advance Notice, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Advance cannot be refinanced by such a Committed Borrowing in accordance with Section 2.03(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Advance and each Lender's payment to the Agent for the account of the Swing Line Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to the Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender's Revolving Credit Advance included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Advance, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

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(iv) Each Lender's obligation to make Revolving Credit Advances or to purchase and fund risk participations in Swing Line Advances pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender's obligation to make Revolving Credit Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.03. No such funding of risk participations shall relieve or otherwise impair the obligation of any Borrower to repay Swing Line Advances, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Advance, if the Swing Line Lender receives any payment on account of such Swing Line Advance, the Swing Line Lender will distribute to such Lender its Commitment Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Advance is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.09 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Overnight Rate. The Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing Lead Borrower for interest on the Swing Line Advances. Until each Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.03 to refinance such Lender's Commitment Percentage of any Swing Line Advance, interest in respect of such Commitment Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrowers shall make all payments of principal and interest in respect of the Swing Line Advances directly to the Swing Line Lender.

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Section 2.04 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) each Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.04 and within the limits of its Issuing Commitment, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, any Alternative Currency (provided that CoBank shall not be required to issue Letters of Credit denominated in a currency other than Dollars) or such other currency as maybe agreed by such Issuing Bank in its sole discretion and the Agent that is a lawful currency readily available and freely transferable and convertible into Dollars (which additional currency, solely for purposes of the applicable Letter of Credit, the drawings thereunder and the reimbursement thereof, shall be deemed to be an "Alternative Currency") for the account of Holdings and its Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of Holdings and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (1) the Total Revolving Credit Outstandings shall not exceed the Loan Cap, (2) the aggregate Outstanding Amount of the Revolving Credit Advances of any Lender, plus such Lender's Commitment Percentage of the Outstanding Amount of all Swing Line Advances, plus such Lender's Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender's Revolving Credit Commitment, and (3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the ability of the Borrowers to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the term "Issuing Bank" shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.

(ii) No Issuing Bank shall issue any Letter of Credit, if:

(A) subject to Section 2.04(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance, or, in the case of any Letter of Credit denominated in Indian rupees, nineteen months after the date of issuance, unless the Majority Lenders have approved such expiry date; or

(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

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(iii) No Issuing Bank shall be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good faith deems material to it;

(B) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally;

(C) except as otherwise agreed by the Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $20,000;

(D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;

(E) any Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the applicable Borrower or such Lender to eliminate such Issuing Bank's actual or potential Fronting Exposure (after giving effect to Section 2.14(a)(iv)) with respect to the Defaulting Lender arising from such Letter of Credit; or

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(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv) The applicable Issuing Bank shall not amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v) The applicable Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi) The applicable Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such Issuing Bank shall have all of the benefits and immunities (A) provided to the Agent in Article IX with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term "Agent" as used in Article IX included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to such Issuing Bank.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of any Borrower delivered to an Issuing Bank (with a copy to the Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Borrower; provided that the Existing Letters of Credit shall be deemed issued under this Agreement on the Closing Date. Such Letter of Credit Application must be received by the applicable Issuing Bank and the Agent (x) not later than 11:00 a.m. at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in Dollars, and (y) not later than 11:00 a.m. at least five Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency; or in each case such later date and time as such Issuing Bank may agree in a particular instance in its sole discretion, prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such Issuing Bank (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as such Issuing Bank may reasonably require. Additionally, Holdings and/or the applicable Subsidiary shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such Issuing Bank or the Agent may reasonably require.

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(ii) Promptly after receipt of any Letter of Credit Application, the applicable Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit Application from a Borrower and, if not, such Issuing Bank will provide the Agent with a copy thereof. Unless such Issuing Bank has received written notice from any Lender, the Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of such Borrower (or the applicable Subsidiary subject to Section 2.04(l)) or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank's usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender's Commitment Percentage times the amount of such Letter of Credit.

(iii) If the applicable Borrower so requests in any applicable Letter of Credit Application, the applicable Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an "Auto-Extension Letter of Credit"); provided that any such Auto-Extension Letter of Credit must permit the such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "Non-Extension Notice Date") in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, neither Holdings nor any Subsidiary shall be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.04(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Agent that the Majority Lenders have elected not to permit such extension or (2) from the Agent, any Lender, Holdings or the applicable Subsidiary that one or more of the applicable conditions specified in Section 5.03 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.

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(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to Holdings or the applicable Subsidiary and the Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall notify Holdings or the applicable Borrower and/or Subsidiary and the Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the applicable Borrower shall reimburse such Issuing Bank in such Alternative Currency, unless (A) the applicable Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the applicable Borrower shall have notified such Issuing Bank promptly following receipt of the notice of drawing that Holdings, such Borrower or the applicable Subsidiary will reimburse such Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, such Issuing Bank shall notify Holdings or the applicable Borrower and/or Subsidiary of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If an Issuing Bank shall make any payment under a Letter of Credit, Holdings or the applicable Borrower or Subsidiary shall reimburse such Issuing Bank through the Agent in an amount equal to the amount of such drawing and in the applicable currency not later than 2:00 p.m. (or the Applicable Time in the case of reimbursement in an Alternative Currency) on Business Day following the date Holdings or the applicable Borrower or Subsidiary receives notice of such payment by the applicable Issuing Bank (each such date, an "Honor Date"). If Holdings or the applicable Borrower or Subsidiary fails to so reimburse such Issuing Bank by such time, the Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the "Unreimbursed Amount"), and the amount of such Lender's Commitment Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 5.03 (other than the delivery of a Committed Advance Notice). Any notice given by such Issuing Bank or the Agent pursuant to this Section 2.04(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

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(ii) Each Lender shall upon any notice pursuant to Section 2.04(c)(i) make funds available (and the Agent may apply Cash Collateral provided for this purpose) for the account of the applicable Issuing Bank, in Dollars, at the Agent's Office in an amount equal to its Commitment Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Agent, whereupon, subject to the provisions of Section 2.04(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Advance to the applicable Borrower in such amount. The Agent shall remit the funds so received to such Issuing Bank in Dollars.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Advances because the conditions set forth in Section 5.03 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the applicable Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on written demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender's payment to the Agent for the account of such Issuing Bank pursuant to Section 2.04(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.04.

(iv) Until each Lender funds its Revolving Credit Advance or L/C Advance pursuant to this Section 2.04(c) to reimburse the applicable Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender's Commitment Percentage of such amount shall be solely for the account of such Issuing Bank.

(v) Each Lender's obligation to make Revolving Credit Advances or L/C Advances to reimburse the applicable Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.04(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Bank, Holdings, any Borrower, any other Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender's obligation to make Revolving Credit Advances pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 5.03 (other than delivery by a Borrower of a Committed Advance Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of Holdings or the applicable Borrower and/or Subsidiary to reimburse such Issuing Bank for the amount of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided herein.

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(vi) If any Lender fails to make available to the Agent for the account of the applicable Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(ii), then, without limiting the other provisions of this Agreement, such Issuing Bank shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Issuing Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender's Revolving Credit Advance included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of such Issuing Bank submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Lender such Lender's L/C Advance in respect of such payment in accordance with Section 2.04(c), if the Agent receives for the account of such Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Holdings, any Borrower, any Subsidiary or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Lender its Commitment Percentage thereof in the same funds as those received by the Agent.

(ii) If any payment received by the Agent for the account of an Issuing Bank pursuant to Section 2.04(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such Issuing Bank in its discretion), each Lender shall pay to the Agent for the account of such Issuing Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

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(e) Obligations Absolute. The obligation of Holdings or the applicable Borrowers and Subsidiaries to reimburse an Issuing Bank for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that Holdings, any Borrower or any other Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), an Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such 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; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by an Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by an Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver, interim receiver, monitor, or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to Holdings, any Borrower or any other Subsidiary or in the relevant currency markets generally; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Holdings, any Borrower or any other Subsidiary.

Holdings or the applicable Borrower and/or Subsidiary shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the instructions of Holdings or such Borrower or Subsidiary or other irregularity, Holdings or the applicable Borrower and/or Subsidiary will immediately notify the applicable Issuing Bank. Holdings and its Subsidiaries shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

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(f) Role of Issuing Banks. Each Lender and Holdings agrees, on behalf of itself and its Subsidiaries, that, in paying any drawing under a Letter of Credit, an Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of an Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Majority Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Holdings and its Subsidiaries hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit issued at its request; provided, however, that this assumption is not intended to, and shall not, preclude Holdings or any Subsidiary pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of an Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, Holdings or its Subsidiaries may have a claim against an Issuing Bank, and such Issuing Bank may be liable to Holdings or its Subsidiaries, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Holdings or any Subsidiary which Holdings or such Subsidiary proves were caused by such Issuing Bank's willful misconduct or gross negligence or such Issuing Bank's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable Issuing Bank and the applicable Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each Standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance (the "UCP") shall apply to each Trade Letter of Credit.

(h) Letter of Credit Fees. Lead Borrower shall pay (or shall cause to be paid) to the Agent for the account of each Lender in accordance with its Commitment Percentage a Letter of Credit fee (the "Letter of Credit Fee") (i) for each Trade Letter of Credit, equal to Applicable Margin for Term SOFR Loans times the daily amount available to be drawn under such Letter of Credit, and (ii) for each Standby Letter of Credit equal to the Applicable Margin for Term SOFR Loans times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Bank pursuant to this Section 2.04 shall be payable, to the maximum extent permitted by applicable Requirement of Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant to Section 2.14(a)(iv), with the balance of such fee, if any, payable to such Issuing Bank for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. Letter of Credit Fees shall be (i) due and payable in arrears on the first day of each calendar quarter, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on written demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Letter of Credit Fee during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Letter of Credit Fee separately for each period during such quarter that such Letter of Credit Fee was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Majority Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

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(i) Fronting Fee and Documentary and Processing Charges Payable to Issuing Banks. Lead Borrower shall pay (or shall cause to be paid) directly to the applicable Issuing Bank for its own account a fronting fee (i) with respect to each Trade Letter of Credit, at the rate per annum equal to 0.15% (or such lesser amount to any respective Issuing Bank as Lead Borrower may agree in writing with such Issuing Bank), computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a Trade Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between Lead Borrower and such Issuing Bank, computed on the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each Standby Letter of Credit, at the rate per annum equal to 0.15% (or such lesser amount to any respective Issuing Bank as Lead Borrower may agree in writing with such Issuing Bank), computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears Such fronting fee shall be due and payable in arrears on the first calendar day of each calendar quarter in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on written demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. In addition, the applicable Borrower or, in the case of any Letter of Credit issued at the request of Holdings or a Subsidiary, Holdings or such Subsidiary shall pay directly to each Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

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