Common use of Documentation Principles Clause in Contracts

Documentation Principles. The definitive documentation for the New Notes (the “Notes Documentation”) will (a) contain the terms and conditions set forth in this Term Sheet, (b) reflect the operational and strategic requirements of, and investor protections with respect to, the Issuer and its subsidiaries (after giving effect to the Transactions) in light of its size, industry, geographic locations, businesses, business practices, payroll, operations, financial accounting, (c) be based on the indenture governing the Existing Notes with modifications as necessary or appropriate to reflect the terms and conditions set forth herein (including, for the avoidance of doubt, collateral and guarantee provisions, affirmative and negative covenants and events of default typical of high yield senior secured debt instruments) (the “Identified Precedent”), (d) take into account any applicable changes in law or accounting standards, (e) not permit unrestricted subsidiaries, (f) include an additional Event of Default tied to breaches of covenants in the Exchange Agreement as amended from time to time applicable to the New Notes, (g) exclude from the definition of “material adverse effect” any adverse event, change, occurrence or effect publicly disclosed or announced in the Issuer’s 10-Q for the fiscal quarter ended March 31, 2024 or the earnings release for such fiscal quarter on the Issuer’s website or any notification from the stock exchange related to a curable delisting event and (h) prohibit the Investor or any of its affiliates from purchasing or otherwise holding any Existing Other Notes without the prior written consent of the Issuer. The Notes Documentation will include those payment or redemption provisions, representations and warranties, covenants, events of default and guarantee and collateral provisions expressly set forth in this Term Sheet, in each case, applicable to the Issuer and its subsidiaries and with standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods set forth in the Identified Precedent and otherwise consistent with the Documentation Principles. The foregoing is referred to herein, collectively, as the “Documentation Principles”. Issuance Characteristics: CUSIP security held through DTC. Ratings: None.

Documentation Principles. ☐ The definitive First Out First Lien Credit Facilities are to be documented under credit documentation for the New Notes (the “Notes Documentation”) will (a) contain the terms and conditions set forth in this Term Sheet, (b) reflect the operational and strategic requirements of, and investor protections with respect to, the Issuer and its subsidiaries (after giving effect to the Transactions) in light of its size, industry, geographic locations, businesses, business practices, payroll, operations, financial accounting, (c) be based on the indenture governing separate from the Existing Notes with modifications Credit Agreement, but under the same credit agreement as necessary or appropriate the Second Out First Lien Term Loans and may be under the same credit agreement as any loans constituting Other First Out First Lien Debt, subject to reflect intercreditor arrangements described herein and the terms Documentation Principles (as hereinafter defined). The First Out First Lien RCF (if any) may be documented under credit documentation separate from the First Lien Term Loans and conditions set forth herein Other First Out First Lien Debt (including, for the avoidance of doubt, Other First Out First Lien Debt may also take the form of bonds or notes, which shall be documented under separate arrangements). ☐ One or more new collateral trust and intercreditor arrangements in form and substance consistent with Annex B attached hereto which shall provide, among other things, (i) First Lien Debt lien priority over Second Lien Debt and Third Lien Debt, respectively, (ii) First Out Debt priority over Second Out Debt as to the application of proceeds with respect to, and distributions made on account of (x) collateral and guarantee provisions(y) any amounts received during an event of default or pursuant to an insolvency proceeding or in connection with the exercise of remedies including any acceleration under the First Lien Debt, affirmative and negative (iii) Second Lien Debt lien priority over Third Lien Debt. ☐ The First Out First Lien Credit Facilities will contain the terms, conditions, representations, warranties, covenants and events of default typical of high yield senior secured debt instrumentscontained in this Term Sheet (including the terms set forth in Annex A attached hereto) and will otherwise be substantially identical, in all material respects, with the Existing Credit Agreement, as modified to reflect (i) the “Identified Precedent”), (d) take into account any applicable changes in law or accounting standards, (e) not permit unrestricted subsidiaries, (f) include an additional Event of Default tied to breaches of covenants in the Exchange Agreement as amended from time to time applicable to the New Notes, (g) exclude from the definition of “material adverse effect” any adverse event, change, occurrence or effect publicly disclosed or announced in the Issuer’s 10-Q for the fiscal quarter ended March 31, 2024 or the earnings release for such fiscal quarter on the Issuer’s website or any notification from the stock exchange related to a curable delisting event and (h) prohibit the Investor or any of its affiliates from purchasing or otherwise holding any Existing Other Notes without the prior written consent of the Issuer. The Notes Documentation will include those payment or redemption provisions, representations and warranties, covenants, events of default and guarantee and collateral provisions expressly terms set forth in this Term SheetSheet (including Annex A attached hereto), in each case, applicable (ii) modifications to the Issuer existing capital structure of the Company as a result of the Transactions including exceptions that implement, give effect to, permit and/or otherwise relate to the Transactions, (iii) modifications to reflect any relevant changes in law since the date of the Existing Credit Agreement and its subsidiaries and with standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods set forth (iv) the giving of due consideration to any terms in the Identified Precedent and otherwise consistent any Other First Out First Lien Debt incurred prior to or substantially concurrently with the Documentation Principles. The other indebtedness incurred in connection with the Transactions (the foregoing is referred to herein, collectively, as the “Documentation Principles”. Issuance Characteristics: CUSIP security held through DTC. Ratings: None).

Documentation Principles. The definitive documentation for the New Notes First Lien Facilities (the “Notes First Lien Facilities Documentation” and, together with the Bridge Facility Documentation, the “Facilities Documentation”) will contain only (a) contain solely to the terms extent the Facilities Documentation is executed prior to the Closing Date, those representations, warranties and conditions covenants relating to the conduct of the Offer or Scheme expressly set forth in this Term Sheetthe Interim Facilities Agreement which shall be applicable only to the parties set forth in the Interim Facilities Agreement and apply solely prior to the Closing Date (other than paragraphs 8(i) and (j) (Acquisition Undertakings) of Part II of Schedule 5 (Major Representations, Undertakings and Events of Default) of the Interim Facilities Agreement, which shall be included in the Facilities Documentation and apply from the Closing Date, whether or not the Facilities Documentation is executed prior to the Closing Date) and (b) reflect the operational and strategic requirements ofthose representations, and investor protections with respect towarranties, the Issuer and its subsidiaries (after giving effect to the Transactions) in light of its size, industry, geographic locations, businesses, business practices, payroll, operations, financial accounting, (c) be based on the indenture governing the Existing Notes with modifications as necessary or appropriate to reflect the terms and conditions set forth herein (including, for the avoidance of doubt, collateral and guarantee provisions, affirmative and negative covenants and events of default typical of high yield senior secured debt instruments) (the “Identified Precedent”), (d) take into account any applicable changes in law or accounting standards, (e) not permit unrestricted subsidiaries, (f) include an additional Event of Default tied to breaches of covenants in the Exchange Agreement as amended from time to time applicable to the New Notes, (g) exclude from the definition of “material adverse effect” any adverse event, change, occurrence or effect publicly disclosed or announced in the Issuer’s 10-Q for the fiscal quarter ended March 31, 2024 or the earnings release for such fiscal quarter on the Issuer’s website or any notification from the stock exchange related to a curable delisting event and (h) prohibit the Investor or any of its affiliates from purchasing or otherwise holding any Existing Other Notes without the prior written consent of the Issuer. The Notes Documentation will include those payment or redemption provisions, representations and warranties, covenants, events of default and guarantee and collateral provisions expressly set forth in this First Lien Term SheetSheet (including by reference to the Precedent Credit Agreement), which will be the same as and no less favorable to the Borrower than the documentation entered into in connection with that certain First Lien Credit Agreement, dated as of April 30, 2018, as may be further amended, restated, supplemented or otherwise modified as of the Original Signing Date, among, inter alios, WP CPP Holdings, Inc., as borrower, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as administrative agent (the “Precedent Credit Agreement”) (and related security, collateral and guarantee agreements executed and/or delivered in connection therewith, in each case, applicable as in effect on the Original Signing Date) with changes and modifications that (i) incorporate high yield incurrence- based negative covenants, where applicable, the same as and no less favorable to the Issuer Borrower than that certain indenture dated May 15, 2015, with Sterigenics- Nordion Holdings, LLC as issuer and its subsidiaries Wilmington Trust, National Association as trustee (the “Precedent Indenture”); provided that the First Lien Facilities Documentation will (A) contain a passive holdings covenant and a fundamental changes covenant, in each case, as set forth in Section 6.03 of the Precedent Credit Agreement and (B) incorporate appropriate modifications to replace the “credit facilities” debt and liens baskets in the Precedent Indenture with standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods dedicated baskets of the type set forth in the Identified Precedent Credit Agreement, (ii) give due regard to the Model, (iii) adjust basket sizes commensurate with Consolidated EBITDA (assumed to be $710.0 million), (iv) take into account (a) any current top tier market terms that are reasonably acceptable to the Borrower and otherwise consistent the Commitment Parties and (b) any additional flexibility provided for in any recent transactions of the Sponsors that have occurred prior to the Original Signing Date that are reasonably acceptable to the Borrower and the Commitment Parties, (v) reflect strictly ministerial agency modifications required by the First Lien Administrative Agent that are reasonably acceptable to the Borrower, (vi) incorporate the same EU Bail-In provisions included in the Precedent Credit Agreement, (vii) incorporate withholding tax gross up provisions under which the relevant Borrower will gross up for withholding taxes imposed by its jurisdiction of incorporation and residence only to the extent imposed by a change of law and that address procedural steps necessary to obtain exemption or relief in respect of withholding taxes under applicable double tax treaties or domestic law and reimbursement provisions for any withholding taxes in respect of any lender not entitled to be grossed up, (viii) incorporate the provisions with respect to the Documentation Principles. The foregoing is referred satellite industry set forth on Annex II hereto, (ix) provide that provisions in the Precedent Credit Agreement applicable to hereinthe Borrower and its restricted subsidiaries shall instead be applicable to Bidco and its restricted subsidiaries, (x) reflect financial reporting in accordance with IFRS and (xi) reflect the terms of this First Lien Term Sheet (as may be modified pursuant to the flex provisions of the Fee Letter) (collectively, as the “First Lien Documentation Principles”). Issuance Characteristics: CUSIP security held through DTC. Ratings: NoneThe First Lien Facilities Documentation will be subject in all respects to the Certain Funds Provisions.