Common use of Rating Requirement Clause in Contracts

Rating Requirement. The Company shall use commercially reasonable efforts to obtain a rating for the Bridge Facility from each of ▇▇▇▇▇’▇ and S&P. Staple Financing2 In connection with any Sale Transaction and at the option of the Company, and provided that the Winning Transaction contemplates an equity investment of no less than 40% of the Sale Enterprise Value (unless otherwise agreed to by the Required Consenting Term Lenders), the Term Loan Lenders shall provide a staple financing facility according to the following terms (the “Staple Financing Facility” and the loans advanced pursuant thereto, the “Staple Financing Loans”): • Lenders: The Term Loan Lenders. • Principal Amount: No greater than $600 million. • Priority/Collateral: The Staple Financing Facility shall be secured by first priority liens on (i) all Collateral and (ii) all Unencumbered Assets of the Loan Parties. Certain non-Loan Parties acceptable to the Required Consenting Term Lenders (the “Additional Guarantors”) shall also provide additional guarantees for the benefit of the Staple Financing Facility. • Loan Parties: All Loan Parties and Guarantors, plus the Additional Guarantors • Interest: The Staple Financing Loans shall bear interest (such interest, the “Staple Interest”) at a rate equal to (a) if the Company achieves the Staple Rating Requirement, SOFR plus 500bps plus a credit spread adjustment of 0.26161%; or (b) if the Company fails to achieve the Staple Rating Requirement, SOFR plus 550bps plus a credit spread adjustment of 0.26161%. In the event that the Staple Interest is determined in accordance with clause (a) of the preceding sentence, 50–150 bps shall be payable in kind at the option of the Company and the balance shall be payable in cash; in the event that the Staple Interest is determined in accordance with clause (b) of the preceding sentence, 50–200 bps shall be payable in kind at the option of 2 Terms used but not defined in this section shall have the meanings set forth in that certain First Lien Collateral Agreement dated as of May 1, 2017, by and among Cyxtera DC Parent Holdings, Inc., Colorado Buyer Inc., the other guarantors from time to time party thereto, and Citibank, N.A., as collateral agent (“First Lien Collateral Agreement”).

Rating Requirement. The Company shall use commercially reasonable efforts to obtain a rating for the Bridge Facility from each of ▇▇▇▇▇’▇ and S&P. Staple Financing2 In connection with any Sale Transaction and at the option Each Holder of the Company, and provided that the Winning Transaction contemplates an equity investment of no less than 40% of the Sale Enterprise Value (unless otherwise agreed to by the Required Consenting Term Lenders), the Term Loan Lenders shall provide a staple financing facility according to the following terms (the “Staple Financing Facility” and the loans advanced pursuant thereto, the “Staple Financing Loans”): • Lenders: The Term Loan Lenders. • Principal Amount: No greater than $600 million. • Priority/Collateral: The Staple Financing Facility Class A-R Notes shall be secured by first priority liens on (i) all Collateral and (ii) all Unencumbered Assets required to satisfy the Rating Requirement during the Class A-R Commitment Period. If any Holder of Class A-R Notes or, if such Holder satisfies the Loan Parties. Certain non-Loan Parties acceptable Rating Requirements pursuant to the Required Consenting Term Lenders (the “Additional Guarantors”) shall also provide additional guarantees for the benefit of the Staple Financing Facility. • Loan Parties: All Loan Parties and Guarantors, plus the Additional Guarantors • Interest: The Staple Financing Loans shall bear interest (such interest, the “Staple Interest”) at a rate equal to (a) if the Company achieves the Staple Rating Requirement, SOFR plus 500bps plus a credit spread adjustment of 0.26161%; or (b) if the Company fails to achieve the Staple Rating Requirement, SOFR plus 550bps plus a credit spread adjustment of 0.26161%. In the event that the Staple Interest is determined in accordance with clause (a) of the preceding sentence, 50–150 bps shall be payable in kind at the option of the Company and the balance shall be payable in cash; in the event that the Staple Interest is determined in accordance with clause (b) of the preceding sentencedefinition of "Rating Requirement" with respect to its guarantor, 50–200 bps such guarantor, fails to satisfy the Rating Requirement during the Class A-R Commitment Period, such Holder or guarantor shall be payable required (i) within 30 Business Days, to fully fund a Borrowing in kind at the option amount of 2 Terms used but not defined such Class A-R Note Holder's pro rata share of the Aggregate Undrawn Amount to be deposited in this section a Class A-R Rating Requirement Funding Subaccount in accordance with the provisions set forth in Section 10.3(i) and (ii) to provide written notice to M▇▇▇▇'▇ of such failure. If within 30 Business Days after a Ratings Trigger Event (unless such Holder or guarantor satisfies the Rating Requirement within 30 days of such failure), such Holder or guarantor has failed to (i) transfer all of its rights and obligations in respect of its Class A-R Notes to a purchaser that satisfies the Rating Requirement and that is eligible to purchase such Notes under the terms hereof and the Class A-R Note Purchase Agreement, as applicable, (ii) provide an unconditional guarantee (which complies with the then-current M▇▇▇▇'▇ and S&P criteria) of its commitments under the Class A-R Note Purchase Agreement to which it is a party from an institution satisfying the Rating Requirement or (iii) fund the Borrowing or cause to be funded the Borrowing referred to above, the Issuer shall have the meanings set forth in that certain First Lien Collateral Agreement dated as of May 1, 2017, by and among Cyxtera DC Parent Holdings, Inc., Colorado Buyer Inc., right under the other guarantors from time to time party theretoClass A-R Note Purchase Agreement, and Citibank, N.A., as collateral agent shall be obligated to use reasonable efforts to replace such Holder or guarantor (“First Lien Collateral Agreement”at the cost of such Holder) with another entity that meets the Rating Requirement (by requiring the replaced Holder or guarantor to transfer all of its rights and obligations in respect of such Notes to the transferee entity).