CREDIT AGREEMENT by and among WELLS FARGO BANK, N.A.

Exhibit 10.1

TABLE OF CONTENT

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EXHIBITS AND SCHEDULES

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of May 7, 2012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), ▇▇▇▇▇ FARGO BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), as lead arranger (in such capacity, together with their successors and assigns in such capacity, the “Lead Arranger”), as sole book runner (in such capacity, together with its successors and assigns in such capacity, the “Sole Book Runner”), as UK security trustee (in such capacity, together with its successors and assigns in such capacity, the “UK Security Trustee”), CIBER, INC., a Delaware corporation (the “US Borrower”), CIBER UK LTD., a limited company incorporated in England and Wales with company number 02623681 (“CIBER UK”), CIBER EUROPE LIMITED, a limited company incorporated in England and Wales with company number 02904897 (“CIBER Europe”; together with CIBER UK, each a “UK Borrower” and collectively, “UK Borrowers”), CIBER INTERNATIONAL B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands (“CIBER International”), CIBER NEDERLAND B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands (“CIBER Nederland” together with CIBER International, each a “Dutch Borrower” and collectively, the “Dutch Borrowers”), CIBER HOLDING GMBH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany (“CIBER Holding Germany”), TOPCONTRACTS GMBH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany (“topcontracts Germany”), CIBER AG, an Aktiengesellschaft organized under the laws of Germany (“CIBER AG”), and CIBER MANAGED SERVICES GMBH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany (“CIBER Managed Services” and collectively with CIBER Holding Germany, topcontracts Germany and CIBER AG, each a “German Borrower” and collectively, the “German Borrowers”).  UK Borrowers, Dutch Borrowers and German Borrowers are referred to hereinafter each individually as a “European Borrower” and collectively as the “European Borrowers”.  US Borrower and European Borrowers are referred to hereinafter each individually as a “Borrower” and collectively as “Borrowers”.

The parties agree as follows:

1.                                      DEFINITIONS AND CONSTRUCTION.

1.1.                  Definitions.  Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1.

1.2.                  Accounting Terms.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if US Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies US Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice

is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred.  For purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 5, 6 and 7, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg currency page for such currency or, if the same does not provide such exchange rate, by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by Agent or, in the event no such service is selected, on such other basis as is reasonably satisfactory to Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg currency page for such currency or, if the same does not provide such exchange rate, by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by Agent or, in the event no such service is selected, on such other basis as is reasonably satisfactory to Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time).  When used herein, the term “financial statements” shall include the notes and schedules thereto.  Whenever the term “US Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean US Borrower and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise.  Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159  (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

1.3.                  Code.  Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.

1.4.                  Construction; Repayment in Full.  Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and  “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning

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represented by the phrase “and/or.”  The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be.  Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to “law” means all international, foreign, federal, state, provincial and local statutes, treaties, rules, guidelines, regulations, by-laws, ordinances, decrees, codes and administrative or judicial or arbitral or administrative or ministerial or departmental or regulatory precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case, whether or not having the force of law.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties.  Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds in the Applicable Currency of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding US Loans, UK-Dutch Loans and German Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document (including without limitation the Letter of Credit Fees and the Unused Line Fee) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to US Letters of Credit, UK-Dutch Letters of Credit and German Letters of Credit, providing Letter of Credit Collateralization, (c) in the case of obligations with respect to US Bank Products, UK-Dutch Bank Products and German Bank Products (other than Hedge Obligations), providing Bank Product Collateralization, (d) the receipt by Agent of cash collateral in the Applicable Currency in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Obligations, (e) the payment or repayment in full in immediately available funds in the Applicable Currency of all other outstanding Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider or the agreements relating thereto to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider

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or the agreements relating thereto to remain outstanding without being required to be repaid, and (f) the termination of all of the Commitments of the Lenders.  Any reference herein to any Person shall be construed to include such Person’s successors and assigns.  Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.

1.5.                  Time References.  Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all references to time of day refer to Pacific standard time or Pacific daylight saving time, as in effect in Los Angeles, California on such day.  For purposes of the computation of a period 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 and including”; provided that, with respect to a computation of fees or interest payable to Agent or any Lender, such period shall in any event consist of at least one full day.

1.6.                  Schedules and Exhibits.  All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

1.7.                  Exchange Rates; Currency Equivalents; Applicable Currency.

(a)           For purposes of this Agreement and the other Loan Documents, references to the applicable outstanding amount of Revolving Loans, Swing Loans, Letters of Credit, Revolver Usage or Letter of Credit Usage shall be deemed to refer to the Dollar Equivalent thereof, unless the context requires otherwise.

(b)           For purposes of this Agreement and the other Loan Documents, the Dollar Equivalent of any Revolving Loans, Letters of Credit, other Obligations and other references to amounts denominated in an Applicable Currency or a currency other than Dollars shall be determined in accordance with the terms of this Agreement.  Such Dollar Equivalent shall become effective as of such Revaluation Date for such Revolving Loans, Letters of Credit and other Obligations and shall be the Dollar Equivalent employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur for such Revolving Loans, Letters of Credit and other Obligations.  Except as otherwise expressly provided herein, the applicable amount of any currency for purposes of the Loan Documents (including for purposes of financial statements and all calculations in connection with the covenants, including the financial covenants) shall be the Dollar Equivalent thereof.

(c)           Wherever in this Agreement and the other Loan Documents in connection with a borrowing, conversion, continuation or prepayment of a Revolving Loan or 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 Revolving Loan or Letter of Credit is denominated in (i) Euros, such amount shall be the relevant Euro Equivalent of such Dollar amount (rounded to the nearest Euro, with 0.5 of a unit being rounded upward) or (ii) Sterling, such amount shall be the relevant Sterling Equivalent of such Dollar amount (rounded to the nearest Sterling, with 0.5 of a unit being rounded upward), in each case as reasonably determined by Agent.

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2.                                      LOANS AND TERMS OF PAYMENT.

2.1.                  Revolving Loans.

(a)           Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each US Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans in Dollars (“US Revolving Loans”) to US Borrower in an amount at any one time outstanding not to exceed the lesser of:

(i)            such US Lender’s US Revolver Commitment, or

(ii)           such US Lender’s Pro Rata Share of an amount equal to the lesser of:

(A)          the amount equal to (1) the Maximum Revolver Amount less (2) the Dollar Equivalent of European Revolver Usage at such time, less (3) the sum of (x) the US Letter of Credit Usage at such time, plus (y) the principal amount of US Swing Loans outstanding at such time, and

(B)           the amount equal to (1) the US Borrowing Base as of such date (based upon the US Borrowing Base set forth in the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less (2) the sum of (x) the US Letter of Credit Usage at such time, plus (y) the principal amount of US Swing Loans outstanding at such time, plus (z) the Dollar Equivalent of European US Availability Usage.

(b)           Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each UK-Dutch Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans in the Applicable Currency (“UK-Dutch Revolving Loans”) to UK-Dutch Borrowers in a Dollar Equivalent amount at any one time outstanding not to exceed the lesser of:

(i)            such UK-Dutch Lender’s UK-Dutch Revolver Commitment, or

(ii)           such UK-Dutch Lender’s Pro Rata Share of an amount equal to the lesser of:

(A)          the amount equal to (1) the Maximum Revolver Amount, less (2) US Revolver Usage at such time, less (3) the Dollar Equivalent of the Aggregate German Revolver Usage at such time, less (4) the Dollar Equivalent amount of the UK-Dutch Letter of Credit Usage at such time,

(B)           the amount equal to (1) the UK-Dutch Maximum Revolver Amount less (2) the Dollar Equivalent amount of the UK-Dutch Letter of Credit Usage at such time, and

(C)           the amount equal to (1) the UK-Dutch Borrowing Base as of such date (based upon the UK-Dutch Borrowing Base set forth in the most recent

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Borrowing Base Certificate delivered by Borrowers to Agent) less (2) the Dollar Equivalent amount of the UK-Dutch Letter of Credit Usage at such time.

Notwithstanding the foregoing, (i) no UK-Dutch Revolving Loans shall be made to any Dutch Borrower and no Accounts owing to any Dutch Borrower shall be Eligible Accounts until Dutch Borrowers deliver to Agent a Deed of Pledge over Bank Accounts with respect to the Dutch Collection Deposit Account (along with a corresponding acknowledgement and waiver from ING Bank) which provides disclosed pledge security and a perfected first priority Lien with respect to the Dutch Collection Deposit Account and (ii) no UK-Dutch Revolving Loans shall be made to any UK Borrower and no Accounts owing to any UK Borrower shall be Eligible Accounts until UK Borrowers establish and maintain security documents with respect to the UK Collection Deposit Account that provides fixed charge security and a perfected first priority Lien with respect to the UK Collection Deposit Account.

(c)           Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each German Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans in the Euro (“German Revolving Loans”) to German Borrowers in a Dollar Equivalent amount at any one time outstanding not to exceed the lesser of:

(i)            such German Lender’s German Revolver Commitment, or

(ii)           such German Lender’s Pro Rata Share of an amount equal to the lesser of:

(A)          the amount equal to (1) the Maximum Revolver Amount, less (2) US Revolver Usage at such time, less (3) the Dollar Equivalent of the UK-Dutch Revolver Usage at such time, less (4) the Dollar Equivalent amount of the Aggregate German Letter of Credit Usage at such time,

(B)           the amount equal to (1) the German Maximum Revolver Amount less (2) the Dollar Equivalent amount of the Aggregate German Letter of Credit Usage at such time, and

(iii)          the amount equal to (1) the Aggregate German Borrowing Base as of such date (based upon the Aggregate German Borrowing Base set forth in the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less (2) the Dollar Equivalent amount of the Aggregate German Letter of Credit Usage at such time.

(d)           Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Bank Product Reserves, and other Reserves against the US Borrowing Base, UK-Dutch Borrowing Base, any applicable German Borrowing Base, the Aggregate German Borrowing Base, Maximum Revolver Amount, UK-Dutch Maximum Revolver Amount or German Maximum Revolver Amount.  The amount of any Receivable Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve and shall not be duplicative of any other reserve or ineligibility criteria established and currently maintained.

(e)           Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.  The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

(f)            Anything to the contrary in this Section 2.1 notwithstanding, (i) at no time shall US Revolver Usage exceed (x) the Maximum Revolver Amount minus (y) the Dollar Equivalent of European Revolver Usage, (ii) at no time shall the Dollar Equivalent of the UK-

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Dutch Revolver Usage exceed the UK-Dutch Maximum Revolver Amount, (iii) at no time shall the Dollar Equivalent of the Aggregate German Revolver Usage exceed the German Maximum Revolver Amount, (iv) at no time shall the US Revolver Usage plus the Dollar Equivalent of the European Revolver Usage exceed the Maximum Revolver Amount and (v) at no time shall the German Revolver Usage of any German Borrower exceed the German Borrowing Base of such German Borrower.

2.2.                  Term Loan.  Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Term Loan”) to US Borrower in an amount equal to such Lender’s Pro Rata Share of the Term Loan Amount.  The principal of the Term Loan shall be repaid on the following dates and in the following amounts:

The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Term Loan Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof.  Any principal amount of the Term Loan that is repaid or prepaid may not be reborrowed.  All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations hereunder.

2.3.                  Borrowing Procedures and Settlements.

(a)           Procedure for Borrowing Revolving Loans.  Each Borrowing shall be made by a written request by an Authorized Person of the US Borrower, the UK-Dutch Administrative Borrower or the German Administrative Borrower, as applicable, (i) delivered to Agent and received by Agent no later than 10:00 a.m. (or 1:00 p.m. with respect to a US Swing

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Loan) on the Business Day that is the requested Funding Date in the case of a request for a US Swing Loan, (ii) delivered to Agent and received by Agent no later than 10:00 a.m. (or 1:00 p.m. with respect to a US Swing Loan) on the requested Funding Date in the case of other US Revolving Loans that are Base Rate Loans, (iii) delivered to Agent and received by Agent no later than 4:00 p.m. (London time) the Business Day that is 1 Business Day prior to the requested funding date in the case of European Revolving Loans that bear interest at the Floating Rate and (iv) delivered to Agent and received by Agent no later than 10:00 a.m. (or 10:00 a.m. London time with respect to a European Borrowing or 1:00 p.m. with respect to a US Swing Loan) on the Business Day that is 3 Business Days prior to the requested Funding Date in the case of LIBOR Rate Loans, in each case, specifying (A) the amount of such Borrowing and, in the case of clause (iv), whether such Borrowing is for the account of US Borrower or a European Borrower (and if for a European Borrower, the Applicable Currency), and (B) the requested Funding Date (which shall be a Business Day); provided, that Agent may, in its sole discretion, elect to accept as timely requests that are received later than 10:00 a.m. (or 10:00 a.m. London time or 4:00 p.m. London time, as applicable, with respect to a European Borrowing) on the applicable Business Day.  At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time.  In such circumstances, Borrowers agree that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.  Borrowings for the account of US Borrower shall be denominated in Dollars and Borrowings for a European Borrower shall be denominated as set forth in Section 2.15.  Requests for LIBOR Rate Loans will also be subject to Section 2.12.

(b)           Making of US Swing Loans.  In the case of a request for a US Revolving Loan and so long as either (i) the aggregate amount of US Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to US Swing Loans since the last Settlement Date, plus the amount of the requested US Swing Loan does not exceed $10,000,000 or (ii) US Swing Lender, in its sole discretion, agrees to make a US Swing Loan notwithstanding the foregoing limitation, US Swing Lender shall make a US Revolving Loan (any such US Revolving Loan made by US Swing Lender pursuant to this Section 2.3(b) being referred to as a “US Swing Loan” and all such US Revolving Loans being referred to as “US Swing Loans”) available to US Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the US Designated Account. Each US Swing Loan shall be deemed to be a US Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other US Revolving Loans, except that all payments (including interest) on any US Swing Loan shall be payable to US Swing Lender solely for its own account.  Subject to the provisions of Section 2.3(d)(ii), US Swing Lender shall not make and shall not be obligated to make any US Swing Loan if US Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the US Availability on such Funding Date.  US Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any US Swing Loan.  The US Swing Loans shall constitute US Revolving Loans and US Obligations, and bear interest at the rate applicable from time to time to US Revolving Loans that are Base Rate Loans.

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(c)           Making of Revolving Loans.

(i)            In the event that US Swing Lender is not obligated to make a US Swing Loan or the Borrowing is for a European Revolving Loan, then after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the US Lenders or European Lenders, as applicable, by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing and whether such Borrowing is for the account of US Borrower or for the account of a European Borrower; such notification to be sent on the requested Funding Date in the case of a US Borrowing that accrues interest at the Floating Rate, on the Business Day that is 1 Business Day prior to the requested Funding Date in the case of a European Borrowing that accrues interest at the Floating Rate and 3 Business Days prior to the requested Funding Date in the case of a LIBOR Rate Loan.  If Agent has timely notified the applicable Lenders of a requested Borrowing as provided above, then each applicable Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds in the Applicable Currency, to Agent’s Applicable Account, not later than 10:00 a.m. (or 1:00 p.m. London time, in the case of a European Borrowing) on the Business Day that is the requested Funding Date.  After Agent’s receipt of the proceeds of such Revolving Loans from the applicable Lenders, Agent shall make the proceeds thereof available to US Borrower or the applicable European Borrowers, as applicable, on the applicable Funding Date by transferring immediately available funds in the Applicable Currency equal to such proceeds received by Agent to the US Designated Account, the Dutch Designated Account, the UK Designated Account or the German Designated Account, as applicable; provided, that, subject to the provisions of Section 2.3(d)(ii), no Lender shall have an obligation to make any Revolving Loan, if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the US Availability (in the case of a US Borrowing), UK-Dutch Availability (in the case of a UK-Dutch Borrowing) or German Availability (in the case of a German Borrowing) on such Funding Date.

(ii)           Unless Agent receives notice from an applicable Lender prior to 9:30 a.m. (or 9:30 a.m. London time, in the case of a European Borrowing) on the Business Day that is the requested Funding Date relative to a requested Borrowing as to which Agent has notified the applicable Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to Agent for the account of US Borrower UK-Dutch Borrowers or German Borrowers, as applicable, the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each applicable Lender has made or will make such amount available to Agent in immediately available funds in the Applicable Currency on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to US Borrower, UK-Dutch Borrowers or German Borrowers, as applicable, a corresponding amount.  If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to US Borrower, UK-Dutch Borrowers or German Borrowers, as applicable, such amount on the requested Funding Date, then such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, no later than 10:00 a.m. (or 2:00 p.m. London time, in the case of a European Borrowing) on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such

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Borrowing for the Funding Date shall be for Agent’s separate account).  If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to US Borrower, UK-Dutch Borrowers or German Borrowers, as applicable, such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the applicable Defaulting Lender Rate for each day until the date on which such amount is so remitted.  A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error.  If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s US Revolving Loan, UK-Dutch Revolving Loans or German Revolving Loans for all purposes of this Agreement.  If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify US Borrower of such failure to fund and, upon demand by Agent, US Borrower (in the case of US Revolving Loans), UK-Dutch Borrowers (in the case of UK-Dutch Revolving Loans) and German Borrowers (in the case of German Revolving Loans) shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the applicable Revolving Loans composing such Borrowing.

(iii)          The initial borrowing from any Lender by any Dutch Borrower shall be at least €100,000.

(d)           Protective Advances and Optional Overadvances.

(i)            Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) that any of the other applicable conditions precedent set forth in Section 3 are not satisfied, Agent hereby is authorized by Borrowers and the Lenders, from time to time, in Agent’s sole discretion, to make US Revolving Loans to, or for the benefit of, US Borrower and/or UK-Dutch Revolving Loans to, or for the benefit of UK-Dutch Borrowers and/or German Revolving Loans to, or for the benefit of German Borrowers, in each case on behalf of the applicable Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the US Revolving Loans described in this Section 2.3(d)(i) shall be referred to as “US Protective Advances”, the UK-Dutch Revolving Loans described in this Section 2.3(d)(i) shall be referred to as the “UK-Dutch Protective Advances” and the German Revolving Loans described in this Section 2.3(d)(i) shall be referred to as the “German Protective Advances”).

(ii)           Any contrary provision of this Agreement or any other Loan Document notwithstanding, the applicable Lenders hereby authorize Agent or US Swing Lender, as applicable, and either Agent or US Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make US Revolving Loans (including US Swing Loans) to US Borrower, UK-Dutch Revolving Loans to UK-Dutch Borrowers and German Revolving Loans to German Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (A) with respect to any such US Revolving Loan, (i) after giving effect to such US Revolving Loans, the outstanding US Revolver Usage does not exceed the US Borrowing Base by more than 10% of the Maximum Revolver Amount, and (ii) after giving

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effect to such US Revolving Loans, the outstanding US Revolver Usage (except for and excluding amounts charged to the US Loan Account for interest, fees, or Lender Group Expenses) does not exceed the sum of (x) the Maximum Revolver Amount minus (y) European Revolver Usage, (B) with respect to any such UK-Dutch Revolving Loans; (i) after giving effect to such UK-Dutch Revolving Loans, the Dollar Equivalent of the outstanding UK-Dutch Revolver Usage does not exceed the UK-Dutch Borrowing Base by more than 10% of the UK-Dutch Maximum Revolver Amount, and (ii) after giving effect to such UK-Dutch Revolving Loans, the sum of the Dollar Equivalent of the outstanding UK-Dutch Revolver Usage (except for and excluding amounts charged to the UK-Dutch Loan Account for interest, fees, or Lender Group Expenses) does not exceed the UK-Dutch Maximum Revolver Amount and (C) with respect to any such German Revolving Loans; (i) after giving effect to such German Revolving Loans, the Dollar Equivalent of the outstanding Aggregate German Revolver Usage does not exceed the Aggregate German Borrowing Base by more than 10% of the German Maximum Revolver Amount, and (ii) after giving effect to such German Revolving Loans, the sum of the Dollar Equivalent of the outstanding Aggregate German Revolver Usage (except for and excluding amounts charged to the German Loan Account for interest, fees, or Lender Group Expenses) does not exceed the German Maximum Revolver Amount.  In the event Agent obtains actual knowledge that the US Revolver Usage, UK-Dutch Revolver Usage or Aggregate German Revolver Usage exceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, Agent shall notify the applicable Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the applicable Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value, in which case Agent may make such Overadvances and provide notice as promptly as practicable thereafter), and the applicable Lenders with the Commitment thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with the applicable Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the applicable Revolving Loans to such Borrowers to an amount permitted by the preceding sentence.  In such circumstances, if any Lender with an applicable Commitment objects to the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders.  The foregoing provisions are meant for the benefit of the Lenders and Agent and are not meant for the benefit of Borrowers (it being understood that Required Lenders may, without the consent of Borrowers, waive any of the restrictions or limitations in respect of Overadvances set forth in this clause (ii)), which shall continue to be bound by the provisions of Section 2.4(e).  Each Lender with a Commitment shall be obligated to settle with Agent as provided in Section 2.3(e) (or Section 2.3(g), as applicable) for the amount of such Lender’s Pro Rata Share of any applicable unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.3(d)(ii), and any applicable Overadvances resulting from the charging to the applicable Loan Account of interest, fees, or Lender Group Expenses.

(iii)          Each US Protective Advance and each US Overadvance (each, a “US Extraordinary Advance”) shall be deemed to be a US Revolving Loan hereunder, each UK-Dutch Protective Advance and each UK-Dutch Overadvance (each, a “UK-Dutch Extraordinary Advance”) shall be deemed to be a UK-Dutch Revolving Loan hereunder and each German

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Protective Advance and each German Overadvance (each, a “German Extraordinary Advance”) shall be deemed to be a German Revolving Loan hereunder.  No Extraordinary Advance shall be eligible to be a LIBOR Rate Loan.  Prior to Settlement with respect to any Extraordinary Advances, all payments on the Extraordinary Advances shall be payable to Agent solely for its own account.  The Extraordinary Advances shall be repayable on demand and constitute US Obligations, UK-Dutch Obligations or German Obligations, as applicable, hereunder, and bear interest at the Floating Rate.  The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, US Swing Lender, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) in any way.

(e)           Settlement.  It is agreed that each Lender’s funded portion of the (i) US Revolving Loans is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding US Revolving Loans, (ii) UK-Dutch Revolving Loans is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding UK-Dutch Revolving Loans and (iii) German Revolving Loans is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding German Revolving Loans.  Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement set forth in this clause (e) shall not be for the benefit of Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Revolving Loans, the US Swing Loans, and the Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions:

(i)            Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent in its sole discretion (1) on behalf of US Swing Lender, with respect to the outstanding US Swing Loans, (2) for itself, with respect to the outstanding Extraordinary Advances, and (3) with respect to US Borrower’s or its Subsidiaries’ payments or other amounts received, as to each by notifying the applicable Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (or 2:00 p.m. London time in the case of European Obligations) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”).  Such notice of a Settlement Date shall include a summary statement of the amount of outstanding US Revolving Loans, US Swing Loans, UK-Dutch Revolving Loans, German Revolving Loans, US Extraordinary Advances, UK-Dutch Extraordinary Advances and German Extraordinary Advances for the period since the prior Settlement Date.  Subject to the terms and conditions contained herein (including Section 2.3(g)):  (y) if the amount of the applicable Revolving Loans (including US Swing Loans and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the applicable Revolving Loans (including US Swing Loans and Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (or 2:00 p.m. London time, in the case of a Settlement of European Revolving Loans) on the Settlement Date, transfer in immediately available funds in the Applicable Currency to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the US Revolving Loans (including US Swing Loans and US Extraordinary Advances) and/or UK-Dutch Revolving Loans (including UK-Dutch Extraordinary Advances) and/or German Revolving Loans (including German Extraordinary Advances), and (z) if the amount of the applicable Revolving Loans (including US Swing Loans and Extraordinary Advances) made by a

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Lender is less than such Lender’s Pro Rata Share of the applicable Revolving Loans (including US Swing Loans and Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (or 2:00 p.m. London time, in the case of a Settlement of European Revolving Loans) on the Settlement Date transfer in immediately available funds in the Applicable Currency to Agent’s Applicable Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the US Revolving Loans (including US Swing Loans and US Extraordinary Advances) and/or UK-Dutch Revolving Loans (including UK-Dutch Extraordinary Advances) and/or German Revolving Loans (including German Extraordinary Advances).  Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the US Swing Loans or Extraordinary Advances, as applicable, and shall constitute applicable Revolving Loans of such Lenders.  If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

(ii)           In determining whether a Lender’s balance of the applicable Revolving Loans, US Swing Loans, and Extraordinary Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the applicable Revolving Loans, US Swing Loans, and Extraordinary Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments applicable to such Obligations actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral.

(iii)          Between Settlement Dates, Agent, to the extent Extraordinary Advances or US Swing Loans are outstanding, may pay over to Agent or US Swing Lender, as applicable, any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the applicable Revolving Loans, for application to the Extraordinary Advances or US Swing Loans.  Between Settlement Dates, Agent, to the extent no Extraordinary Advances or US Swing Loans are outstanding, may pay over to US Swing Lender any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the US Revolving Loans, for application to US Swing Lender’s Pro Rata Share of the US Revolving Loans.  If, as of any Settlement Date, payments or other amounts of US Borrower or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to US Swing Lender’s Pro Rata Share of the US Revolving Loans other than to US Swing Loans, as provided for in the previous sentence, US Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding US Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the US Revolving Loans.  During the period between Settlement Dates, US Swing Lender with respect to US Swing Loans, Agent with respect to Extraordinary Advances, and each Lender with respect to the Revolving Loans other than US Swing Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by US Swing Lender, Agent, or the Lenders, as applicable.

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(iv)          Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g).

(f)            Notation.  Agent, as a non-fiduciary agent for Borrowers, shall maintain a register showing, in the Applicable Currency, the principal amount of the Revolving Loans (and portion of the Term Loan, as applicable), owing to each Lender, including the US Swing Loans owing to US Swing Lender, and Extraordinary Advances owing to Agent, and the interests therein of each Lender, from time to time and such register shall, absent manifest error, conclusively be presumed to be correct and accurate.

(g)           Defaulting Lenders.

(i)            Notwithstanding the provisions of Section 2.4(b)(ii), Agent shall not be obligated to transfer to a Defaulting Lender any payments made by any Borrower to Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, (A) in the absence of such transfer to a Defaulting US Lender, Agent shall transfer any such payments pertaining to US Revolving Loans or US Collateral, (1) first, to US Swing Lender to the extent of any US Swing Loans that were made by US Swing Lender and that were required to be, but were not, paid by the Defaulting US Lender, (2) second, to Issuing Lender, to the extent of the portion of a US Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting US Lender, (3) third, to each Non-Defaulting US Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulting US Lender’s portion of a US Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting US Lender), (4) to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of US Borrower (upon the request of US Borrower and subject to the conditions set forth in Section 3.2) as if such Defaulting US Lender had made its portion of US Revolving Loans (or other funding obligations) hereunder, (5) to the payment of any amounts owing to the Lenders, the Issuing Lender or US Swing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lender or US Swing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (6) so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (7) from and after the date on which all other US Obligations have been paid in full, to such Defaulting US Lender in accordance with tier (A)(13) of Section 2.4(b)(ii), and (B) with the absence of such transfer to a Defaulting European Lender, Agent shall transfer such payments pertaining to European Revolving Loans, European Collateral and, to the extent all US Obligations have been paid in full, US Collateral, (1) first, to Issuing Lender, to the extent of the portion of a European Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting European Lender, (2) second, to each Non-Defaulting European Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulting European Lender’s portion of a European Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting European Lender), (3) to a suspense account maintained by

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Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of European Borrowers (upon the request of Borrowers and subject to the conditions set forth in Section 3.2) as if such Defaulting European Lender had made its portion of European Revolving Loans (or other funding obligations) hereunder, (4) to the payment of any amounts owing to the Lenders, the Issuing Lender or US Swing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lender or US Swing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (5) so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (6) from and after the date on which all other European Obligations have been paid in full, to such Defaulting European Lender in accordance with tier (B)(10) of Section 2.4(b)(ii).  Subject to the foregoing, Agent may hold and, in its discretion, re-lend to the applicable Borrowers for the account of any Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender.  Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fees payable under Section 2.10(b), such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any of the matters governed by Section 14.1(a)(i) through (iii).  The provisions of this Section 2.3(g) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting US Lenders or Non-Defaulting European Lenders (as applicable), Agent, Issuing Lender, and Borrowers shall have waived, in writing, the application of this Section 2.3(g) to such Defaulting Lender, or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by Agent pursuant to Section 2.3(g)(ii) shall be released to the applicable Borrowers).  The operation of this Section 2.3(g) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by any Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrowers of their duties and obligations hereunder to Agent, Issuing Lender, or to the Lenders other than such Defaulting Lender and no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrowers while that Lender was a Defaulting Lender and, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.  Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrowers, at their option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitments of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent.  In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of

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Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Letters of Credit); provided, that any such assumption of the Commitments of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.  In the event of a direct conflict between the priority provisions of this Section 2.3(g) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.  In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3(g) shall control and govern.

(ii)           If any US Swing Loan or US Letter of Credit is outstanding at the time that a US Lender becomes a Defaulting US Lender then:

(A)          such Defaulting US Lender’s US Swing Loan Exposure and Letter of Credit Exposure shall be reallocated among the Non-Defaulting US Lenders in accordance with their respective Pro Rata Shares (it being understood such US Defaulting Lender’s US Swing Loan Exposure shall be reallocated among Non-Defaulting US Lenders with a Commitment and such Defaulting US Lender’s US Letter of Credit Exposure shall be reallocated among Non-Defaulting US Lenders with a Commitment to the extent such US Letter of Credit Exposure arises from a Letter of Credit) but only to the extent (x) the sum of all Non-Defaulting US Lenders’ Revolving Loan Exposures plus such Defaulting US Lender’s US Swing Loan Exposure and applicable US Letter of Credit Exposure does not exceed the total of all Non-Defaulting US Lenders’ Commitments and (y) the conditions set forth in Section 3.2 are satisfied at such time;

(B)           if the reallocation described in clause (A) above cannot, or can only partially, be effected, the applicable Borrowers shall within one Business Day following notice by the Agent (x) first, prepay such Defaulting US Lender’s US Swing Loan Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) and (y) second, cash collateralize such Defaulting US Lender’s applicable US Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Agent, for so long as such Letter of Credit Exposure is outstanding; provided, that Borrowers shall not be obligated to cash collateralize any Defaulting US Lender’s US Letter of Credit Exposure if such Defaulting US Lender is also the Issuing Lender;

(C)           if the applicable Borrowers cash collateralize any portion of such Defaulting US Lender’s US Letter of Credit Exposure pursuant to this Section 2.3(g)(ii), such Borrowers shall not be required to pay any Letter of Credit Fees to Agent for the account of such Defaulting US Lender pursuant to Section 2.6(b) with respect to such cash collateralized portion of such Defaulting US Lender’s US Letter of Credit Exposure during the period such Letter of Credit Exposure is cash collateralized;

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(D)          to the extent the US Letter of Credit Exposure of the Non-Defaulting US Lenders is reallocated pursuant to this Section 2.3(g)(ii), then the Letter of Credit Fees payable to the Non-Defaulting US Lenders pursuant to Section 2.6(b) shall be adjusted in accordance with such Non-Defaulting US Lenders’ US Letter of Credit Exposure;

(E)           to the extent any Defaulting US Lender’s US Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.3(g)(ii), then, without prejudice to any rights or remedies of the Issuing Lender or any US Lender hereunder, all Letter of Credit Fees that would have otherwise been payable to such Defaulting US Lender under Section 2.6(b) with respect to such portion of such Letter of Credit Exposure shall instead be payable to the Issuing Lender until such portion of such Defaulting Lender’s US Letter of Credit Exposure is cash collateralized or reallocated;

(F)           so long as any US Lender is a Defaulting US Lender, the US Swing Lender shall not be required to make any US Swing Loan and the Issuing Lender shall not be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) the Defaulting US Lender’s Pro Rata Share of such US Swing Loans or US Letter of Credit cannot be reallocated pursuant to this Section 2.3(g)(ii) or (y) the US Swing Lender or Issuing Lender, as applicable, has not otherwise entered into arrangements reasonably satisfactory to the US Swing Lender or Issuing Lender, as applicable, and Borrowers to eliminate the US Swing Lender’s or Issuing Lender’s risk with respect to the Defaulting US Lender’s participation in US Swing Loans or US Letters of Credit; and

(G)           Agent may release any cash collateral provided by Borrowers pursuant to this Section 2.3(g)(ii) to the Issuing Lender and the Issuing Lender may apply any such cash collateral to the payment of such Defaulting US Lender’s Pro Rata Share of any US Letter of Credit Disbursement that is not reimbursed by the applicable Borrowers in respect of its Obligations with respect to US Letters of Credit.

(iii)          If any European Letter of Credit is outstanding at the time that a European Lender becomes a Defaulting European Lender then:

(A)          such Defaulting European Lender’s Letter of Credit Exposure shall be reallocated among the Non-Defaulting European Lenders in accordance with their respective Pro Rata Shares (it being understood such Defaulting European Lender’s UK-Dutch Letter of Credit Exposure and/or German Letter of Credit Exposure shall be reallocated among Non-Defaulting European Lenders with a UK-Dutch Commitment or German Commitment to the extent such European Letter of Credit Exposure arises from a Letter of Credit) but only to the extent (x) the sum of all Non-Defaulting European Lenders’ Revolving Loan Exposures plus applicable UK-Dutch Letter of Credit Exposure and/or German Letter of Credit Exposure does not exceed the total of all Non-Defaulting European Lenders’ UK-Dutch Commitments and/or German Commitments and (y) the conditions set forth in Section 3.2 are satisfied at such time;

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(B)           if the reallocation described in clause (A) above cannot, or can only partially, be effected, the applicable Borrowers shall within one Business Day following notice by the Agent cash collateralize such Defaulting European Lender’s applicable European Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Agent, for so long as such Letter of Credit Exposure is outstanding; provided, that Borrowers shall not be obligated to cash collateralize any Defaulting European Lender’s applicable European Letter of Credit Exposure if such Defaulting European Lender is also the Issuing Lender;

(C)           if the applicable Borrowers cash collateralize any portion of such Defaulting European Lender’s European Letter of Credit Exposure pursuant to this Section 2.3(g)(iii), such Borrowers shall not be required to pay any Letter of Credit Fees to Agent for the account of such Defaulting European Lender pursuant to Section 2.6(b) with respect to such cash collateralized portion of such Defaulting European Lender’s European Letter of Credit Exposure during the period such Letter of Credit Exposure is cash collateralized;

(D)          to the extent any European Letter of Credit Exposure of the Non-Defaulting European Lenders is reallocated pursuant to this Section 2.3(g)(iii), then the Letter of Credit Fees payable to the Non-Defaulting European Lenders pursuant to Section 2.6(b) shall be adjusted in accordance with such Non-Defaulting US Lenders’ European Letter of Credit Exposure;

(E)           to the extent any Defaulting European Lender’s European Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.3(g)(iii), then, without prejudice to any rights or remedies of the Issuing Lender or any European Lender hereunder, all Letter of Credit Fees that would have otherwise been payable to such Defaulting European Lender under Section 2.6(b) with respect to such portion of such Letter of Credit Exposure shall instead be payable to the Issuing Lender until such portion of such Defaulting Lender’s European Letter of Credit Exposure is cash collateralized or reallocated;

(F)           Agent may release any cash collateral provided by Borrowers pursuant to this Section 2.3(g)(iii) to the Issuing Lender and the Issuing Lender may apply any such cash collateral to the payment of such Defaulting European Lender’s Pro Rata Share of any European Letter of Credit Disbursement that is not reimbursed by the applicable Borrowers in respect of its Obligations with respect to European Letters of Credit.

(h)           Independent Obligations.  All Revolving Loans (other than US Swing Loans and Extraordinary Advances) shall be made by the applicable Lenders contemporaneously and in accordance with their Pro Rata Shares.  It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Revolving Loan (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations

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hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

2.4.                  Payments; Reductions of Commitments; Prepayments.

(a)           Payments by Borrowers.

(i)            Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Applicable Account for the account of the Lender Group and shall be made in immediately available funds in the Applicable Currency, no later than 1:30 p.m. (or 2:00 p.m. London time for payments to be made to Agent’s European Account) on the date specified herein.  Any payment received by Agent later than 1:30 p.m. (or 2:00 p.m. London time for payments to be made to Agent’s European Account) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(ii)           Unless Agent receives notice from US Borrower prior to the date on which any payment is due to any of the Lenders, as applicable, that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each applicable Lender on such due date an amount equal to the amount then due such Lender.  If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each applicable Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(b)           Apportionment and Application.

(i)            So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of Issuing Lender) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates.  Subject to Section 2.4(b)(iv) and Section 2.17, all payments in respect of US Obligations to be made hereunder by Borrowers shall be remitted to Agent and all such payments, and all proceeds of Collateral securing US Obligations received by Agent, shall be applied, so long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting US Lenders, first to reduce the balance of the US Revolving Loans outstanding, second to reduce the balance of the Term Loan and, thereafter, to US Borrower (to be wired to the US Designated Account) or such other Person entitled thereto under applicable law.  Subject to Section 2.4(b)(iv) and Section 2.17, all payments in respect of UK-Dutch Obligations to be made hereunder by Borrowers shall be remitted to Agent and all such payments, and all proceeds

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of Collateral securing UK-Dutch Obligations (excluding Collateral of the US Loan Parties) received by Agent, shall be applied, so long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting UK-Dutch Lenders to reduce the balance of the UK-Dutch Revolving Loans outstanding and, thereafter, to UK-Dutch Borrowers (to be wired to the Dutch Designated Account (or the UK Designated Account if requested in writing by the UK-Dutch Administrative Borrower)) or such other Person entitled thereto under applicable law; provided that notwithstanding the foregoing, proceeds in Sterling shall be used to repay outstanding Sterling Revolving Loans prior to application to outstanding Euro Revolving Loans and proceeds in Euro shall be used to repay outstanding Euro Revolving Loans prior to application to outstanding Sterling Revolving Loans.  Subject to Section 2.4(b)(iv) and Section 2.17, all payments in respect of German Obligations to be made hereunder by Borrowers shall be remitted to Agent and all such payments, and all proceeds of Collateral securing German Obligations (excluding Collateral of the US Loan Parties) received by Agent, shall be applied, so long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting German Lenders, to reduce the balance of the German Revolving Loans of the applicable German Borrower to which such payments or proceeds relate to outstanding and, thereafter, to the applicable German Borrower (to be wired to the German Designated Account of such Borrower) or such other Person entitled thereto under applicable law.

(ii)           At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows:

(A)          All payments in respect of US Obligations and all proceeds of Collateral securing the US Obligations received by Agent shall be applied as follows:

(1)           first, to pay any Lender Group Expenses (including cost or expense reimbursements) owing by US Loan Parties or indemnities then due to Agent under the Loan Documents in respect of the US Obligations, until paid in full,

(2)           second, to pay any fees or premiums then due to Agent under the Loan Documents in respect of the US Obligations until paid in full,

(3)           third, to pay interest due in respect of all US Protective Advances until paid in full,

(4)           fourth, to pay the principal of all US Protective Advances until paid in full,

(5)           fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) owing by US Loan Parties or indemnities then due to any of the Lenders under the Loan Documents in respect of the US Obligations, until paid in full,

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(6)           sixth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents in respect of the US Obligations until paid in full,

(7)           seventh, to pay interest accrued in respect of the US Swing Loans until paid in full,

(8)           eighth, to pay the principal of all US Swing Loans until paid in full,

(9)           ninth, ratably, to pay interest accrued in respect of the US Revolving Loans (other than US Protective Advances) and the Term Loan until paid in full,

(10)         tenth, ratably

i.              to pay the principal of all US Revolving Loans and the Term Loan until paid in full, and

ii.             to Agent, to be held by Agent, for the benefit of Issuing Lender (and for the ratable benefit of each of the Lenders that have an obligation to pay to Agent, for the account of Issuing Lender, a share of each US Letter of Credit Disbursement), as cash collateral in an amount up to 105% of the US Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to the reimbursement of any US Letter of Credit Disbursement as and when such disbursement occurs and, if a US Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A)(1) hereof).

(11)         eleventh, to pay European Obligations set forth in and in the order set forth in clauses (1) through (8) of Section 2.4(b)(ii)(B) arising as a result of any guaranty by any US Loan Party of the European Obligations (and if no amounts are due under any such guaranty, to cash collateralize the obligations under such guaranty),

(12)         twelfth, ratably, up to the amount (after taking into account any amounts previously paid pursuant to this clause (12) during the continuation of the applicable Application Event) of the most recently established US Bank Product Reserve to (y) the Bank Product Providers based upon amounts then certified by the applicable Bank Product Providers to Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Providers on account of US Bank Product Obligations (other than Former Lender US Bank Product Obligations), and (z) with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to US Bank Product Obligations (other than Former Lender US Bank Product Obligations) owed to the

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applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such US Bank Product Obligations (other than Former Lender US Bank Product Obligations) are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such US Bank Product Obligations (other than Former Lender US Bank Product Obligations) shall be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A)(1) hereof,

(13)         thirteenth, to pay European Obligations set forth in clause (9) of Section 2.4(b)(ii)(B) arising as a result of any guaranty by any US Loan Party of the European Obligations (and if no amounts are due under any such guaranty, to cash collateralize the obligations under such guaranty),

(14)         fourteenth, to pay any other US Obligations other than US Obligations owed to Defaulting Lenders,

(15)         fifteenth, ratably, up to the amount (after taking into account any amounts previously paid pursuant to this clause (15) during the continuation of the applicable Application Event) of the most recently established US Bank Product Reserve to (y) the Bank Product Providers based upon amounts then certified by the applicable Bank Product Providers to Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Providers on account of Former Lender US Bank Product Obligations, and (z) with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Former Lender US Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Former Lender US Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Former Lender US Bank Product Obligations shall be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A)(1) hereof,

(16)         sixteenth, to pay European Obligations set forth in clause (10) of Section 2.4(b)(ii)(B) arising as a result of any guaranty by any US Loan Party of the European Obligations (and if no amounts are due under any such guaranty, to cash collateralize the obligations under such guaranty),

(17)         seventeenth, ratably to pay any US Obligations owed to Defaulting Lenders;

(18)         eighteenth, to pay European Obligations set forth in clause (12) of Section 2.4(b)(ii)(B) arising as a result of any guaranty by any US Loan Party of the European Obligations (and if no amounts are due under any such guaranty, to cash collateralize the obligations under such guaranty), and

(19)         nineteenth, to US Borrower (to be wired to the US Designated Account) or such other Person entitled thereto under applicable law.

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(B)           All payments in respect of European Obligations and all proceeds of Collateral securing the European Obligations received by Agent shall be applied as follows:

(1)           first, to pay any Lender Group Expenses (including cost or expense reimbursements) owing by European Loan Parties or indemnities then due to Agent under the Loan Documents in respect of the European Obligations, until paid in full,

(2)           second, to pay any fees or premiums then due to Agent under the Loan Documents in respect of the European Obligations until paid in full,

(3)           third, to pay interest due in respect of all European Protective Advances until paid in full,

(4)           fourth, to pay the principal of all European Protective Advances until paid in full,

(5)           fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) owing by European Loan Parties or indemnities then due to any of the Lenders under the Loan Documents in respect of the European Obligations, until paid in full,

(6)           sixth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents in respect of the European Obligations until paid in full,

(7)           seventh, ratably, to pay interest accrued in respect of the European Revolving Loans (other than European Protective Advances) until paid in full,

(8)           eighth, ratably

i.              to pay the principal of all European Revolving Loans until paid in full, and

ii.             to Agent, to be held by Agent, for the benefit of Issuing Lender (and for the ratable benefit of each of the Lenders that have an obligation to pay to Agent, for the account of Issuing Lender, a share of each European Letter of Credit Disbursement), as cash collateral in an amount up to 110% of the European Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to the reimbursement of any European Letter of Credit Disbursement as and when such disbursement occurs and, if a European Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (B)(1) hereof).

(9)           ninth, ratably, up to the amount (after taking into account any amounts previously paid pursuant to this clause (9) during the continuation of the

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applicable Application Event) of the most recently established European Bank Product Reserve to (y) the Bank Product Providers based upon amounts then certified by the applicable Bank Product Provider to Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Providers on account of European Bank Product Obligations (other than Former Lender European Bank Product Obligations), and (z) with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to European Bank Product Obligations (other than Former Lender European Bank Product Obligations) owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such European Bank Product Obligations (other than Former Lender European Bank Product Obligations) are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such European Bank Product Obligations (other than Former Lender European Bank Product Obligations) shall be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (B)(1) hereof,

(10)         tenth, to pay any other European Obligations other than European Obligations owed to Defaulting Lenders,

(11)         eleventh, ratably, up to the amount (after taking into account any amounts previously paid pursuant to this clause (11) during the continuation of the applicable Application Event) of the most recently established European Bank Product Reserve to (y) the Bank Product Providers based upon amounts then certified by the applicable Bank Product Provider to Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Providers on account of Former Lender European Bank Product Obligations, and (z) with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Former Lender European Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Former Lender European Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Former Lender European Bank Product Obligations shall be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (B)(1) hereof,

(12)         twelfth, ratably to pay any European Obligations owed to Defaulting Lenders; and

(13)         thirteenth, to UK-Dutch Borrowers (to be wired to the Dutch Designated Account (or the UK Designated Account if requested by the UK-Dutch Administrative Borrower)), the German Borrowers (to be wired to the German Designated Account) or such other Person entitled thereto under applicable law.

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(iii)          Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).

(iv)          In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document.

(v)           For purposes of Section 2.4(b)(ii), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

(vi)          In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.  In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, if the conflict relates to the provisions of Section 2.3(g) and this Section 2.4, then the provisions of Section 2.3(g) shall control and govern, and if otherwise, then the terms and provisions of this Section 2.4 shall control and govern.

(vii)         If it is unclear whether a payment is in respect of US Obligations, UK-Dutch Obligations or German Obligations, such payment shall be, so long as no Application Event has occurred and is continuing, as specified by the Borrowers or, if not so specified or if an Application Event has occurred and is continuing, reasonably determined by Agent (and in the absence of such determination, shall be assumed to be a payment in respect of US Obligations until the US Obligations are paid in full).

(viii)        If Collateral secures both US Obligations and European Obligations, such proceeds shall be applied, first to the US Obligations until the US Obligations are paid in full, and then to the European Obligations.  Collateral of a German Borrower shall be applied first to the German Obligations of such German Borrower in the order of Section 2.4(b)(ii)(B) and second to the other European Obligations pursuant to Section 2.4(b)(ii)(B).

(c)           Reduction of Commitments.

(i)            The Commitments shall terminate on the Maturity Date.  Borrowers may reduce (i) the US Revolver Commitments to an amount (which may be zero) not less than the sum of (A) the US Revolver Usage as of such date, plus (B) the Dollar Equivalent of the European Revolver Usage as of such date, plus (C) the Dollar Equivalent of the principal amount of any US Revolving Loans or European Revolving Loans (as applicable) not yet made as to which a request has been given by Borrowers under Section 2.3(a), plus (D) amount of all US Letters of Credit not yet issued as to which a request has been given by Borrowers, (ii) the

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UK-Dutch Revolver Commitments to an amount (which may be zero) not less than the sum of (A) the Dollar Equivalent of the UK-Dutch Revolver Usage as of such date, plus (B) the Dollar Equivalent of the principal amount of any UK-Dutch Revolving Loans not yet made as to which a request has been given by Borrowers under Section 2.3(a), plus (C) the Dollar Equivalent of the amount of all UK-Dutch Letters of Credit not yet issued as to which a request has been given by Borrowers or (iii) the German Revolver Commitments to an amount (which may be zero) not less than the sum of (A) the Dollar Equivalent of the Aggregate German Revolver Usage as of such date, plus (B) the Dollar Equivalent of the principal amount of any German Revolving Loans not yet made as to which a request has been given by Borrowers under Section 2.3(a), plus (C) the Dollar Equivalent of the amount of all German Letters of Credit not yet issued as to which a request has been given by Borrowers.  Each such reduction shall be in an amount which is not less than $5,000,000 (unless the applicable Commitments are being reduced to zero and the amount of the applicable Commitments in effect immediately prior to such reduction are less than $5,000,000), shall be made by providing not less than 5 Business Days prior written notice to Agent, and shall be, except as provided in Section 3.5, irrevocable.  Once reduced, the applicable Commitments may not be increased (other than pursuant to an increase permitted under Section 2.14 hereof).  Each such reduction of the applicable Commitments shall reduce (x) the applicable Commitments of each Lender proportionately in accordance with its ratable share thereof and (y) the Maximum Revolver Amount and the European Maximum Revolver Amount dollar for dollar.

(ii)           Term Loan Commitments.  The Term Loan Commitments shall terminate upon the making of the Term Loan.

(d)           Optional Prepayments.

(i)            Borrowers may prepay the principal of any US Revolving Loan at any time in whole or in part.  Borrowers may prepay the principal of any European Revolving Loan upon prior written notice of at least one (1) Business Day.

(ii)           Term Loan.  Borrowers may, upon at least 10 Business Days prior written notice to Agent, prepay the principal of the Term Loan, in whole or in part.  Each prepayment made pursuant to this Section 2.4(d)(ii) shall be accompanied by the payment of accrued interest to the date of such payment on the amount prepaid.  Each such prepayment shall be applied against the remaining installments of principal due on the Term Loan on a pro rata basis (for the avoidance of doubt, any amount that is due and payable on the Term Loan Maturity Date shall constitute an installment).

(e)           Mandatory Prepayments.

(i)            Maximum Revolver Amount; US Borrowing Base.  If, at any time, (A) the US Revolver Usage plus European US Availability Usage on such date exceeds (B) the lesser of (x) the Maximum Revolver Amount or (y) the US Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, then in each case, US Borrower shall, within one (1) Business Day thereof, prepay the US Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

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(ii)           Dispositions.  Until the Term Loan has been repaid in full in cash, within 1 Business Day of the date of receipt by any Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by any Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which (x) qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (j), (k), (l), (m), (o), (p) and (q) of the definition of Permitted Dispositions or (y) individually or in the aggregate, following the Closing Date, result in Net Cash Proceeds of less than $500,000 in any fiscal year), Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) not later than five (5) Business Days after the receipt of such Net Cash Proceeds, UK-Dutch Administrative Borrower shall have given Agent prior written notice of UK-Dutch Administrative Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of any Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) the applicable Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii).  Nothing contained in this Section 2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

(iii)          Extraordinary Receipts.  Until the Term Loan has been repaid in full in cash, within 1 Business Day of the date of receipt by any Borrower or any of its Subsidiaries of any Extraordinary Receipts, Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts.

(iv)          Indebtedness.  Until the Term Loan has been repaid in full in cash, within 1 Business Day of the date of incurrence by any Borrower or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such incurrence.  The provisions of this Section 2.4(e)(iv) shall not be deemed to be implied consent to any such incurrence otherwise prohibited by the terms of this Agreement.

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(v)           Equity.  Until the Term Loan has been repaid in full in cash, within 1 Business Day of the date of the issuance by any Borrower or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to any Borrower or such Subsidiary, as applicable, (B) the issuance of Equity Interests by any Borrower or Subsidiary to any Person that is an equity holder of any Borrower or Subsidiary prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interest of any Borrower or Subsidiary so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest to such Subject Holder, (C) the issuance of Equity Interest of any Borrower or Subsidiary to directors, officers and employees of such Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interest of any Borrower in order to finance the purchase consideration (or a portion thereof) of any Permitted Acquisition or Capital Expenditure, and (E) the issuance of Equity Interest by a Subsidiary of any Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) — (D) above), Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 50% of the Net Cash Proceeds received by such Person in connection with such issuance.  The provisions of this Section 2.4(e)(v) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

(vi)          Excess Cash Flow.  Until the Term Loan has been repaid in full in cash, within 10 days of delivery to Agent of audited annual financial statements pursuant to Section 5.1, commencing with the delivery to Agent of the financial statements for the US Borrower’s fiscal year ended December 31, 2012 (provided that for the US Borrower’s fiscal year ended December 31, 2012 only, Excess Cash Flow shall only include the last three quarters of such fiscal year), prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to (1) 50% of the Excess Cash Flow of US Borrower and its Subsidiaries for such fiscal year, minus (2) the aggregate amount of all voluntary prepayments or mandatory prepayments pursuant to Section 2.4(e)(ii), 2.4(e)(iii), 2.4(e)(iv), 2.4(e)(v) or 2.4(e)(vi) in respect of the outstanding principal balance of the Term Loan during such fiscal year; provided, that any Excess Cash Flow payment made pursuant to this Section 2.4(e)(vi) shall exclude the portion of Excess Cash Flow that is attributable to the target of a Permitted Acquisition and that accrued prior to the closing date of such Permitted Acquisition.

(vii)         UK-Dutch Maximum Revolver Amount; UK-Dutch Borrowing Base.  If, at any time, (A) the Dollar Equivalent of the UK-Dutch Revolver Usage on such date exceeds (B) either (x) the Maximum UK-Dutch Revolver Amount or (y) the UK-Dutch Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, then in each case, UK-Dutch Borrowers shall, within one (1) Business Day thereof, prepay the UK-Dutch Obligations in accordance with Section 2.4(f)(iii) in an aggregate amount equal to the amount of such excess.

(viii)        German Maximum Revolver Amount; Aggregate German Borrowing Base.  If, at any time, (A) (I) the Dollar Equivalent of the Aggregate German Revolver Usage on such date exceeds (II) either (x) the Maximum German Revolver Amount or

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(y) the Aggregate German Borrowing Base or B(I) the Dollar Equivalent of the German Revolver Usage of any German Borrower on such date exceeds (II) the German Borrowing Base of such German Borrower, in each case reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, then in each case, such German Borrower shall, within one (1) Business Day thereof, prepay any German Obligations to the extent owing by such German Borrower and to the extent such German Borrower shall fail to repay such excess, the other German Borrower shall within one (1) business Day prepay such German Obligations in accordance with Section 2.4(f)(iv) in an aggregate amount equal to the amount of such excess.

(f)            Application of Payments.

(i)            Each prepayment pursuant to Section 2.4(e)(i) shall, (A) so long as no Application Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the US Revolving Loans until paid in full, and second, to cash collateralize the US Letters of Credit in an amount equal to 105% of the then outstanding US Letter of Credit Usage.

(ii)           Each prepayment pursuant to Section 2.4(e)(ii), 2.4(e)(iii), 2.4(e)(iv), 2.4(e)(v) or 2.4(e)(vi) shall (A) so long as no Application Event shall have occurred and be continuing, be applied to the outstanding principal amount of the Term Loan until paid in full, and thereafter to US Borrower (to be wired to the US Designated Account) or such other Person entitled thereto under applicable law, and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii)(B).  Each such prepayment of the Term Loan shall be applied against the remaining installments of principal of the Term Loan on a pro rata basis (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment).

(iii)          Each prepayment pursuant to Section 2.4(e)(vii) shall, (A) so long as no Application Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the UK-Dutch Revolving Loans until paid in full, and second, to cash collateralize the UK-Dutch Letters of Credit in an amount equal to 110% of the then outstanding UK-Dutch Letter of Credit Usage.

(iv)          Each prepayment pursuant to Section 2.4(e)(viii) shall, (A) so long as no Application Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the German Revolving Loans of the applicable German Borrower until paid in full, and second, to cash collateralize all German Letters of Credit issued on behalf of the applicable German Borrower in an amount equal to 110% of the then outstanding Aggregate German Letter of Credit Usage.

2.5.                  Promise to Pay; Lender Group Expenses.

(a)           US Borrower agrees to pay the Lender Group Expenses owing by US Borrower or any other Loan Party within 5 Business Days following the date on which the applicable Lender Group Expenses were invoiced to the US Borrower; provided, however, that at any time that an Event of Default shall have occurred ad be continuing, such Lender Group Expenses shall be due and payable on demand therefor is made by Agent (it being acknowledged

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and agreed that any charging of such costs, expenses or Lender Group Expenses to the applicable Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (ii)).  US Borrower promises to pay all of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses)) owing by US Borrower in full on the Maturity Date or, if earlier, on the date on which such Obligations (other than the Bank Product Obligations) become due and payable pursuant to the terms of this Agreement.  US Borrower agrees that its obligations contained in the first sentence of this Section 2.5(a) shall survive payment or satisfaction in full of all other Obligations.

(b)           Borrowers agree to pay the Lender Group Expenses owing by European Borrowers or any other European Loan Party within 5 Business Days following the date on which the applicable Lender Group Expenses invoice was received by the US Borrower or (ii) at any time that an Event of Default shall have occurred and be continuing, such Lender Group Expenses shall be due and payable on demand therefor by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the applicable Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (ii)).  Borrowers promise to pay all of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses)) owing by European Borrowers in full on the Maturity Date or, if earlier, on the date on which such Obligations (other than the Bank Product Obligations) become due and payable pursuant to the terms of this Agreement.  Borrowers agree that their obligations contained in the first sentence of this Section 2.5(b) shall survive payment or satisfaction in full of all other Obligations.

2.6.                  Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.

(a)           Interest Rates.  Except as provided in Section 2.6(c),

(i)            all US Revolving Loans and all US Obligations (except for undrawn US Letters of Credit) that have been charged to the US Loan Account pursuant to the terms hereof shall bear interest as follows:

(1)           if the relevant US Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin, and

(2)           otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin; and

(ii)           all European Revolving Loans and all European Obligations (except for undrawn European Letters of Credit and the Term Loan) that have been charged to the European Loan Account pursuant to the terms hereof shall bear interest as follows:

(A)          if the relevant European Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin plus any Mandatory Costs, and

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(B)           otherwise, at a per annum rate equal to the Floating Rate for European Revolving Loans.

(iii)          the Term Loan shall bear interest at a rate equal to twelve percent (12%) per annum.

(b)           Letter of Credit Fee.  US Borrower shall pay Agent (for the ratable benefit of the Revolving Lenders with a Commitment), a Letter of Credit fee (the “US Letter of Credit Fee”) (which fee shall be in addition to the fees, charges, commissions, and costs set forth in Section 2.11A(j)) that shall accrue at a per annum rate equal to the LIBOR Rate Margin times the undrawn amount of all outstanding US Letters of Credit.  European Borrower shall pay Agent (for the ratable benefit of the Revolving Lenders with a Commitment), a Letter of Credit fee (the “European Letter of Credit Fee”) (which fee shall be in addition to the fees, charges, commissions, and costs set forth in Section 2.11B(j)) that shall accrue at a per annum rate equal to the LIBOR Rate Margin times the undrawn amount of all outstanding European Letters of Credit.

(c)           Default Rate.  Upon the occurrence and during the continuation of an Event of Default and at the election of Agent or the Required Lenders,

(i)            all Revolving Loans, the Term Loan and all other Obligations (except for undrawn Letters of Credit) that have been charged to the applicable Loan Account pursuant to the terms hereof shall bear interest at a per annum rate equal to 2 percentage points above the per annum rate otherwise applicable thereunder, and

(ii)           the applicable Letter of Credit Fee shall be increased to 2 percentage points above the per annum rate otherwise applicable hereunder.

(d)           Payment.  Except to the extent provided to the contrary in Section 2.10 or Section 2.12(a), (i) all interest, all Letter of Credit Fees, and all other fees, costs, charges or commissions payable hereunder or under any of the other Loan Documents (other than pursuant to any Bank Product Agreement) shall be due and payable, in arrears, on the first day of each month and (ii) all Lender Group Expenses shall be due and payable hereunder, as applicable, pursuant to Sections 2.5, 2.9, 2.11A(j), 2.11B(j), 2.11C(j) and 17.11.  If US Borrower fails to pay any interest, fees, Lender Group Expenses or other amounts under the Loan Documents (including all other payment obligations payable under any Loan Document or any Bank Product Agreement (including any amounts due and payable to the Bank Product Providers in respect of Bank Products)) when due and payable, US Borrower hereby authorizes Agent, from time to time without prior notice to Borrowers, to charge to the US Loan Account for such amounts.  All amounts charged to the US Loan Account shall thereupon constitute US Revolving Loans hereunder, shall constitute US Obligations hereunder, and shall initially accrue interest at the rate then applicable to US Revolving Loans that are Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with the terms of this Agreement).  If the European Borrowers fail to pay any interest, fees, Lender Group Expenses or other amounts under the Loan Documents (including all other payment obligations payable under any Loan Document or any Bank Product Agreement (including any amounts due and payable to the Bank Product Providers in respect of Bank Products)) when due and payable, European Borrowers hereby authorize

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Agent, from time to time without prior notice to Borrowers, to charge to the UK-Dutch Loan Account or applicable German Loan Account (as applicable according to the Loan Party primarily liable therefor) for such amounts.  All amounts charged to the UK-Dutch Loan Account or German Loan Account (as applicable) shall thereupon constitute UK-Dutch Revolving Loans or German Revolving Loans (as applicable) hereunder, shall constitute UK-Dutch Obligations or German Obligations (as applicable) hereunder, and shall initially accrue interest at the Floating Rate (unless and until converted into LIBOR Rate Loans in accordance with the terms of this Agreement).

(e)           Computation.  All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue; provided that (x) Base Rate Loans bearing interest based on the “prime rate”, (y) Revolving Loans bearing interest based on the Floating Rate, and (z) all Sterling Revolving Loans shall, in each case, be calculated on the basis of a 365 day year (or a 366 day year, in the case of a leap year).  In the event the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate.

(f)            Intent to Limit Charges to Maximum Lawful Rate.  In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable.  Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, that, anything contained herein to the contrary notwithstanding, if such rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liable only for the payment of such maximum amount as is allowed by law, and payment received from Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the applicable Obligations to the extent of such excess.

2.7.                  Crediting Payments.  The receipt of any payment item by Agent shall not be required to be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds in the Applicable Currency made to Agent’s Applicable Account or unless and until such payment item is honored when presented for payment.  Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment and interest shall be calculated accordingly.  Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into Agent’s Applicable Account on a Business Day on or before 1:30 p.m. (or 2:00 p.m. London time, in the case of payments in respect of the European Obligations).  If any payment item is received into Agent’s Applicable Account on a non-Business Day or after 1:30 p.m. (or 2:00 p.m. London time, in the case of payments in respect of the European Obligations) on a Business Day (unless Agent, in its sole discretion, elects to credit it on the date received), it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

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2.8.                  Designated Accounts.  Agent is authorized to make the Revolving Loans and the Term Loan and Issuing Lender is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to Section 2.6(d).  US Borrower agrees to establish and maintain the US Designated Account with the US Designated Account Bank for the purpose of receiving the proceeds of the US Revolving Loans requested by US Borrower and made by Agent or the Lenders hereunder.  Unless otherwise agreed by Agent and US Borrower, any US Revolving Loan or US Swing Loan requested by US Borrower and made by Agent or the Lenders hereunder shall be made to the US Designated Account.  UK-Dutch Borrowers agree to establish and maintain the Dutch Designated Account with the Dutch Designated Account Bank for the purpose of receiving the proceeds of the UK-Dutch Revolving Loans to Dutch Borrowers requested by UK-Dutch Administrative Borrower and made by Agent or the Lenders hereunder.  Unless otherwise agreed by Agent and UK-Dutch Administrative Borrower, any UK-Dutch Revolving Loan requested by UK-Dutch Administrative Borrower for a Dutch Borrower and made by Agent or the Lenders hereunder shall be made to the Dutch Designated Account.  UK-Dutch Borrowers agree to establish and maintain the UK Designated Account with the UK Designated Account Bank for the purpose of receiving the proceeds of the UK-Dutch Revolving Loans to UK Borrowers requested by UK-Dutch Administrative Borrower and made by Agent or the Lenders hereunder.  Unless otherwise agreed by Agent and UK-Dutch Administrative Borrower, any UK-Dutch Revolving Loan requested by UK-Dutch Administrative Borrower for a UK Borrower and made by Agent or the Lenders hereunder shall be made to the UK Designated Account.  German Borrowers agree to establish and maintain the German Designated Account with the German Designated Account Bank for the purpose of receiving the proceeds of the German Revolving Loans requested by German Administrative Borrower and made by Agent or the Lenders hereunder.  Unless otherwise agreed by Agent and German Administrative Borrower, any German Revolving Loan requested by German Administrative Borrower and made by Agent or the Lenders hereunder shall be made to the German Designated Account.

2.9.                  Maintenance of Loan Account; Statements of Obligations.  Agent shall maintain an account on its books in the name of US Borrower (the “US Loan Account”) on which US Borrower will be charged with the Term Loan, all US Revolving Loans (including US Extraordinary Advances and US Swing Loans) made by Agent, US Swing Lender, or the US Lenders to US Borrower or for US Borrower’s account, the US Letters of Credit issued or arranged by Issuing Lender for US Borrower’s account that are payment Obligations, and with all other payment US Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses with respect thereto.  In accordance with Section 2.7, the US Loan Account will be credited with all payments received by Agent from US Borrower or for US Borrower’s account.  Agent shall maintain an account on its books in the name of UK-Dutch Borrowers (the “UK-Dutch Loan Account”) on which UK-Dutch Borrower will be charged, all UK-Dutch Revolving Loans (including UK-Dutch Extraordinary Advances) made by Agent or the Lenders to UK-Dutch Borrowers or for UK-Dutch Borrowers’ account, the UK-Dutch Letters of Credit issued or arranged by Issuing Lender for UK-Dutch Borrowers’ account that are payment Obligations, and with all other UK-Dutch Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses with respect thereto.  In accordance with Section 2.7, the UK-Dutch Loan Account will be credited with all payments received by Agent from UK-Dutch Borrower or for UK-Dutch Borrowers’ account.  Agent shall maintain an account on its books in the name of German Borrowers (the “German Loan Account”) on which German Borrower will be charged, all German Revolving Loans (including German Extraordinary Advances) made by Agent or the Lenders to German Borrowers or for German Borrowers’ account, the German Letters of Credit issued or arranged by Issuing Lender for German Borrowers’ account that are payment Obligations, and with all other German Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses with

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respect thereto.  In accordance with Section 2.7, the German Loan Account of the applicable German Borrower will be credited with all payments received by Agent from such German Borrower or for such German Borrower’s account.  Agent shall make available to US Borrower monthly statements regarding the Loan Accounts, including the principal amount of the Term Loan and the Revolving Loans, interest accrued hereunder, fees accrued or charged hereunder or under the other Loan Documents, and a summary itemization of all charges and expenses constituting Lender Group Expenses accrued hereunder or under the other Loan Documents, and each such statement, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between US Borrower and the Lender Group unless, within 30 days after Agent first makes such a statement available to US Borrower, US Borrower shall deliver to Agent written objection thereto describing the error or errors contained in such statement.

2.10.                Fees.

(a)           Agent Fees.  US Borrower shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.

(b)           Unused Line Fee.

(i)            Borrowers shall pay to Agent, for the ratable account of the US Revolving Lenders, on the first day of each month from and after the Closing Date up to the first day of the month prior to the date on which the Obligations are paid in full and on the date on which the Obligations are paid in full, an unused line fee (the “Unused Line Fee”) in an amount equal to (A)(1) if the average amount of the sum of US Revolver Usage plus European Revolver Usage (excluding all Extraordinary Advances) during the immediately preceding month (or portion thereof) is greater than or equal to 50% of the aggregate amount of the Commitments, 0.50% per annum or (2) if the average amount of the sum of the US Revolver Usage plus European Revolver Usage (excluding all Extraordinary Advances) during the immediately preceding month (or portion thereof) is less than 50% of the aggregate amount of the Commitments, 0.375% per annum times (B) the result of (1) the aggregate amount of the Commitments, less (2) the average amount of the sum of the US Revolver Usage plus European Revolver Usage (excluding all Extraordinary Advances) during the immediately preceding month (or portion thereof).

(c)           Field Examination and Other Fees.  Borrowers shall pay to Agent, field examination fees and charges within 5 Business Days following receipt of an invoice therefor, which fees and charges shall include the following (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of US Borrower or its Subsidiaries performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, a charge of $1,000 per day, per Person, plus out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of US Borrower or its Subsidiaries or to establish electronic collateral reporting systems; provided, that so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than 3 field examinations per year per country in which Borrowers are located during any calendar year.

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2.11A.             US Letters of Credit.

(a)           Subject to the terms and conditions of this Agreement, upon the request of US Borrower made in accordance herewith, Issuing Lender agrees to issue a requested US Letter of Credit for the account of US Borrower.  By submitting a request to Issuing Lender for the issuance of a US Letter of Credit, US Borrower shall be deemed to have requested that Issuing Lender issue the requested US Letter of Credit.  US Borrower acknowledges and agrees that US Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Code) with respect to each US Letter of Credit.  Each request for the issuance of a US Letter of Credit, or the amendment, renewal, or extension of any outstanding US Letter of Credit, shall be made in writing by an Authorized Person and delivered to Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension.  Each such request shall be in form and substance reasonably satisfactory to Issuing Lender and (i) shall specify (A) the amount of such US Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such US Letter of Credit, (C) the proposed expiration date of such US Letter of Credit, (D) the name and address of the beneficiary of the US Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the US Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such US Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent or Issuing Lender may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Lender generally requests for US Letters of Credit in similar circumstances.  Anything contained herein to the contrary notwithstanding, the Issuing Lender may, but shall not be obligated to, issue or cause the issuance of a Letter of Credit that supports the obligations of US Borrower (1) in respect of (A) a lease of real property to the extent that the face amount of such Letter of Credit exceeds the highest rent (including all rent-like charges) payable under such lease for a period of one year, or (B) an employment contract to the extent that the face amount of such Letter of Credit exceeds the highest compensation payable under such contract for a period of one year, or (2) at any time that one or more of the Lenders is a Defaulting Lender,

(b)           Issuing Lender shall have no obligation to issue a US Letter of Credit if any of the following would result after giving effect to the requested issuance:

(i)            the US Letter of Credit Usage would exceed $6,700,000,

(ii)           the US Letter of Credit Usage would exceed the sum of (x) the Maximum Revolver Amount minus (y) European Revolver Usage, minus (z) the sum of the outstanding amount of US Revolving Loans (including US Swing Loans), or

(iii)          the US Letter of Credit Usage would exceed the US Borrowing Base at such time less the outstanding principal balance of the US Revolving Loans (inclusive of US Swing Loans) less European US Availability Usage at such time.

(c)           In the event there is a Defaulting US Lender as of the date of any request for the issuance of a US Letter of Credit, the Issuing Lender shall not be required to issue or arrange for such US Letter of Credit to the extent (x) the Defaulting US Lender’s Letter of Credit

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Exposure with respect to such US Letter of Credit may not be reallocated pursuant to Section 2.3(g)(ii) or (y) the Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it and US Borrower to eliminate the Issuing Lender’s risk with respect to the participation in such US Letter of Credit of the Defaulting US Lender, which arrangements may include US Borrower cash collateralizing such Defaulting US Lender’s Letter of Credit Exposure in accordance with Section 2.3(g)(ii).  Additionally, Issuing Lender shall have no obligation to issue a US Letter of Credit if (I) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Lender from issuing such US Letter of Credit, or any law applicable to Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Lender shall prohibit or request that Issuing Lender refrain from the issuance of letters of credit generally or such US Letter of Credit in particular, or (II) the issuance of such US Letter of Credit would violate one or more policies of Issuing Lender applicable to letters of credit generally.

(d)           Any Issuing Lender (other than ▇▇▇▇▇ Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day immediately following the Business Day on which such Issuing Lender issued any US Letter of Credit; provided that (y) until Agent advises any such Issuing Lender that the provisions of Section 3.2 are not satisfied, or (z) the aggregate amount of the US Letters of Credit issued in any such week exceeds such amount as shall be agreed by Agent and such Issuing Lender, such Issuing Lender shall be required to so notify Agent in writing only once each week of the US Letters of Credit issued by such Issuing Lender during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as Agent and such Issuing Lender may agree.  Each US Letter of Credit shall be in form and substance reasonably acceptable to Issuing Lender, including the requirement that the amounts payable thereunder must be payable in Dollars.  If Issuing Lender makes a payment under a US Letter of Credit, US Borrower shall pay to Agent an amount equal to the applicable US Letter of Credit Disbursement on the date such US Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the US Letter of Credit Disbursement immediately and automatically shall be deemed to be a US Revolving Loan hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and, initially, shall bear interest at the rate then applicable to US Revolving Loans that are Base Rate Loans.  If a US Letter of Credit Disbursement is deemed to be a US Revolving Loan hereunder, US Borrower’s obligation to pay the amount of such US Letter of Credit Disbursement to Issuing Lender shall be automatically converted into an obligation to pay the resulting US Revolving Loan.  Promptly following receipt by Agent of any payment from US Borrower pursuant to this paragraph, Agent shall distribute such payment to Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11A(e) to reimburse Issuing Lender, then to such Lenders and Issuing Lender as their interests may appear.

(e)           Promptly following receipt of a notice of a US Letter of Credit Disbursement pursuant to Section 2.11A(d), each US Revolving Lender agrees to fund its Pro Rata Share of any US Revolving Loan deemed made pursuant to Section 2.11A(d) on the same terms and conditions as if US Borrower had requested the amount thereof as a US Revolving Loan and Agent shall promptly pay to Issuing Lender the amounts so received by it from the Lenders.  By the issuance of a US Letter of Credit (or an amendment, renewal, or extension of a

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US Letter of Credit) and without any further action on the part of Issuing Lender or the US Revolving Lenders, Issuing Lender shall be deemed to have granted to each US Revolving Lender, and each US Revolving Lender shall be deemed to have purchased, a participation in each US Letter of Credit issued by Issuing Lender, in an amount equal to its Pro Rata Share of such US Letter of Credit, and each such US Lender agrees to pay to Agent, for the account of Issuing Lender, such Lender’s Pro Rata Share of any US Letter of Credit Disbursement made by Issuing Lender under the applicable US Letter of Credit.  In consideration and in furtherance of the foregoing, each US Revolving Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of Issuing Lender, such US Lender’s Pro Rata Share of each US Letter of Credit Disbursement made by Issuing Lender and not reimbursed by US Borrower on the date due as provided in Section 2.11A(d), or of any reimbursement payment this is required to be refunded (or that Agent or Issuing Lender elects, based upon the advice of counsel, to refund) to US Borrower for any reason.  Each US Revolving Lender acknowledges and agrees that its obligation to deliver to Agent, for the account of Issuing Lender, an amount equal to its respective Pro Rata Share of each US Letter of Credit Disbursement pursuant to this Section 2.11A(e) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3.  If any such US Lender fails to make available to Agent the amount of such US Lender’s Pro Rata Share of a US Letter of Credit Disbursement as provided in this Section, such US Lender shall be deemed to be a Defaulting US Lender and Agent (for the account of Issuing Lender) shall be entitled to recover such amount on demand from such US Lender together with interest thereon at the Defaulting US Lender Rate until paid in full.

(f)            US Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Sections 16A, 16B, 16C and 16D), and reasonable and documented attorneys’ fees and expenses incurred by Issuing Lender or any other member of the Lender Group, arising out of or in connection with any US Letter of Credit; provided, that US Borrower shall not be obligated hereunder to indemnify the Lender Group for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of Issuing Lender or any other member of the Lender Group.

(g)           Each US Lender and US Borrower agree that, in paying any drawing under a US Letter of Credit, Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the US 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 Issuing Lender, Agent, any of the Lender-Related Persons or Agent-Related Persons, nor any correspondent, participant or assignee of Issuing Lender shall be liable to any Lender or any Loan Party for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any US Letter of Credit or any error in interpretation of technical terms; or (iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any US Letter of Credit or Issuer Document.  US Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any US Letter of Credit;

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provided, that this assumption is not intended to, and shall not, preclude US Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of Issuing Lender, Agent, any of the Lender-Related Persons or Agent-Related Persons, nor any correspondent, participant or assignee of Issuing Lender shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.11A(h) or for any action, neglect or omission under or in connection with any US Letter of Credit or Issuer Document, including in connection with the issuance or any amendment of any US Letter of Credit, the failure to issue or amend any US Letter of Credit, the honoring or dishonoring of any demand under any US Letter of Credit, or the following of US Borrower’s instructions or those contained in the US Letter of Credit or any modifications, amendments, or supplements thereto, and such action or neglect or omission will bind US Borrower.  In furtherance and not in limitation of the foregoing, Issuing Lender 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 (or Issuing Lender may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such US Letter of Credit and may disregard any requirement in a US Letter of Credit that notice of dishonor be given in a particular manner and any requirement that presentation be made at a particular place or by a particular time of day), and Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a US 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.  Issuing Lender shall not be responsible for the wording of any US Letter of Credit (including any drawing conditions or any terms or conditions that are ineffective, ambiguous, inconsistent, unduly complicated or reasonably impossible to satisfy), notwithstanding any assistance Issuing Lender may provide to US Borrower with drafting or recommending text for any letter of credit application or with the structuring of any transaction related to any US Letter of Credit, and US Borrower hereby acknowledges and agrees that any such assistance will not constitute legal or other advice by Issuing Lender or any representation or warranty by Issuing Lender that any such wording or such US Letter of Credit will be effective.  Without limiting the foregoing, Issuing Lender may, as it deems appropriate, use in any US Letter of Credit any portion of the language prepared by US Borrower and contained in the letter of credit application relative to drawings under such US Letter of Credit.  US Borrower hereby acknowledges and agrees that no member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any US Letter of Credit.

(h)           The obligation of US Borrower to reimburse Issuing Lender for each drawing under each US Letter of Credit 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 US Letter of Credit, this Agreement, or any other Loan Document,

(ii)           the existence of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such US Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), Issuing Lender or any other Person, whether in connection

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with this Agreement, the transactions contemplated hereby or by such US 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 US 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 US Letter of Credit,

(iv)          any payment by Issuing Lender under such US Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such US Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by Issuing Lender under such US Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such US Letter of Credit,

(v)           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 discharge of, US Borrower or any of its Subsidiaries, or

(vi)          the fact that any Default or Event of Default shall have occurred and be continuing.

(i)            [Intentionally Omitted]

(j)            US Borrower acknowledges and agrees that any and all fronting fees, commissions, fees, charges and costs incurred by the Issuing Lender relating to US Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be paid by US Borrower to Agent for the account of Issuing Lender when due; it being acknowledged and agreed by US Borrower that Issuing Lender is entitled to charge US Borrower a fronting fee of 0.25% per annum, payable monthly in arrears in accordance with Section 2.5 times the undrawn amount of each US Letter of Credit.

(k)           If by reason of (a) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (b) compliance by Issuing Lender or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Board of Governors as from time to time in effect (and any successor thereto):

(i)            any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any US Letter of Credit issued or caused to be issued hereunder or hereby, or

(ii)           there shall be imposed on Issuing Lender or any other member of the Lender Group any other condition regarding any US Letter of Credit, and the result of the foregoing is to increase, directly or indirectly, the cost to Issuing Lender or any other member of

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the Lender Group of issuing, making, participating in, or maintaining any US Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify US Borrower, and US Borrower shall pay within 30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate Issuing Lender or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to US Revolving Loans that are Base Rate Loans hereunder; provided, that (A) US Borrower shall not be required to provide any compensation pursuant to this Section 2.11A(k) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to US Borrower, and (B) if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.  The determination by Agent of any amount due pursuant to this Section 2.11A(k), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

(l)            Unless otherwise expressly agreed by Issuing Lender and US Borrower when a US Letter of Credit is issued, (i) the rules of the ISP and the UCP 600 shall apply to each standby US Letter of Credit, and (ii) the rules of the UCP 600 shall apply to each commercial US Letter of Credit.

(m)          In the event of a conflict between the provisions of this Section 2.11A and any provision contained in any Issuer Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.  In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.11A shall control and govern.

2.11B.             UK-Dutch Letters of Credit.

(a)           Subject to the terms and conditions of this Agreement, upon the request of UK-Dutch Administrative Borrower made in accordance herewith, Issuing Lender agrees to issue a requested UK-Dutch Letter of Credit for the account of UK-Dutch Borrowers.  By submitting a request to Issuing Lender for the issuance of a UK-Dutch Letter of Credit, UK-Dutch Administrative Borrower shall be deemed to have requested that Issuing Lender issue the requested UK-Dutch Letter of Credit.  UK-Dutch Borrowers acknowledge and agree that a UK-Dutch Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Code) with respect to each UK-Dutch Letter of Credit.  Each request for the issuance of a UK-Dutch Letter of Credit, or the amendment, renewal, or extension of any outstanding UK-Dutch Letter of Credit, shall be made in writing by an Authorized Person and delivered to Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension.  Each such request shall be in form and substance reasonably satisfactory to Issuing Lender and (i) shall specify (A) the amount of such UK-Dutch Letter of Credit and the Applicable Currency, (B) the date of issuance, amendment, renewal, or extension of such UK-Dutch Letter of Credit, (C) the proposed expiration date of such UK-Dutch Letter of Credit, (D) the name and address of the beneficiary of the UK-Dutch Letter of Credit, and (E) such other

40

information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the UK-Dutch Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such UK-Dutch Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent or Issuing Lender may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Lender generally requests for UK-Dutch Letters of Credit in similar circumstances.

(b)           Issuing Lender shall have no obligation to issue a UK-Dutch Letter of Credit if any of the following would result after giving effect to the requested issuance:

(i)            the Dollar Equivalent of the UK-Dutch Letter of Credit Usage would exceed $3,300,000,

(ii)           the Dollar Equivalent of the UK-Dutch Letter of Credit Usage would exceed the UK-Dutch Maximum Revolver Amount minus the sum of the Dollar Equivalent of the outstanding amount of UK-Dutch Revolving Loans, or

(iii)          the Dollar Equivalent of the UK-Dutch Letter of Credit Usage would exceed the UK-Dutch Borrowing Base at such time less the Dollar Equivalent of the outstanding principal balance of the UK-Dutch Revolving Loans at such time.

The amount of a UK-Dutch Letter of Credit for the account of a Dutch Borrower shall be at least EUR 100,000 or the equivalent thereof in the Applicable Currency unless the Issuing Lender has previously lent amounts hereunder to such Dutch Borrower in accordance with the terms hereof.

(c)           In the event there is a Defaulting UK-Dutch Lender as of the date of any request for the issuance of a UK-Dutch Letter of Credit, the Issuing Lender shall not be required to issue or arrange for such UK-Dutch Letter of Credit to the extent (x) the Defaulting UK-Dutch Lender’s Letter of Credit Exposure with respect to such UK-Dutch Letter of Credit may not be reallocated pursuant to Section 2.3(g)(ii) or (y) the Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it and UK-Dutch Administrative Borrower to eliminate the Issuing Lender’s risk with respect to the participation in such UK-Dutch Letter of Credit of the Defaulting UK-Dutch Lender, which arrangements may include UK-Dutch Borrowers cash collateralizing such Defaulting UK-Dutch Lender’s Letter of Credit Exposure in accordance with Section 2.3(g)(ii).  Additionally, Issuing Lender shall have no obligation to issue a UK-Dutch Letter of Credit if (I) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Lender from issuing such UK-Dutch Letter of Credit, or any law applicable to Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Lender shall prohibit or request that Issuing Lender refrain from the issuance of letters of credit generally or such UK-Dutch Letter of Credit in particular, or (II) the issuance of such UK-Dutch Letter of Credit would violate one or more policies of Issuing Lender applicable to letters of credit generally.

(d)           Any Issuing Lender (other than ▇▇▇▇▇ Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day immediately following the Business Day

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on which such Issuing Lender issued any UK-Dutch Letter of Credit; provided that (y) until Agent advises any such Issuing Lender that the provisions of Section 3.2 are not satisfied, or (z) the aggregate amount of the UK-Dutch Letters of Credit issued in any such week exceeds such amount as shall be agreed by Agent and such Issuing Lender, such Issuing Lender shall be required to so notify Agent in writing only once each week of the UK-Dutch Letters of Credit issued by such Issuing Lender during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as Agent and such Issuing Lender may agree.  Each UK-Dutch Letter of Credit shall be in form and substance reasonably acceptable to Issuing Lender, including the requirement that the amounts payable thereunder must be payable in an Applicable Currency.  If Issuing Lender makes a payment under a UK-Dutch Letter of Credit, UK-Dutch Borrowers shall pay to Agent an amount equal to the applicable UK-Dutch Letter of Credit Disbursement on the date such UK-Dutch Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the UK-Dutch Letter of Credit Disbursement immediately and automatically shall be deemed to be a UK-Dutch Revolving Loan hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and, initially, shall bear interest at the Floating Rate.  If a UK-Dutch Letter of Credit Disbursement is deemed to be a UK-Dutch Revolving Loan hereunder, UK-Dutch Borrowers’ obligation to pay the amount of such UK-Dutch Letter of Credit Disbursement to Issuing Lender shall be automatically converted into an obligation to pay the resulting UK-Dutch Revolving Loan.  Promptly following receipt by Agent of any payment from UK-Dutch Borrowers pursuant to this paragraph, Agent shall distribute such payment to Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11B(e) to reimburse Issuing Lender, then to such Lenders and Issuing Lender as their interests may appear.

(e)           Promptly following receipt of a notice of a UK-Dutch Letter of Credit Disbursement pursuant to Section 2.11B(d), each UK-Dutch Revolving Lender agrees to fund its Pro Rata Share of any UK-Dutch Revolving Loan deemed made pursuant to Section 2.11B(d) on the same terms and conditions as if UK-Dutch Borrowers had requested the amount thereof as a UK-Dutch Revolving Loan and Agent shall promptly pay to Issuing Lender the amounts so received by it from the Lenders.  By the issuance of a UK-Dutch Letter of Credit (or an amendment, renewal, or extension of a UK-Dutch Letter of Credit) and without any further action on the part of Issuing Lender or the UK-Dutch Revolving Lenders, Issuing Lender shall be deemed to have granted to each UK-Dutch Revolving Lender, and each UK-Dutch Revolving Lender shall be deemed to have purchased, a participation in each UK-Dutch Letter of Credit issued by Issuing Lender, in an amount equal to its Pro Rata Share of such UK-Dutch Letter of Credit, and each such UK-Dutch Lender agrees to pay to Agent, for the account of Issuing Lender, such UK-Dutch Lender’s Pro Rata Share of any UK-Dutch Letter of Credit Disbursement made by Issuing Lender under the applicable UK-Dutch Letter of Credit.  In consideration and in furtherance of the foregoing, each UK-Dutch Revolving Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of Issuing Lender, such Lender’s Pro Rata Share of each UK-Dutch Letter of Credit Disbursement made by Issuing Lender and not reimbursed by UK-Dutch Borrower on the date due as provided in Section 2.11B(d), or of any reimbursement payment this is required to be refunded (or that Agent or Issuing Lender elects, based upon the advice of counsel, to refund) to UK-Dutch Borrower for any reason.  Each UK-Dutch Revolving Lender acknowledges and agrees that its obligation to deliver to Agent, for the account of Issuing Lender, an amount equal to its respective Pro Rata Share of each UK-Dutch Letter of Credit Disbursement pursuant to this Section 2.11B(e) shall be

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absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3.  If any such UK-Dutch Lender fails to make available to Agent the amount of such UK-Dutch Lender’s Pro Rata Share of a UK-Dutch Letter of Credit Disbursement as provided in this Section, such UK-Dutch Lender shall be deemed to be a Defaulting UK-Dutch Lender and Agent (for the account of Issuing Lender) shall be entitled to recover such amount on demand from such UK-Dutch Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

(f)            UK-Dutch Borrowers hereby agree to indemnify, save, defend, and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Sections 16A, 16B, 16C and 16D), and reasonable and documented attorneys’ fees and expenses incurred by Issuing Lender or any other member of the Lender Group arising out of or in connection with any UK-Dutch Letter of Credit; provided, that UK-Dutch Borrower shall not be obligated hereunder to indemnify the Lender Group for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of Issuing Lender or any other member of the Lender Group.

(g)           Each Lender and each UK-Dutch Borrower agree that, in paying any drawing under a UK-Dutch Letter of Credit, Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the UK-Dutch 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 Issuing Lender, Agent, any of the Lender-Related Persons or Agent-Related Persons, nor any correspondent, participant or assignee of Issuing Lender shall be liable to any Lender or any Loan Party for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any UK-Dutch Letter of Credit or any error in interpretation of technical terms; or (iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any UK-Dutch Letter of Credit or Issuer Document.  UK-Dutch Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to their use of any UK-Dutch Letter of Credit; provided, that this assumption is not intended to, and shall not, preclude UK-Dutch Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of Issuing Lender, Agent, any of the Lender-Related Persons or Agent-Related Persons, nor any correspondent, participant or assignee of Issuing Lender shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.11B(h) or for any action, neglect or omission under or in connection with any UK-Dutch Letter of Credit or Issuer Document, including in connection with the issuance or any amendment of any UK-Dutch Letter of Credit, the failure to issue or amend any UK-Dutch Letter of Credit, the honoring or dishonoring of any demand under any UK-Dutch Letter of Credit, or the following of UK-Dutch Borrowers’ instructions or those contained in the UK-Dutch Letter of Credit or any modifications, amendments, or supplements thereto, and such action or neglect or omission will bind UK-Dutch Borrowers.  In furtherance and not in limitation of the foregoing, Issuing Lender

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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 (or Issuing Lender may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such UK-Dutch Letter of Credit and may disregard any requirement in a UK-Dutch Letter of Credit that notice of dishonor be given in a particular manner and any requirement that presentation be made at a particular place or by a particular time of day), and Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a UK-Dutch 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.  Issuing Lender shall not be responsible for the wording of any UK-Dutch Letter of Credit (including any drawing conditions or any terms or conditions that are ineffective, ambiguous, inconsistent, unduly complicated or reasonably impossible to satisfy), notwithstanding any assistance Issuing Lender may provide to UK-Dutch Administrative Borrower with drafting or recommending text for any letter of credit application or with the structuring of any transaction related to any UK-Dutch Letter of Credit, and UK-Dutch Borrowers hereby acknowledge and agree that any such assistance will not constitute legal or other advice by Issuing Lender or any representation or warranty by Issuing Lender that any such wording or such UK-Dutch Letter of Credit will be effective.  Without limiting the foregoing, Issuing Lender may, as it deems appropriate, use in any UK-Dutch Letter of Credit any portion of the language prepared by UK-Dutch Borrowers and contained in the letter of credit application relative to drawings under such UK-Dutch Letter of Credit.  UK-Dutch Borrowers hereby acknowledge and agree that no member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any UK-Dutch Letter of Credit.

(h)           The obligation of UK-Dutch Borrowers to reimburse Issuing Lender for each drawing under each UK-Dutch Letter of Credit 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 UK-Dutch Letter of Credit, this Agreement, or any other Loan Document,

(ii)           the existence of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such UK-Dutch Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such UK-Dutch 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 UK-Dutch 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 UK-Dutch Letter of Credit,

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(iv)          any payment by Issuing Lender under such UK-Dutch Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such UK-Dutch Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by Issuing Lender under such UK-Dutch Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such UK-Dutch Letter of Credit,

(v)           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 discharge of, US Borrower or any of its Subsidiaries, or

(vi)          the fact that any Default or Event of Default shall have occurred and be continuing.

(i)            [Intentionally Omitted]

(j)            UK-Dutch Borrowers acknowledge and agree that any and all fronting fees, commissions, fees, charges and costs incurred by the Issuing Lender relating to UK-Dutch Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be paid by UK-Dutch Borrowers to Agent for the account of Issuing Lender when due; it being acknowledged and agreed by UK-Dutch Borrowers that Issuing Lender is entitled to charge UK-Dutch Borrowers a fronting fee of 0.25% per annum, payable monthly in arrears in accordance with Section 2.5(c) times the undrawn amount of each UK-Dutch Letter of Credit.

(k)           If by reason of (a) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (b) compliance by Issuing Lender or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Board of Governors as from time to time in effect (and any successor thereto):

(i)            any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any UK-Dutch Letter of Credit issued or caused to be issued hereunder or hereby, or

(ii)           there shall be imposed on Issuing Lender or any other member of the Lender Group any other condition regarding any UK-Dutch Letter of Credit, and the result of the foregoing is to increase, directly or indirectly, the cost to Issuing Lender or any other member of the Lender Group of issuing, making, participating in, or maintaining any UK-Dutch Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify UK-Dutch Administrative Borrower, and UK-Dutch Borrowers shall pay within 30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate Issuing Lender or any other member of the Lender Group, for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until

45

payment in full thereof at the Floating Rate then applicable to UK-Dutch Revolving Loans; provided, that (A) UK-Dutch Borrowers shall not be required to provide any compensation pursuant to this Section 2.11B(k) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to UK-Dutch Administrative Borrower, and (B) if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.  The determination by Agent of any amount due pursuant to this Section 2.11B(k), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

(l)            Unless otherwise expressly agreed by Issuing Lender and UK-Dutch Borrowers when a UK-Dutch Letter of Credit is issued, (i) the rules of the ISP and the UCP 600 shall apply to each standby UK-Dutch Letter of Credit, and (ii) the rules of the UCP 600 shall apply to each commercial UK-Dutch Letter of Credit.

(m)          In the event of a conflict between the provisions of this Section 2.11B and any provision contained in any Issuer Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.  In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.11B shall control and govern.

(n)           All UK-Dutch Letters of Credit shall be denominated in an Applicable Currency.

2.11C.             German Letters of Credit.

(a)           Subject to the terms and conditions of this Agreement, upon the request of German Administrative Borrower made in accordance herewith, Issuing Lender agrees to issue a requested German Letter of Credit for the account of any German Borrower.  By submitting a request to Issuing Lender for the issuance of a German Letter of Credit, German Administrative Borrower shall be deemed to have requested that Issuing Lender issue.  German Borrowers acknowledge and agree that a German Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Code) with respect to each German Letter of Credit.  Each request for the issuance of a German Letter of Credit, or the amendment, renewal, or extension of any outstanding German Letter of Credit, shall be made in writing by an Authorized Person and delivered to Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension.  Each such request shall be in form and substance reasonably satisfactory to Issuing Lender and (i) shall specify (A) the amount of such German Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such German Letter of Credit, (C) the proposed expiration date of such German Letter of Credit, (D) the name and address of the beneficiary of the German Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the German Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such German Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent or Issuing Lender may request or require, to

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the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Lender generally requests for German Letters of Credit in similar circumstances.

(b)           Issuing Lender shall have no obligation to issue a German Letter of Credit if any of the following would result after giving effect to the requested issuance:

(i)            the Dollar Equivalent of the Aggregate German Letter of Credit Usage would exceed $1,666,666,

(ii)           the Dollar Equivalent of the Aggregate German Letter of Credit Usage would exceed the German Maximum Revolver Amount minus the sum of the Dollar Equivalent of the outstanding amount of Aggregate German Revolving Loans, or

(iii)          the Dollar Equivalent of the German Letter of Credit Usage of such German Borrower would exceed the German Borrowing Base of such Borrower at such time less the Dollar Equivalent of the outstanding principal balance of the German Revolving Loans of such Borrower at such time.

(c)           In the event there is a Defaulting German Lender as of the date of any request for the issuance of a German Letter of Credit, the Issuing Lender shall not be required to issue or arrange for such German Letter of Credit to the extent (x) the Defaulting German Lender’s Letter of Credit Exposure with respect to such German Letter of Credit may not be reallocated pursuant to Section 2.3(g)(ii) or (y) the Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it and German Administrative Borrower to eliminate the Issuing Lender’s risk with respect to the participation in such German Letter of Credit of the Defaulting German Lender, which arrangements may include German Borrowers cash collateralizing such Defaulting German Lender’s Letter of Credit Exposure in accordance with Section 2.3(g)(ii).  Additionally, Issuing Lender shall have no obligation to issue a German Letter of Credit if (I) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Lender from issuing such German Letter of Credit, or any law applicable to Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Lender shall prohibit or request that Issuing Lender refrain from the issuance of letters of credit generally or such German Letter of Credit in particular, or (II) the issuance of such German Letter of Credit would violate one or more policies of Issuing Lender applicable to letters of credit generally.

(d)           Any Issuing Lender (other than ▇▇▇▇▇ Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day immediately following the Business Day on which such Issuing Lender issued any German Letter of Credit; provided that (y) until Agent advises any such Issuing Lender that the provisions of Section 3.2 are not satisfied, or (z) the aggregate amount of the German Letters of Credit issued in any such week exceeds such amount as shall be agreed by Agent and such Issuing Lender, such Issuing Lender shall be required to so notify Agent in writing only once each week of the German Letters of Credit issued by such Issuing Lender during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as Agent and such Issuing Lender may agree.  Each German Letter of Credit shall be in form and substance

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reasonably acceptable to Issuing Lender, including the requirement that the amounts payable thereunder must be payable in Euro.  If Issuing Lender makes a payment under a German Letter of Credit German Borrowers shall pay to Agent an amount equal to the applicable German Letter of Credit Disbursement on the date such German Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the German Letter of Credit Disbursement immediately and automatically shall be deemed to be a German Revolving Loan hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and, initially, shall bear interest at the Floating Rate.  If a German Letter of Credit Disbursement is deemed to be a German Revolving Loan hereunder, German Borrowers’ obligation to pay the amount of such German Letter of Credit Disbursement to Issuing Lender shall be automatically converted into an obligation to pay the resulting German Revolving Loan.  Promptly following receipt by Agent of any payment from German Borrowers pursuant to this paragraph, Agent shall distribute such payment to Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11C(e) to reimburse Issuing Lender, then to such Lenders and Issuing Lender as their interests may appear.

(e)           Promptly following receipt of a notice of a German Letter of Credit Disbursement pursuant to Section 2.11C(d), each German Revolving Lender agrees to fund its Pro Rata Share of any German Revolving Loan deemed made pursuant to Section 2.11C(d) on the same terms and conditions as if the applicable German Borrower had requested the amount thereof as a German Revolving Loan and Agent shall promptly pay to Issuing Lender the amounts so received by it from the Lenders.  By the issuance of a German Letter of Credit (or an amendment, renewal, or extension of a German Letter of Credit) and without any further action on the part of Issuing Lender or the German Revolving Lenders, Issuing Lender shall be deemed to have granted to each German Revolving Lender, and each German Revolving Lender shall be deemed to have purchased, a participation in each German Letter of Credit issued by Issuing Lender, in an amount equal to its Pro Rata Share of such German Letter of Credit, and each such German Lender agrees to pay to Agent, for the account of Issuing Lender, such German Lender’s Pro Rata Share of any German Letter of Credit Disbursement made by Issuing Lender under the applicable German Letter of Credit.  In consideration and in furtherance of the foregoing, each German Revolving Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of Issuing Lender, such Lender’s Pro Rata Share of each German Letter of Credit Disbursement made by Issuing Lender and not reimbursed by German Borrowers on the date due as provided in Section 2.11C(d), or of any reimbursement payment this is required to be refunded (or that Agent or Issuing Lender elects, based upon the advice of counsel, to refund) to German Borrowers for any reason.  Each German Revolving Lender acknowledges and agrees that its obligation to deliver to Agent, for the account of Issuing Lender, an amount equal to its respective Pro Rata Share of each German Letter of Credit Disbursement pursuant to this Section 2.11C(e) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3.  If any such German Lender fails to make available to Agent the amount of such German Lender’s Pro Rata Share of a German Letter of Credit Disbursement as provided in this Section, such German Lender shall be deemed to be a Defaulting German Lender and Agent (for the account of Issuing Lender) shall be entitled to recover such amount on demand from such German Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

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(f)            German Borrowers hereby agree to indemnify, save, defend, and hold the Lender Group harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Sections 16A, 16B, 16C and 16D), and reasonable and documented attorneys’ fees and expenses incurred by Issuing Lender or any other member of the Lender Group arising out of or in connection with any German Letter of Credit; provided, that (i) no German Borrower shall be obligated hereunder to indemnify the Lender Group for any loss, cost, expense or liability until the applicable German Borrower for which the Letter of Credit was granted fails to fully indemnify, save, defend or hold, as applicable, the Lender Group harmless with respect thereto and (ii) German Borrowers shall not be obligated hereunder to indemnify the Lender Group for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of Issuing Lender, any other member of the Lender Group.

(g)           Each Lender and each German Borrower agree that, in paying any drawing under a German Letter of Credit, Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the German 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 Issuing Lender, Agent, any of the Lender-Related Persons or Agent-Related Persons, nor any correspondent, participant or assignee of Issuing Lender shall be liable to any Lender or any Loan Party for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any German Letter of Credit or any error in interpretation of technical terms; or (iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any German Letter of Credit or Issuer Document.  German Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to their use of any German Letter of Credit; provided, that this assumption is not intended to, and shall not, preclude German Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of Issuing Lender, Agent, any of the Lender-Related Persons or Agent-Related Persons, nor any correspondent, participant or assignee of Issuing Lender shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.11C(h) or for any action, neglect or omission under or in connection with any German Letter of Credit or Issuer Document, including in connection with the issuance or any amendment of any German Letter of Credit, the failure to issue or amend any German Letter of Credit, the honoring or dishonoring of any demand under any German Letter of Credit, or the following of German Borrowers’ instructions or those contained in the German Letter of Credit or any modifications, amendments, or supplements thereto, and such action or neglect or omission will bind German Borrowers.  In furtherance and not in limitation of the foregoing, Issuing Lender 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 (or Issuing Lender may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such German Letter of Credit and may disregard any requirement in a German Letter of Credit that notice of dishonor be given in a particular manner and any requirement that presentation be made at a particular place or by a particular time of day), and Issuing Lender shall not be responsible for

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the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a German 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.  Issuing Lender shall not be responsible for the wording of any German Letter of Credit (including any drawing conditions or any terms or conditions that are ineffective, ambiguous, inconsistent, unduly complicated or reasonably impossible to satisfy), notwithstanding any assistance Issuing Lender may provide to German Administrative Borrower with drafting or recommending text for any letter of credit application or with the structuring of any transaction related to any German Letter of Credit, and German Borrowers hereby acknowledge and agree that any such assistance will not constitute legal or other advice by Issuing Lender or any representation or warranty by Issuing Lender that any such wording or such German Letter of Credit will be effective.  Without limiting the foregoing, Issuing Lender may, as it deems appropriate, use in any German Letter of Credit any portion of the language prepared by German Borrowers and contained in the letter of credit application relative to drawings under such German Letter of Credit.  German Borrowers hereby acknowledge and agree that no member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any German Letter of Credit.

(h)           The obligation of each German Borrower to reimburse Issuing Lender for each drawing under each German Letter of Credit issued for the benefit of such German Borrower and with respect to each other German Borrower that fails to reimburse Issuing Lender hereunder 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 German Letter of Credit, this Agreement, or any other Loan Document,

(ii)           the existence of any claim, counterclaim, setoff, defense or other right that US Borrower or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such German Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such German 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 German 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 German Letter of Credit,

(iv)          any payment by Issuing Lender under such German Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such German Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by Issuing Lender under such German Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator,

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receiver or other representative of or successor to any beneficiary or any transferee of such German Letter of Credit,

(v)           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 discharge of, US Borrower or any of its Subsidiaries, or

(vi)          the fact that any Default or Event of Default shall have occurred and be continuing.

(i)            [Intentionally Omitted]

(j)            Each German Borrower acknowledges and agrees that any and all fronting fees, commissions, fees, charges and costs incurred by the Issuing Lender relating to German Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be paid by German Borrowers to Agent for the account of Issuing Lender when due; it being acknowledged and agreed by German Borrowers that Issuing Lender is entitled to charge German Borrowers a fronting fee of 0.25% per annum, payable monthly in arrears in accordance with Section 2.5(c) times the undrawn amount of each German Letter of Credit.

(k)           If by reason of (a) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (b) compliance by Issuing Lender, any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Board of Governors as from time to time in effect (and any successor thereto):

(i)            any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any German Letter of Credit issued or caused to be issued hereunder or hereby, or

(ii)           there shall be imposed on Issuing Lender, any other member of the Lender Group any other condition regarding any German Letter of Credit and the result of the foregoing is to increase, directly or indirectly, the cost to Issuing Lender or any other member of the Lender Group, making, participating in, or maintaining any German Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify German Administrative Borrower, and the applicable German Borrower shall pay (or the other German Borrower shall pay, if the applicable Germ Borrower fails to pay) within 30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate Issuing Lender or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the Floating Rate then applicable to German Revolving Loans; provided, that (A) German Borrowers shall not be required to provide any compensation pursuant to this Section 2.11C(k) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to German Administrative Borrower, and (B) if an event or circumstance giving rise to such amounts is retroactive, then the

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180-day period referred to above shall be extended to include the period of retroactive effect thereof.  The determination by Agent of any amount due pursuant to this Section 2.11C(k), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

(l)            Unless otherwise expressly agreed by Issuing Lender and German Borrowers when a German Letter of Credit is issued, (i) the rules of the ISP and the UCP 600 shall apply to each standby German Letter of Credit, and (ii) the rules of the UCP 600 shall apply to each commercial German Letter of Credit.

(m)          In the event of a conflict between the provisions of this Section 2.11C and any provision contained in any Issuer Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.  In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.11C shall control and govern.

(n)           All German Letters of Credit shall be denominated in Euro.

2.12.                LIBOR Option.

(a)           Interest and Interest Payment Dates.  In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option, subject to Section 2.12(b) below (the “LIBOR Option”) to have interest on all or a portion of the Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan (or upon conversion of a Revolving Loan that accrues interest at the Floating Rate to a LIBOR Rate Loan), or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate.  Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, that, subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof.  With respect to US Revolving Loans, on the last day of each applicable Interest Period, unless US Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder.  With respect to European Revolving Loans, on the last day of each applicable Interest Period, unless UK-Dutch Administrative Borrower or German Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the Floating Rate then applicable to the applicable European Revolving Loans.  At any time that an Event of Default has occurred and is continuing, at the written election of the Required Lenders, US Borrower no longer shall have the option to request that US Revolving Loans bear interest at a rate based upon the LIBOR Rate.  At any time that an Event of Default has occurred and is continuing, at the written election of the Required Lenders, European

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Borrowers no longer shall have the option to request that European Revolving Loans bear interest at a rate based upon the LIBOR Rate.

(b)           LIBOR Election.

(i)            Borrowers may, at any time and from time to time, so long as Borrowers have not received a notice from Agent (which notice Agent may elect to give or not give in its discretion unless Agent is directed to give such notice by the Required Lenders, as applicable, in which case, it shall give the notice to Borrowers), after the occurrence and during the continuance of an Event of Default, to terminate the right of Borrowers to exercise the LIBOR Option during the continuance of such Event of Default, elect to exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. (or 11:00 a.m. London time in the case of European Revolving Loans) at least 3 Business Days prior to the commencement of the proposed Interest Period (the “LIBOR Deadline”).  The election of the LIBOR Option by US Borrower, UK-Dutch Administrative Borrower or German Administrative Borrower, as applicable, for a permitted portion of its Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. (or 5:00 p.m. London time in the case of European Revolving Loans) on the same day).  Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the affected Lenders.

(ii)           Each LIBOR Notice shall be irrevocable and binding on Borrowers.  In connection with each LIBOR Rate Loan, US Borrower, if such LIBOR Rate Loan is a US Revolving Loan, or European Borrowers, if such LIBOR Rate Loan is a European Revolving Loan shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment of any principal of such LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of such LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in such LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”).  A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error.  US Borrower, if such LIBOR Rate Loan is a US Revolving Loan, or European Borrowers, if such LIBOR Rate Loan is a European Revolving Loan, shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate.

(iii)          Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than (a) with respect to US Revolving Loans 4 LIBOR Rate Loans, (b) with respect to UK-Dutch Revolving Loans, 2 LIBOR Rate Loans for each country, and (c) with respect to German Revolving Loans, 2 LIBOR Rate Loans, in effect at any given time.  Borrowers only may exercise their LIBOR Option for proposed LIBOR Rate Loans of at least $1,000,000.

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(c)           Conversion.  Borrowers may convert LIBOR Rate Loans to Revolving Loans that accrue interest at the Floating Rate at any time; provided, that in the event that LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any prepayment through the required application by Agent of any payments or proceeds of Collateral in accordance with Section 2.4(b) or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, Borrowers shall indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with Section 2.12 (b)(ii).

(d)           Special Provisions Applicable to LIBOR Rate.

(i)            The applicable LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law (other than changes in laws relative to Taxes, which shall be governed by Sections 16A, 16B, 16C and 16D) occurring subsequent to the commencement of the then applicable Interest Period, including changes in the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the applicable LIBOR Rate.  In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (A) require such Lender to furnish to Borrowers a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (B) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under Section 2.12(b)(ii)).

(ii)           In the event (A) that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation or application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the applicable LIBOR Rate or (B)(1) Dollar, Euro or Sterling deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of a requested LIBOR Rate Loan, (2) adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or (3) the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and (z) Borrowers shall not be entitled to elect their LIBOR Option with respect to such Lender (but shall otherwise continue to be entitled to make such election for the Loans of any

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other Lenders) until such Lender determines that it would no longer be unlawful or impractical to do so.

(e)           No Requirement of Matched Funding.  Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar or Sterling deposits to fund or otherwise match fund any Obligation as to which interest accrues at the applicable LIBOR Rate.

2.13.                Capital Requirements.

(a)           If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify US Borrower, UK-Dutch Administrative Borrower, German Administrative Borrower and Agent thereof.  Following receipt of such notice, Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error).  In determining such amount, such Lender may use any reasonable averaging and attribution methods.  Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that (i) Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrowers of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided, further, that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof, (ii) European Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return pertaining to the US Revolving Commitments or US Obligations, and (iii) no Borrower shall be required to compensate a Lender pursuant to this clause (a) to the extent such Lender has been adequately compensated for any such reduction or increased cost by the payment of Mandatory Cost.

(b)           If any Lender requests additional or increased costs referred to in Section 2.12(d)(i) or amounts under Section 2.13(a) or sends a notice under Section 2.12(d)(ii) or in connection with the application of Mandatory Costs relative to changed circumstances (any such Lender, an “Affected Lender”), then such Affected Lender shall use reasonable efforts to

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promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.12(d)(i) or Section 2.13(a), as applicable, or would eliminate the illegality or impracticality of funding or maintaining LIBOR Rate Loans or eliminate the application of Mandatory Costs and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it.  Borrowers agree to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment; provided, that European Borrowers shall not be obligated to pay such costs and expenses of an Affected Lender pertaining to the US Obligations.  If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender pursuant to Section 2.12(d)(i), Section 2.13(a) or as a result of the application of Mandatory Costs, as applicable, or to enable Borrowers to obtain LIBOR Rate Loans, then Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 2.12(d)(i), Section 2.13(a) or as a result of the application of Mandatory Costs, as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section 2.12(d)(i), Section 2.13(a) or as a result of the application of Mandatory Costs, as applicable, or indicates that it is no longer unlawful or impractical to fund or maintain LIBOR Rate Loans, may seek a substitute Lender reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s Commitments hereunder (a “Replacement Lender”), and if such Replacement Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and Commitments, pursuant to an Assignment and Acceptance Agreement, and upon such purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for purposes of this Agreement.

(c)           Borrowers shall, upon demand from any member of the Lender Group, pay to such Person, the amount of (i) any loss or cost or increased cost incurred by such Person, (ii) any reduction in any amount payable to or in the effective return on the capital to such Person, (iii) any interest or any other return, including principal, foregone by such Person as a result of the introduction of, change over to or operation of the Euro or the Sterling, or (iv) any currency exchange loss that such Person sustains, in each case of clauses (i) through (iv), as a result of any payment being made by any Borrower in a currency other than that originally extended to such Borrower.  A certificate of Agent setting forth in reasonable detail the basis for determining such additional amount or amounts necessary to compensate such member of the Lender Group or shall be conclusively presumed to be correct save for manifest error.

(d)           Notwithstanding anything herein to the contrary, the (i) issuance of any rules, regulations or directions under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (ii) all rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III and all requests, rules, guidelines or directives thereunder or issued in connection therewith after the date of this Agreement shall be deemed to be a change in law, rule, regulation or guideline

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for purposes of Sections 2.12 and 2.13 and the protection of Sections 2.12 and 2.13 shall be available to each Lender and Issuing Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed, so long as it shall be customary for lenders or issuing banks affected thereby to comply therewith.  Notwithstanding any other provision herein, no Lender or Issuing Lender shall demand compensation pursuant to this Section 2.13 if it shall not at the time be the general policy or practice of such Lender or Issuing Lender (as the case may be) to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.

2.14.                Accordion.

(a)           At any time during the period from and after the Closing Date through but excluding the date that is the four (4) year anniversary of the Closing Date, at the option of US Borrower (but subject to the conditions set forth in clause (b) below), the Commitments and the Maximum Revolver Amount, the UK-Dutch Maximum Revolver Amount or the German Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases not to exceed the Available Increase Amount applicable (each such increase, an “Increase”).  Agent shall invite each US Lender or UK-Dutch Lender, as applicable, to increase its US Revolver Commitments or UK-Dutch Revolver Commitments, as applicable (it being understood that no Lender shall be obligated to increase its Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Commitments in connection with such proposed Increase, then Agent or US Borrower may invite any prospective lender who is reasonably satisfactory to Agent and US Borrower to become a Lender in connection with a proposed Increase.  Any Increase shall be in an amount of at least $10,000,000 and integral multiples of $2,500,000 in excess thereof.  In no event may the Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two (2) occasions in the aggregate for all such Increases.  Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Commitments exceed $25,000,000.

(b)           Each of the following shall be conditions precedent to any Increase of the Commitments and the Maximum Revolver Amount and/or the UK-Dutch Maximum Revolver Amount in connection therewith:

(i)            Agent or US Borrower have obtained the commitment of one or more US Lenders or UK-Dutch Lenders, as applicable (or other prospective lenders) reasonably satisfactory to Agent and US Borrower to provide the applicable Increase and any such US Lenders or UK-Dutch Lenders, as applicable (or prospective lenders), US Borrower and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), US Borrower and Agent are party,

(ii)           each of the conditions precedent set forth in Section 3.2 are satisfied,

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(iii)          US Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for US Borrower and its Subsidiaries evidencing (A) that US Borrower and its Subsidiaries as of the end of the fiscal month most recently ended as to which financial statements were required to be delivered pursuant to this Agreement have minimum Fixed Charge Ratio required under Section 7 for the period ending with such fiscal month (regardless of whether such covenant is then being tested), and (B) compliance on a pro forma basis with Section 7 for the 12 fiscal months (on a month-by-month basis) immediately following the proposed date of the applicable Increase,

(iv)          in the case of any new lender who is not already a Lender (or an Affiliate thereof) Agent shall have provided its prior written consent (such consent not to be unreasonably withheld or delayed), and

(v)           US Borrower shall have reached agreement with the US Lenders or UK-Dutch Lenders, as applicable (or prospective lenders) agreeing to the increased Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Commitments (which interest margins may be higher than, equal to or less than the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Commitments (the date of the effectiveness of the increased Commitments and the Maximum Revolver Amount, as applicable, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent.  Any Increase Joinder may, with the consent of Agent, US Borrower, UK-Dutch Administrative Borrower and the lenders party to the Increase Joinder, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Commitments).

(c)           Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Commitments and Maximum Revolver Amount pursuant to this Section 2.14.

(d)           Each of the US Lenders or UK-Dutch Lenders, as applicable having a Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any US Lender or UK-Dutch Lenders, as applicable which is acquiring a new or additional Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Commitments.

(e)           The Revolving Loans, Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Revolving Loans, Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this

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Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents.  Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver and Maximum Revolver Amount.

2.15.                Currencies.  The US Revolving Loans, the Term Loan and other US Obligations (unless such other US Obligations expressly provide otherwise) shall be made and repaid in Dollars.  The German Revolving Loans and other German Obligations (unless such other German Obligations expressly provide otherwise) shall be made and repaid in Euros.  The UK-Dutch Revolving Loans and other UK-Dutch Obligations made to the UK Borrowers shall be made in Sterling (unless such other UK-Dutch Obligations expressly provide otherwise).  The UK-Dutch Revolving Loans and other UK-Dutch Obligations made to the Dutch Borrowers shall be made in Euro (unless such other UK-Dutch Obligations expressly provide otherwise).  All such UK-Dutch Obligations denominated in Sterling shall be repaid in Sterling and all such UK-Dutch Obligations denominated in Euros shall be repaid in Euros.

2.16.                Joint and Several Liability of European Borrowers.

(a)           Each European Borrower is accepting joint and several liability for the European Obligations hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each European Borrower and in consideration of the undertakings of the other European Borrowers to accept joint and several liability for the European Obligations.

(b)           Each European Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other European Borrowers, with respect to the payment and performance of all of the European Obligations (including any European Obligations arising under this Section 2.16), it being the intention of the parties hereto that all the European Obligations shall be the joint and several European Obligations of each European Borrower without preferences or distinction among them.

(c)           If and to the extent that any European Borrower shall fail to make any payment with respect to any of the European Obligations as and when due or to perform any of the European Obligations in accordance with the terms thereof, then in each such event the other European Borrowers will make such payment with respect to, or perform, such European Obligation until such time as all of the European Obligations are paid in full.

(d)           The European Obligations of each European Borrower under the provisions of this Section 2.16 constitute the absolute and unconditional, full recourse European Obligations of each European Borrower enforceable against each European Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.16(d)) or any other circumstances whatsoever.

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(e)           Except as otherwise expressly provided in this Agreement, each European Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Revolving Loans or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the European Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement).  Each European Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the European Obligations, the acceptance of any payment of any of the European Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the European Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the European Obligations or the addition, substitution or release, in whole or in part, of any Borrower.  Without limiting the generality of the foregoing, each European Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective European Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.16 afford grounds for terminating, discharging or relieving any European Borrower, in whole or in part, from any of its European Obligations under this Section 2.16, it being the intention of each European Borrower that, so long as any of the European Obligations hereunder remain unsatisfied, the European Obligations of each European Borrower under this Section 2.16 shall not be discharged except by performance and then only to the extent of such performance.  The European Obligations of each European Borrower under this Section 2.16 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or any Agent or Lender.

(f)            Each European Borrower represents and warrants to Agent and Lenders that such European Borrower is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the European Obligations.  Each European Borrower further represents and warrants to Agent and Lenders that such European Borrower has read and understands the terms and conditions of the Loan Documents.  Each European Borrower hereby covenants that such European Borrower will continue to keep informed of Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the European Obligations.

(g)           The provisions of this Section 2.16 are made for the benefit of Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all UK-Dutch Borrowers, German Borrowers or UK Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group, any Bank Product

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Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the UK-Dutch Obligations hereunder or to elect any other remedy.  The provisions of this Section 2.16 shall remain in effect until all of the UK-Dutch Obligations shall have been paid in full or otherwise fully satisfied.  If at any time, any payment, or any part thereof, made in respect of any of the UK-Dutch Obligations, is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.16 will forthwith be reinstated in effect, as though such payment had not been made.

(h)           Each UK-Dutch Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other UK-Dutch Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent or Lenders with respect to any of the UK-Dutch Obligations or any collateral security therefor until such time as all of the UK-Dutch Obligations have been paid in full in cash.  Any claim which any UK-Dutch Borrower may have against any other UK-Dutch Borrower with respect to any payments to any Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the UK-Dutch Obligations arising hereunder or thereunder, to the prior payment in full in cash of the UK-Dutch Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such UK-Dutch Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other UK-Dutch Borrower therefor.

(i)            Limitations on Enforcement of Section 2.16 for German Loan Parties established as a “GmbH”.

(i)            If a German Loan Party is established as a German limited liability company (Gesellschaft mit beschränkter Haftung (GmbH)) and has assumed a joint and several liability for obligations or liabilities (including guaranties, letters of credit or similar instruments) of any of its affiliated companies (verbundene Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) that is not a direct or indirect subsidiary of the Loan Party (for the purpose of this Section “German J&S Liability”), the Lender Group agrees to enforce German J&S Liability (as applicable) against the relevant Loan Party only to the extent that such an enforcement would not:

(A)          result in a negative balance (Unterbilanz) of the Loan Party, i.e. reducing the net assets (Reinvermögen) of the Loan Party to an amount less than its registered share capital (Stammkapital); or

(B)           if the net assets of the Loan Party are already less than the registered share capital result in its net assets (Reinvermögen) to be further reduced (Vertiefung einer Unterbilanz),

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and would thus in each case constitute a violation of the German capital maintenance rules pursuant to sections 30 and 31 of the German Limited Liability Company’s Act (GmbHG).

(ii)           For the purposes of Section 2.16(i)(i) above, net assets (Reinvermögen) means the assets calculated on the basis of the balance sheet items listed in sections 266 Abs. 2 A, B, C, D and E of the German Commercial Code (HGB) less all liabilities listed in section 266 Abs. 3 B, C, D and E and less any amounts being subject to the distribution barrier pursuant to section 268 paragraph 8 of the German Commercial Code (HGB), provided that for the purposes of the calculation of the enforceable amount (if any) the following balance sheet items shall be disregarded:

(A)          the amount of any increase of the registered share capital (Erhöhung des Stammkapitals) of the Loan Party other than as permitted pursuant to the Loan Documents and/or that has been effected without the prior written consent of the Agent;

(B)           liabilities incurred by the Loan Party not permitted pursuant to the Loan Documents; and

(C)           loans provided to the Loan Party by any of its direct or indirect shareholders or any other Affiliate to the extent that such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the Loan Party.

Unless deviations are required by mandatory law, the relevant net assets are to be determined in accordance with generally accepted accounting principles observing the accountings principles applied in the previous years for the creation of the non-consolidated financial statement.

(iii)          The enforcement of German J&S Liability pursuant to Section 2.16(i)(i) shall initially only be excluded if and to the extent that no later than ten (10) Business Days following a written notice of the Agent to enforce the German J&S Liability (the “Enforcement Notice”), the managing directors of the respective Loan Party have submitted to the Agent an updated balance sheet of the respective Loan Party derived from the latest annual financial statement together with a detailed written calculation based on the date of receipt of the Enforcement Notice (the “Management Calculation”) confirming to their best knowledge which amount cannot be enforced as this would cause the net assets of the Loan Party being less (or to fall further below) than its registered share capital.

(iv)          The Agent is entitled to enforce the German J&S Liability against the respective Loan Party in such an amount that is undisputed according to the Management Calculation and the respective Loan Party is obliged to pay such undisputed amount to the Agent.

With regard to the disputed amount, the respective Loan Party shall submit to the Agent within thirty (30) Business Days (or such longer period as has been agreed between the Loan Party and the Agent) after the Agent has partly or totally rejected the calculation in the Management Calculation a determination prepared by auditors of international standard and reputation (or otherwise accepted by the Agent) appointed (in coordination with the Agent) by and at the costs of the Loan Party confirming to which extent the German J&S Liability can be enforced against the Loan Party on the date of receipt of the Enforcement Notice pursuant to Section 2.16(i)(i)

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through Section 2.16(i)(ii) (the “Auditors’ Determination”). The Auditors’ Determination has to refer to a recent balance sheet of the respective Loan Party. The calculation of the Auditors’ Determination is final and binding upon the parties, safe for obvious mistakes. In case the Auditors’ Determination will not be submitted within the stipulated time period, the Agent is initially and subject to Section 2.16(i)(v) entitled to enforce the German J&S Liability against the Loan Party in full.

(v)           If the Agent has enforced and realized the German J&S Liability without limitation because the Management Calculation and/or the Auditors’ Determination (as the case may be) was not delivered within the relevant time, the Agent shall upon demand of the Loan Party (which demand shall be accompanied by an Auditors’ Determination) repay to the Loan Party such amounts (if and to the extent already enforced) up to the amount calculated in the Auditors’ Determination as necessary to maintain the stated share capital (Stammkapital) of the Loan Party calculated as of the date of the Enforcement Notice and in accordance with sub-paragraphs 2.16 (i) (i) and (ii) above provided, however, that all costs and expenses incurred by the Lender Group in connection with the enforcement of the German J&S Liability shall be deducted from such repayment amount. This entire Section 2.16(i)(v) shall not apply if the Auditors’ Determination has not been submitted to the Agent within a further period of twenty (20) Business Days following the enforcement of the German J&S Liability.

If according to the Auditors’ Determination the German J&S Liability could have been enforced against the respective Loan Party in a higher amount the Agent is entitled to enforce the German J&S Liability in such amount.

(vi)          Provided that the German J&S Liability cannot be fully enforced against the respective Loan Party due to the aforementioned provisions the respective Loan Party is obliged (to the extent legally permitted) to:

(A)          immediately dispose of any of its assets that are not required for the Loan Party’s business (nicht betriebsnotwendig) and the book value of which is significantly lower than its market value; and

(B)           adopt all other reasonable measures which are necessary to allow the agent to fully enforce the German J&S Liability without violation of the German capital maintenance rules pursuant to sections 30 and 31 of the German Limited Liability Company’s Act (GmbHG) (as applicable).

The respective Loan Party will notify the Agent about the sale proceeds and the book value of its respective assets and of the realised hidden reserves.

(vii)         The restrictions pursuant to Section 2.16(i)(i) do not apply to the extent that:

(A)          the German J&S Liability is enforced against the Loan Party with regard such Loan Party’s or any of its direct or indirect subsidiaries’ own obligations including without limitation any amount the Loan Party or any of its direct or indirect subsidiaries has utilized as Borrower under this Credit Agreement;

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(B)           the German J&S Liability is granted in relation to amounts (not yet repaid) being on-lent, or otherwise passed on, to the respective Loan Party or its subsidiaries or otherwise be used for their purposes;

(C)           according to changes in statutory law or according to case law of the Higher Regional Courts (Oberlandesgerichte) it has been established that the restrictions pursuant to Section 2.16(i)(i) are not (or not anymore) necessary in order to avoid a personal civil or criminal law liability of the managing directors of the respective Loan Party, in particular pursuant to section 43 paragraph 3 of the Limited Liability Companies Act (GmbHG).

(viii)        Further, the restrictions pursuant to Section 2.16(i)(i)(A) and (B) shall not apply if and to the extent that the respective Loan Party is party to a domination or a profit and loss pooling agreement (Beherrschungs- oder Gewinnabführungsvertrag) as dominated entity in accordance with section 291 of the German Stock Corporation Act (Aktiengesetz) unless a limitation is necessary in order to avoid a violation of the capital maintenance requirements as set out in section 30 paragraph 1 of the Limited Liability Companies Act (GmbHG).

(ix)           No limitation of enforcement under this entire Section 2.16(i) will prejudice the right of the Lender Group to enforce the German J&S Liability in accordance with the provisions set forth in Section 2.16(i) again at a later time.

(x)            If after the date of this Agreement there will be available any rulings of the German Federal Court of Justice (Bundesgerichtshof) holding that already the assumption of a joint and several liability like the German J&S Liability securing the liabilities owed by an affiliated company (verbundenes Unternehmen) within the meaning of Section 15 et seq. of the German Stock Corporation Act (Aktiengesetz) of a company incorporated under the laws of the Federal Republic of Germany as a “GmbH”(other than such company’s direct or indirect subsidiaries and other than its own obligations) may trigger a liability of the company’s managing directors pursuant to Section 64 sentence 3 Limited Liability Companies Act (GmbHG) even though the respective company’s managing directors have acted with the care of a prudent businessman when entering into the agreement, the Lenders shall - provided that no Event of Default or Default has occurred which is continuing - upon request of the affected Loan Party’s managing directors, enter into negotiations for a period of thirty (30) days with a view to making appropriate adjustments to the provisions of this Section (i) (Limitations on Enforcement of Section 2.16 for German Loan Parties established as a “GmbH”) in order to mitigate the risks of a personal liability of the managing directors pursuant to Section 64 sentence 3 Limited Liability Companies Act (GmbHG), resulting solely from the execution of this Agreement containing the German J&S Liability by the managing directors and not from any other personal misconduct of the affected German Loan Party’s managing directors.

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(j)            Limitations on Enforcement of Section 2.16 for German Loan Parties established as an “AG”.

(i)            If a Loan Party is established as a German stock corporation (Aktiengesellschaft (AG)) and has assumed German J&S Liability, the Lender Group agrees to enforce the German J&S Liability (as applicable) against the relevant Loan Party only if and to the extent that:

(A)          the German J&S Liability is enforced against the Loan Party with regard such Loan Party’s or any of its direct or indirect subsidiaries’ own obligations including without limitation any amount the Loan Party or any of its direct or indirect subsidiaries has utilized as Borrower under this Credit Agreement;

(B)           the German J&S Liability is granted in relation to amounts (not yet repaid) being on-lent, or otherwise passed on, to the respective Loan Party or its subsidiaries or otherwise be used for their purposes;

(C)           following the enforcement of the J&S Liability the Loan Party has a valid recourse claim (vollwertiger Gegenleistungs- oder Rückgewähranspruch) in the meaning of Section 57 paragraph 1 sentence 3 of the German Stock Corporation Act (Aktiengesetz);

(D)          the respective Loan Party is party to a domination or a profit and loss pooling agreement (Beherrschungs- oder Gewinnabführungsvertrag) as dominated entity in accordance with section 291 of the German Stock Corporation Act (Aktiengesetz) unless a limitation is necessary in order to avoid a violation of the capital maintenance requirements as set out in section 57 paragraph 1 of the German Stock Corporation Act (Aktiengesetz); or

(E)           according to changes in statutory law or according to case law of the Higher Regional Courts (Oberlandesgericht) it has been established that the restrictions pursuant to Section 2.16(j)(i) are not (or not anymore) necessary in order to avoid a personal civil or criminal law liability of the managing directors of the respective Loan Party, in particular pursuant to section 93 paragraph 3 of the German Stock Corporation Act (Aktiengesetz).

(ii)           No limitation of enforcement under this entire Section 2.16(j) will prejudice the right of the Lender Group to enforce the German J&S Liability in accordance with the provisions set forth in Section 2.16(j)(i) again at a later time.

(iii)          If after the date of this Agreement there will be available any rulings of the German Federal Court of Justice (Bundesgerichtshof) holding that already the assumption of a joint and several liability like the German J&S Liability securing the liabilities owed by an affiliated company (verbundenes Unternehmen) within the meaning of Section 15 et seq. of the German Stock Corporation Act (Aktiengesetz) of a company incorporated under the laws of the Federal Republic of Germany as an AG (other than such company’s direct or indirect subsidiaries and other than its own obligations) may trigger a liability of the company’s managing directors pursuant to Section 92 para. 2 sentence 3 German Stock Corporation Act

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(Aktiengesetz) even though the respective company’s managing directors have acted with the care of a prudent businessman when entering into the agreement, the Lenders shall - provided that no Event of Default or Default has occurred which is continuing - upon request of the affected Loan Party’s managing directors, enter into negotiations for a period of thirty (30) days with a view to making appropriate adjustments to the provisions of this Section (j) (Limitations on Enforcement of Section 2.16 for German Loan Parties established as a “AG”) in order to mitigate the risks of a personal liability of the managing directors pursuant to Section 92 para. 2 sentence 3 German Stock Corporation Act (Aktiengesetz), resulting solely from the execution of this Agreement containing the German J&S Liability by the managing directors and not from any other personal misconduct of the affected German Loan Party’s managing directors.

2.17.                Cash Management.

(a)           Cash Management Accounts.

(i)            US Cash Management Accounts.  Within 90 days following the Closing Date (or such later date as Agent may agree), US Borrower shall and shall cause each of the other US Loan Parties to (i) establish and maintain the US Deposit Accounts, including the US Collection Deposit Account, and take such reasonable steps to ensure that all of its and the other US Loan Parties’ Account Debtors forward payment of the amounts owed by them directly to the US Collection Deposit Account, (ii) deposit or cause to be deposited promptly, and in any event no later than the second Business Day after the date of receipt thereof, all of their Collections into the US Collection Deposit Account, and (iii) establish and maintain Control Agreements with respect to the US Deposit Accounts (excluding collection Deposit Accounts at Bank of America, N.A. until the date that is 365 days after the US Collection Deposit Account is established and maintained at ▇▇▇▇▇ Fargo (provided that all funds in such Deposit Accounts at Bank of America, N.A. are wired not later than one (1) Business Day after receipt thereof in such Deposit Accounts to the US Collection Deposit Account at ▇▇▇▇▇ Fargo) and Deposit Accounts maintained for payroll and employee benefits.

(ii)           European Deposit Accounts.  Within 120 days following the Closing Date (or such later date as Agent may agree), European Borrowers shall and shall cause each of the other European Loan Parties to establish and maintain security documents, in form and substance reasonable acceptable to Agent, with respect to all Deposit Accounts other than Collection Deposit Accounts held by such European Loan Parties (which shall be subject to Section 2.17(b)) that provide floating charge security with respect to such UK Deposit Accounts, disclosed pledge security with respect to such Dutch Deposit Accounts and German Deposit Accounts, and a perfected first priority Lien in favor of Agent with respect to each such Deposit Account.

(b)           European Collection Deposit Accounts.

(i)            UK Collection Deposit Accounts.  On the Closing Date, UK Borrowers shall and shall cause each of the other UK Loan Parties to establish and maintain the UK Collection Deposit Account.  On and after the Closing Date, UK Borrowers shall take such reasonable steps to (A) ensure that all of the UK Borrowers’ and the other UK Loan Parties’ Account Debtors forward Collections with respect to the amounts owed by them directly to the UK Collection Deposit Account and (B) deposit or cause to be deposited promptly, and in any event no later than the second Business Day after the date of receipt thereof, all of their Collections into the UK Collection Deposit Account.  On or prior to four (4) days after the Closing Date, UK Borrowers shall establish and maintain security documents with respect to the UK Collection Deposit Account that provides fixed charge security and a perfected first priority Lien with respect to the UK Collection Deposit Account.

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(ii)           Dutch Collection Deposit Accounts.  On the Closing Date, the Dutch Collection Deposit Account shall be established.  On and after the Closing Date, the Dutch Borrowers shall and shall cause each of the other Dutch Loan Parties to (A) take such reasonable steps to ensure that all of the Dutch Borrowers’ and the other Dutch Loan Parties’ Account Debtors forward Collections with respect to the amounts owed by them (other than Philips Receivables) directly to the Dutch Collection Deposit Account, (B) within the applicable time periods provided under the Dutch Security Documents assure that a notice relating to the security interests of the Agent is delivered to each of its Account Debtors pursuant to the Dutch Security Documents and (C) deposit or cause to be deposited promptly, and in any event no later than the second Business Day after the date of receipt thereof, all of their Collections into the Dutch Collection Deposit Account.  On or prior to four (4) days after the Closing Date, Dutch Borrowers shall deliver to Agent a Deed of Pledge over Bank Accounts with respect to the Dutch Collection Deposit Account (along with a corresponding acknowledgement and waiver from ING Bank N.V.) which provides disclosed pledge security and a perfected first priority Lien with respect to the Dutch Collection Deposit Account.  At all times prior to the date that Agent maintains sole access to the Dutch Collection Deposit Account (including without limitation the sole right to instruct disbursements from the Dutch Collection Deposit Account), Dutch Borrowers (x) shall on each Business Day, instruct the applicable Dutch Deposit Account Bank to wire all funds in the Dutch Collection Deposit Account to the Agent’s European Account (Euro) and (y) shall not provide any instructions to any Person with respect to the Dutch Collection Deposit Account other than the instructions set forth in clause (x) of this sentence.

(iii)          German Collection Deposit Accounts.  On the Closing Date, the German Borrowers shall and shall cause each of the other German Loan Parties to establish and maintain a German Collection Deposit Account for each German Loan Party. On and after the Closing Date, the German Borrowers shall and shall cause each of the other German Loan Parties to (A) take such reasonable steps to ensure that all of the German Borrowers’ and the other German Loan Parties’ Account Debtors forward Collections with respect to the amounts owed by them directly to a German Collection Deposit Account of the applicable German Loan Party, (B) assure that either a notice relating to the security interests of the Agent is set forth on all relevant invoices (or equivalent) of each German Loan Party or a form of notice is delivered to each of the Account Debtors, in each case pursuant to the German Security Documents and assure that such invoice or a notice of such invoice is delivered to each of its Account Debtors during a German Notice Period via certified mail, (C) deposit or cause to be deposited promptly, and in any event no later than the second Business Day after the date of receipt thereof, all Collections into the German Collection Deposit Account of the applicable German Loan Party, and (D) establish and maintain security documents with respect to the German Collection Deposit Accounts that provide disclosed pledge security and a perfected first priority Lien with respect to each German Collection Deposit Account.

(c)           US Cash Dominion.  At all times during a Cash Dominion Period (including the first and last day thereof), all amounts in the US Deposit Accounts designated as a “Collection Deposit Account” shall be remitted daily to Agent’s US Account and shall be applied by Agent on a daily basis to the US Revolving Loans outstanding and thereafter to US Borrower (to be wired to the US Designated Account) or such other Person entitled thereto under applicable law.

(d)           European Cash Dominion.

(i)            UK Cash Dominion.  All amounts in the UK Collection Deposit Accounts shall be remitted daily to the applicable Agent’s European Account and shall be applied by Agent on a daily basis to the UK-Dutch Revolving Loans outstanding and thereafter to UK-Dutch Borrowers (to be wired to the UK Designated Account) or such other Person entitled thereto under applicable law.

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(ii)           Dutch Cash Dominion.  All amounts in the Dutch Collection Deposit Account shall be remitted daily to the applicable Agent’s European Account.  All amounts in the applicable Agent’s European Account shall be applied by Agent on a daily basis to the UK-Dutch Revolving Loans outstanding and thereafter to UK-Dutch Borrowers (to be wired to the Dutch Designated Account) or such other Person entitled thereto under applicable law.

(iii)          German Cash Dominion.  All amounts in the German Collection Deposit Accounts shall be remitted daily to the applicable Agent’s European Account for such German Borrower and shall be applied by Agent on a daily basis to the German Revolving Loans outstanding of such German Borrower and thereafter to the applicable German Borrower (to be wired to the German Designated Account of such German Borrower) or such other Person entitled thereto under applicable law.

(e)           Cash Management at ▇▇▇▇▇ Fargo.  Within 180 days following the Closing Date (or such later date as Agent may agree) the US Borrower shall, and shall cause the other US Loan Parties to, establish and maintain their primary depository and treasury management relationships with ▇▇▇▇▇ Fargo or its Affiliates; provided, that such depository and treasury management products are offered on commercially reasonable terms.  In furtherance of the foregoing, within 180 days following the Closing Date (or such later date as Agent may agree), the US Collection Deposit Account shall be maintained at ▇▇▇▇▇ Fargo.

2.18.                Circumstances Affecting Euro or Sterling Availability.

(a)           In connection with any request for a Revolving Loan denominated in Euros (“Euro Revolving Loans”) or Letter of Credit denominated in Euros (“Euro Letters of Credit” and, together with the Euro Revolving Loans, the “Euro Extensions”) or a continuation or extension thereof, if the introduction of, or any change in, any Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, compliance by any European Lender (or the lending office of such European Lender) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency or any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls, shall make it unlawful or impossible for any European Lender (or any of their applicable lending office) to honor its obligations to make or maintain any Euro Extensions, then Agent shall promptly give notice thereof to the UK-Dutch Administrative Borrower, German Administrative Borrower and the other Lenders.  Thereafter, until Agent notifies the European Borrower that such circumstances no longer exist, the obligation of such European Lender to make Euro Extensions or any continuation or extension thereof, as applicable, shall be suspended until such European Lender determines that it would no longer be unlawful or impractical to do so, provided that the Borrowers shall continue to be entitled to make elections for Euro Extensions from any other European Lenders; and European Borrowers shall either (i) repay in full (or cause to be repaid in full) the then outstanding principal amount of such Euro Revolving Loans, together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Euro Revolving Loans, or (ii) convert the then outstanding principal amount of each such Euro Revolving Loans

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to a US Revolving Loan or a Sterling Extension; provided that if UK-Dutch Administrative Borrower or German Administrative Borrower, as applicable, elects to make such conversion, European Borrowers shall pay to Agent and Lenders any and all costs, fees and other expenses, if any, incurred by Agent and Lenders in effecting such conversion.

(b)           In connection with any request for a Revolving Loan denominated in Sterling (“Sterling Revolving Loans”) or Letter of Credit denominated in Sterling (“Sterling Letters of Credit” and, together with the Sterling Revolving Loans, the “Sterling Extensions”) or a continuation or extension thereof, if the introduction of, or any change in, any Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any UK-Dutch Lender (or the applicable lending office of such UK-Dutch Lender) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency or any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls, shall make it unlawful or impossible for any UK-Dutch Lender (or any of their applicable lending office) to honor its obligations to make or maintain any Sterling Extensions, then Agent shall promptly give notice thereof to the UK-Dutch Borrower and the other UK-Dutch Lenders.  Thereafter, until Agent notifies the UK-Dutch Administrative Borrower that such circumstances no longer exist, the obligation of such UK-Dutch Lender to make Sterling Extensions or any continuation or extension thereof, as applicable, shall be suspended until such UK-Dutch Lender determines that it would no longer be unlawful or impractical to do so, provided that the Borrowers shall continue to be entitled to make elections for Sterling Extensions from any other UK-Dutch Lenders; and UK-Dutch Borrowers shall either (i) repay in full (or cause to be repaid in full) the then outstanding principal amount of such Sterling Revolving Loans, together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Sterling Revolving Loans, or (ii) convert the then outstanding principal amount of each such Sterling Revolving Loans to a US Revolving Loan or a Euro Extension; provided that if UK-Dutch Borrower elects to make such conversion, UK-Dutch Borrowers shall pay to Agent and Lenders any and all costs, fees and other expenses, if any, incurred by Agent and Lenders in effecting such conversion.

3.                                      CONDITIONS; TERM OF AGREEMENT.

3.1.                  Conditions Precedent to the Initial Extension of Credit.  The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent ).

3.2.                  Conditions Precedent to all Extensions of Credit.  The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to issue, extend or amend any other Letter of Credit hereunder) at any time shall be subject to the following conditions precedent:

(a)           The representations and warranties of US Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all

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material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); and

(b)           No Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof.

3.3.                  Maturity.  This Agreement shall continue in full force and effect for a term ending on the Maturity Date.

3.4.                  Effect of Maturity.  On the Maturity Date, all commitments of the Lender Group to provide additional credit hereunder shall automatically be terminated and all of the Obligations immediately shall become due and payable without notice or demand and Borrowers shall be required to repay all of the Obligations in full.  No termination of the obligations of the Lender Group (other than payment in full of the Obligations and termination of the Commitments) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full and the Commitments have been terminated.  When all of the Obligations have been paid in full and the Lender Group’s obligations to provide additional credit under the Loan Documents have been terminated irrevocably, Agent will, at Borrowers’ sole expense, execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary to release, as of record, Agent’s Liens and all notices of security interests and liens previously filed by Agent.

3.5.                  Early Termination by Borrowers.  Borrowers have the option, at any time upon 5 Business Days prior written notice to Agent, to terminate this Agreement and terminate the Commitments hereunder by repaying to Agent all of the Obligations in full.  The foregoing notwithstanding, (a) Borrowers may rescind termination notices relative to proposed payments in full of the Obligations with the proceeds of third party Indebtedness or other transaction if the closing for such issuance, incurrence or other transaction does not happen on or before the date of the proposed termination (in which case, a new notice shall be required to be sent in connection with any subsequent termination), and (b) Borrowers may extend the date of termination at any time with the consent of Agent (which consent shall not be unreasonably withheld or delayed).

4.                                      REPRESENTATIONS AND WARRANTIES.

In order to induce the Lender Group to enter into this Agreement, each Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by

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materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Revolving Loan (or other extension of credit) made thereafter, as though made on and as of the date of such Revolving Loan (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

4.1.                  Due Organization and Qualification; Subsidiaries.

(a)           Each Loan Party (i) is duly organized or incorporated and existing and in good standing (or its equivalent) under the laws of the jurisdiction of its organization or incorporation, (ii) is qualified to do business in any state, province or territory where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

(b)           US Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests other than obligations payable with respect to Qualified Equity Interests.

(c)           Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the US Borrower’s direct and indirect Subsidiaries as of the Closing Date (including Borrowers), showing a true and correct list of each of all of the authorized, and the issued and outstanding, Equity Interests of each Loan Party and (except for US Borrower) the record and beneficial owners of such Equity Interests.  All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and to the extent relating to a corporation organized under the laws of the United States, non-assessable.

(d)           Except as set forth on Schedule 4.1(d) or with respect to any Qualified Equity Interest, there are no subscriptions, options, warrants, or calls relating to any shares of US Borrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

4.2.                  Due Authorization; No Conflict.  As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party.  As of the Closing Date, no works council has been established or is in the process of being established for either of

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the Dutch Borrowers business and, after the Closing Date, no works council that may be established has undertaken any action in conflict with the Loan Documents.  As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, foreign or local law or regulation applicable to any Loan Party or its Subsidiaries, the Governing Documents of such Loan Party, or any order, judgment, or decree of any court or other Governmental Authority binding on such Loan Party, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of such Loan Party where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of such Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of such Loan Party or any approval or consent of any Person under any material agreement of such Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

4.3.          Governmental Consents.  The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than (i) registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and (ii) filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as of the Closing Date (or as otherwise required pursuant to the Loan Documents).

4.4.          Binding Obligations; Perfected Liens.

(a)           This Agreement has been, and each other Loan Document (when delivered hereunder) will have been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(b)           Agent’s Liens are validly created, perfected (other than with respect to Liens which are not required to be perfected pursuant to the terms of the Security Agreements), and subject only to the filing of financing statements and the making or procuring of the necessary registrations, filings, endorsements, notarizations, stampings or notifications (and, in each case, any other applicable foreign equivalent of the foregoing, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.  Without limiting the foregoing, with respect to the European Obligations, it is not necessary that the Loan Documents be filed, recorded or enrolled with any Governmental Authority or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to the Loan Documents or the transactions contemplated by the Loan Documents except:

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(i)            registration of particulars of the UK Security Agreements at the Companies House in England and Wales in accordance with Part 25 (Company Charges) of the Companies ▇▇▇ ▇▇▇▇ and payment of associated fees or any regulations relating to the registration of charges made under, or applying the provisions of, the Companies ▇▇▇ ▇▇▇▇ and payment of associated fees; and

(ii)           registration of the UK Security Agreement described in clause (a) of the definition of UK Security Agreement at the Land Registry or Land Charges Registry in England and Wales and payment of associated fees, and which registrations, filings and fees will be made and paid promptly after the date of the UK Security Agreements.

which registrations, filings, taxes and fees will be made and paid promptly after the date of the UK Security Agreements.

(c)           Each UK Borrower’s payment obligations under the Loan Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

(d)           Each UK Security Agreement has or will have the ranking in priority which it is expressed to have in the relevant UK Security Agreement and it is not subject to any prior ranking or pari passu ranking Collateral.

4.5.                  Title to Assets; No Encumbrances.  Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby.  All of such assets are free and clear of Liens except for Permitted Liens.

4.6.                  Litigation.

(a)           There are no actions, suits, or proceedings pending or, to the knowledge of Borrowers, threatened in writing against a Loan Party or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.

(b)           Schedule 4.6(b) sets forth an accurate description, with respect to each of the actions, suits, or proceedings with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $2,500,000 that as of the Closing Date, is pending or, to the knowledge of Borrowers, any Responsible Officer, threatened against a Loan Party or any of its Subsidiaries, of (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such actions, suits, or proceedings, (iii) the procedural status, as of the Closing Date, with respect to such actions, suits, or proceedings, and (iv) whether any liability of the Loan Parties’ and their Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance.

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4.7.                  Compliance with Laws.  No Loan Party nor any of its Subsidiaries (a) is in violation of any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

4.8.                  No Material Adverse Effect.  All historical financial statements relating to the Loan Parties and their Subsidiaries that have been delivered by Borrowers to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the Loan Parties’ and their Subsidiaries’ consolidated financial condition as of the date thereof and results of operations for the period then ended.  Since December 31, 2011, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Effect with respect to the Loan Parties and their Subsidiaries.

4.9.                  Solvency.

(a)           Each Borrower is Solvent and the Loan Parties taken as a whole, on a consolidated basis, are Solvent.

(b)           No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party.

4.10.                Employee Benefits.  No ERISA Event has occurred or is reasonably expected to occur, in either case, as could reasonably be expected to have a Material Adverse Effect.  As of the Closing Date, no Loan Party, nor any of their ERISA Affiliates maintains or contributes, or has any liability to contribute to, to any Benefit Plan.  Each Loan Party shall notify Agent prior to establishing or being required to contribute to any Benefit Plan.  Neither US Borrower nor any of its Subsidiaries (including any UK Loan Party) is or has at any time been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993).  Neither US Borrower nor any of its Subsidiaries (including any UK Loan Party) is or has at any time been “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the Pensions Act 2004) such an employer.  No Loan Party and none of their Subsidiaries has been issued with a Financial Support Direction or Contribution Notice in respect of any pension scheme.

4.11.                Environmental Condition.  Except as set forth on Schedule 4.11, (a) to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any

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material respect, of any applicable Environmental Law and could reasonably be expected to result in a claim against the US Borrower or its Subsidiaries in excess of $2,500,000, (b) to Borrowers’ knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received notice that a Lien securing obligations in excess of $2,500,000 arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

4.12.                Complete Disclosure.  All factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents, and all other such factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole with all other information furnished) not misleading in any material respect at such time in light of the circumstances under which such information was provided.  The Projections delivered to Agent on March 27, 2012 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrowers to be reasonable at the time such Projections were made (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results).

4.13.                Patriot Act.  To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “Patriot Act”).  No part of the proceeds of the Loans made hereunder will be used by any Loan Party or any of their Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of

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a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

4.14.                Indebtedness.  Set forth on Schedule 4.14 is a true and complete list of all Indebtedness of each Loan Party and each of its Subsidiaries outstanding immediately prior to the Closing Date that is to remain outstanding immediately after giving effect to the closing hereunder on the Closing Date in reliance on clause (b) of the definition of Permitted Indebtedness and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of the Closing Date.

4.15.                Payment of Taxes.  Except as otherwise permitted under Section 5.5, all federal, national, state and other material tax returns and reports of each Loan Party and its Subsidiaries required to be filed by any of them have been timely filed (taking into account any extensions of time to file), and all such taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon a Loan Party and its Subsidiaries and upon their respective assets, income, businesses and franchises that are due and payable have been paid when due and payable except for taxes that are subject of a Permitted Protest.  Each Loan Party and each of its Subsidiaries have made adequate provision in accordance with GAAP for all taxes not yet due and payable.  No Borrower knows of any proposed tax assessment against a Loan Party or any of its Subsidiaries that will not be paid when due or that will not be contested by such Loan Party or such Subsidiary pursuant to a Permitted Protest.

4.16.                Margin Stock.  No Loan Party nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock.  No part of the proceeds of the loans made to Borrowers will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors.

4.17.                Governmental Regulation.  No Loan Party nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.  No Loan Party nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.18.                OFAC.  No Loan Party nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC.  No Loan Party nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities.  No proceeds of any Loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

4.19.                Employee and Labor Matters.  There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowers, threatened against US Borrower or its

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Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or, to the knowledge of the Borrowers, threatened against US Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a liability, loss or expense in excess of $2,500,000, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against US Borrower or its Subsidiaries that could reasonably be expected to result in a liability, loss or expense in excess of $2,500,000, or (iii) to the knowledge of Borrowers, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party.  None of US Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied beyond the date when such amount is due.  The hours worked and payments made to employees of US Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.  All material payments due from US Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and national insurance contributions and other benefits have been paid or accrued as a liability on the books of Loan Parties, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

4.20.                IBM Financing Agreement.  Except for matters which, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, the IBM Financing Agreement (unless it has expired in accordance with its terms) (a) is in full force and effect and is binding upon and enforceable against the applicable Loan Party or its Subsidiary and, to Borrowers’ knowledge, each other Person that is a party thereto in accordance with its terms, (b) has not been otherwise amended or modified (other than amendments or modifications permitted by Section 6.6(b)), and (c) is not in default due to the action or inaction of the applicable Loan Party.

4.21.                Leases.  Each Loan Party and its Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by the applicable Loan Party or its Subsidiaries exists under any of them.

4.22.                Eligible Accounts.  As to each Account that is identified by a Borrower as a US Eligible Account, UK-Dutch Eligible Account, German Eligible Account, US Eligible Unbilled Account or UK-Dutch Eligible Unbilled Account in the most recently delivered Borrowing Base Certificate submitted to Agent, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of the Borrowers’ business (except to the extent that the foregoing was true as of the date of the Borrowing Base Certificate most recently delivered to Agent, but ceases to be true after the date of such Borrowing Base Certificate solely as a result of payment owed by the applicable Account Debtor to the applicable Borrower in respect of such Account after the date of such Borrowing Base Certificate), (b) owed to a Borrower without any

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known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of US Eligible Accounts, UK-Dutch Eligible Accounts or German Eligible Accounts (except to the extent that the foregoing was true after the date of such Borrowing Base Certificate solely as a result of the excluding criteria set forth in clauses (a), (b) and (i) of the definitions of US Eligible Accounts, UK-Dutch Eligible Accounts or German Eligible Accounts and such charge does not cause the occurrence of an Overadvance); provided, that any Philips Receivable shall be ineligible for each Dutch Borrower so long as the Citi Factoring Agreement is in effect.

4.23.                Locations of Chief Executive Office.  The chief executive office of each Loan Party is identified on Schedule 4.23 (as such Schedule may be updated pursuant to Section 5.14).

4.24.                Registration of UK Establishment.  Each Loan Party (other than a Loan Party incorporated under the laws of England):  (a) is not an “overseas company that is registered” within the meaning of Part 3 of The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009; or (b) has provided to Agent copies of all documents it has delivered to the Registrar of Companies in the United Kingdom under:  (A) Part 2 (Initial registration of particulars) or Part 3 (Alteration in registered particulars) of the Overseas Companies Regulations 2009; or (B) Section 1048 of the Companies Ac▇ ▇▇▇▇.

5.                                      AFFIRMATIVE COVENANTS.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations:

5.1.                  Financial Statements, Reports, Certificates.  The US Borrower (a) will deliver to Agent and if as requested by any Lender with copies to such Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agrees that no Subsidiary of a Loan Party will have a fiscal year different from that of US Borrower, (c) agrees to maintain a system of accounting that enables US Borrower to produce financial statements in accordance with GAAP, and (d) agrees that it will, and will cause each other Loan Party to, (i) keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to its and its Subsidiaries’ sales, (ii) maintain its billing practices substantially as in effect as of the Closing Date (including without limitation with respect to billing milestones of Tier Two Accounts) and shall only make modifications thereto with notice to, and with the consent of, Agent (such consent not to be unreasonably withheld or delayed), and (iii) maintain its billing systems substantially as in effect as of the Closing Date and shall only make material modifications thereto with notice to, and with the consent of, Agent (such consent not to be unreasonably withheld or delayed); provided, that no such consent shall be required for such changes or modifications that do not have the result of changing the underlying information contained in, or frequency and timing of delivery of, any reports required to be delivered under the Loan Documents.

5.2.                  Reporting.  The US Borrower (a) will deliver to Agent (and if so requested by any Lender, with copies for such Lender) each of the reports set forth on Schedule 5.2 at the times specified therein, and (b) agrees to use commercially reasonable efforts in cooperation with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth on such Schedule.

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5.3.                 Existence.  Except as otherwise permitted under Section 6.3 or Section 6.4, US Borrower will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect such Person’s valid existence and, as applicable, good standing in its jurisdiction of organization or incorporation and, except as could not reasonably be expected to result in a Material Adverse Effect, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits, licenses, accreditations, authorizations, or other approvals required or necessary to their businesses, except as could not reasonably be expected to result in a Material Adverse Effect.

5.4.                 Maintenance of Properties.  US Borrower will, and will cause each of its Subsidiaries to, maintain and preserve all of its assets that are necessary in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty, and condemnation and Permitted Dispositions excepted (and except where the failure to so maintain and preserve assets could not reasonably be expected to result in a Material Adverse Effect).

5.5.                 Taxes.  US Borrower will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any extension period all material governmental assessments and federal, national, state or other material taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, except to the extent that the validity of such governmental assessment or tax is the subject of a Permitted Protest.

5.6.                 Insurance.  Borrowers will, and will cause each of its Subsidiaries to, at Borrowers’ expense, (a) maintain insurance respecting each of US Borrower’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily are insured against by other Persons engaged in same or similar businesses and similarly situated and located.  All such policies of insurance shall be with financially sound and reputable insurance companies reasonably acceptable to Agent (it being agreed that, as of the Closing Date, each insurance provider disclosed to the Agent in writing is acceptable to Agent) and in such amounts as are carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of US Borrower and its Subsidiaries in effect as of the Closing Date are acceptable to Agent).  All property insurance policies covering the Collateral are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard loss payable endorsement with a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions as Agent may reasonably require in each relevant jurisdiction to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies.  All certificates of property and general liability insurance or analogous equivalent in each relevant jurisdiction in respect of insurance of the Loan Parties shall include loss payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation, and US Borrower shall provide evidence of the same on or prior to the Closing Date and from time to time thereafter as Agent may request (it being agreed that, the endorsements delivered to Agent in respect of the insurance policies of the Loan Parties in writing satisfy the endorsement requirements of this Section 5.6 as of the Closing Date).  If US Borrower or its Subsidiaries fail to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the

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insurance companies, the adequacy of the coverage, or the collection of claims; provided that US Borrower may later cancel any insurance purchased by Agent after providing Agent with evidence reasonably satisfactory to Agent that US Borrower or such Subsidiary has obtained insurance as required by this Agreement.  US Borrower shall give Agent prompt notice of any loss exceeding $1,000,000 covered by US Borrower’s or its Subsidiaries’ casualty or business interruption insurance.  Upon the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies; provided, that in the event that an applicable Loan Party may lose a right to file such a claim due to the expiration of a statute of limitations, then no earlier than sixty (60) days prior to such expiration, such Loan Party may provide written notice to Agent of its desire to file such claim, and if Agent fails to file such claim at least ten (10) days prior to such expiration, Loan Party shall have the right to file such claim.  Subject to Section 2.4(e)(iii) so long as no Event of Default shall have occurred and be continuing, any insurance proceeds paid to the Agent shall, upon the receipt thereof, be applied as a Collection in accordance with the applicable provisions of Section 2.17.  After any Application Event, all proceeds of insurance shall be paid to Agent and upon receipt shall be applied to the Obligations as set forth in Section 2.4(b).

5.7.                 Inspection.  Each applicable Borrower will, and will cause each of its Subsidiaries to, permit Agent or any duly authorized representatives or agents of the Agent to visit any of its properties and inspect any of its assets or books and records, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees (provided an authorized representative of such Borrower shall be allowed to be present and any Lender may participate in such visit, inspection, examination or discussion at their own cost) at such reasonable times and intervals as Agent or any Lender, as applicable, may designate and, so long as no Default or Event of Default has occurred and is continuing, with reasonable prior notice to US Borrower and during regular business hours and provided further that the Borrowers shall not be responsible for the cost of more than one (1) such visit to each Loan Party (in addition to field examinations) during any fiscal year.

5.8.                 Compliance with Laws.  US Borrower will, and will cause each of its Subsidiaries to, comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

5.9.                 Environmental.  US Borrower will, and will cause each of its Subsidiaries to,

(a)           Keep any property either owned or operated by US Borrower or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,

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(b)           Comply, in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests,

(c)           Promptly notify Agent of any release of which any Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by US Borrower or its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance, in all material respects, with applicable Environmental Law, and

(d)           Promptly, but in any event within 5 Business Days of its receipt thereof, provide Agent with written notice of any of the following:  (i) notice that an Environmental Lien has been filed against any of the real or personal property of US Borrower or its Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against US Borrower or its Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority relating to any potential environmental liability.

5.10.               Disclosure Updates.  Borrowers will, promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report (other than information of a general economic nature and general information about the Borrowers’ industry) furnished to Agent or the Lenders contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in any material respect in light of the circumstances in which made.  The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

5.11.               Formation of Subsidiaries.  Borrowers will, at the time that any Loan Party forms any direct or indirect Significant Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) US Borrower shall give Agent written notice of such formation or acquisition, (b) cause such new Significant Subsidiary to provide to Agent a guaranty of the US Obligations and the European Obligations (if such Significant Subsidiary is to be a US Guarantor) and the European Obligations (if such Significant Subsidiary is organized under laws of any jurisdiction of the United Kingdom, the Netherlands or Germany), together with such security documents (including, unless otherwise waived by the Agent, Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $500,000), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Significant Subsidiary) in order to secure such guaranty, in each case, in a manner reasonably consistent with the corresponding actions taken for the other Loan Parties in corresponding jurisdictions; provided, such guaranty securing any US Obligation, and such security documents, shall not be required to be provided to Agent with respect to any Subsidiary of US Borrower that is a CFC or Foreign Holding Company if providing such agreements would result in adverse tax consequences or the costs to

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the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with US Borrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (c) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or equivalent security in the relevant jurisdiction) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Significant Subsidiary in form and substance reasonably consistent with corresponding documentation delivered by other Loan Parties or otherwise reasonably satisfactory to Agent, to secure the US Obligations of such Loan Party (if such Loan Party is a US Loan Party) or the European Obligations of such Loan Party (if such Loan Party is a European Loan Party); provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of US Borrower that is a CFC or a Foreign Holding Company (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged with respect to the US Obligations if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with US Borrower ) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (d) provide to Agent all other documentation, including, if requested by the Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance, if available, or other documentation with respect to all Real Property owned in fee and subject to a mortgage).  Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

5.12.               Further Assurances.  US Borrower will, and will cause each of the other Loan Parties to, at any time upon the reasonable request of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments (related to the other Additional Documents), and all other documents (the “Additional Documents”) that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect Agent’s Liens in all of the assets of the Loan Parties (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), to create and perfect Liens in favor of Agent in any Real Property owned in fee acquired by US Borrower or any other Loan Party with a fair market value in excess of $500,000, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents; provided that the foregoing shall not apply to provide security for a US Obligation from any Subsidiary of US Borrower that is a CFC or Foreign Holding Company if providing such documents would result in adverse tax consequences or the costs to the Loan Parties of providing such documents are unreasonably excessive (as determined by Agent in consultation with US Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby.  To the maximum extent permitted by applicable law, if US Borrower or any other Loan Party refuses or fails to execute or deliver any Additional Documents reasonably requested in accordance with the terms hereof within a reasonable period of time following the request to do so, US Borrower and each other Loan Party hereby authorizes Agent to execute any such Additional Documents in the applicable Loan Party’s name and authorizes Agent to file such executed Additional Documents in any appropriate filing office.  In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensure that the (a) European Obligations and

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US Obligations are guaranteed by the US Loan Parties (except that US Borrower shall not guaranty the US Obligations) and are secured by substantially all of the assets of US Loan Parties (subject to exceptions and limitations contained in the Loan Documents with respect to CFCs and real property), and (b) the European Obligations are guaranteed by the European Loan Parties (other than the European Borrowers) and are secured by substantially all of the assets of European Loan Parties (subject to exceptions and limitations contained in the Loan Documents; provided, however, that so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be required to pledge any Equity Interests of any Subsidiary located in a jurisdiction other than the United Kingdom, the Netherlands, Germany or the United States, nor shall the Borrowers be required to pledge the Equity Interests of any German Subsidiary of CIBER Holding GmbH.

5.13.               Lender Meetings.  US Borrower will, at the request of Agent or of the Required Lenders and upon reasonable prior notice, hold an annual meeting (at a mutually agreeable location and time or, at the option of Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial condition of US Borrower and its Subsidiaries and the projections presented for the current fiscal year of US Borrower.

5.14.               Location of Chief Executive Office.  US Borrower will, and will cause each of the other Loan Parties to, keep their chief executive offices only at the locations identified on Schedule 4.23; provided, that Borrowers may amend Schedule 4.23 so long as such chief executive office is relocated, to a new location within the applicable Loan Party’s current national jurisdiction and Agent is notified of such relocation in writing not later than the date on which such relocation occurs.

5.15.               Center of Main Interests.  Each Loan Party incorporated in England and Wales or Scotland shall maintain its center of main interests in England and Wales or Scotland (as the case may be) for the purposes of the Insolvency Regulation. Each Loan Party organized under the laws of the Netherlands shall maintain its center of main interests in the Netherlands for the purposes of the Insolvency Regulation.  Each Loan Party incorporated in Germany shall maintain its center of main interest in the meaning of the Insolvency Regulation in Germany.

5.16.               Material Contracts.  Not later than the delivery of each Compliance Certificate pursuant to Section 5.1 relating to the last month of any fiscal quarter of Borrower, provide Agent with copies of each material amendment or modification of the IBM Financing Agreement or the Citi Factoring Agreement in accordance with Section 6.6(b)(ii) hereof since the delivery of the previous Compliance Certificate.

5.17.               UK Pension Plans.

(a)           The US Borrower, on behalf of each Loan Party shall ensure that all pension schemes operated by or maintained for the benefit of the UK Loan Parties and/or any of their employees are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Ac▇ ▇▇▇▇ ▇nd that no action or omission is taken by any company in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect

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(including the termination or commencement of winding-up proceedings of any such pension scheme or any English company ceasing to employ any member of such a pension scheme).

(b)           The US Borrower, on behalf of each Loan Party shall ensure that no UK Loan Party is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 2004) such an employer.

(c)           Each Loan Party shall deliver to the Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the UK Loan Party); and (ii) at any other time if the Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to all pension schemes mentioned in (a) above.

(d)           Each Loan Party shall promptly notify the Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).

6.                                      NEGATIVE COVENANTS.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations:

6.1.                 Indebtedness.  US Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness.

6.2.                 Liens.  US Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens.

6.3.                 Restrictions on Fundamental Changes.  US Borrower will not, and will not permit any of its Subsidiaries to,

(a)           Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party and no merger may occur between US Borrower and a Borrower or between US Borrower and a European Borrower (unless US Borrower is the surviving entity), (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger (or the surviving entity becomes a Loan Party upon the consummation of such merger), and (iii) any merger between Subsidiaries of US Borrower that are not Loan Parties,

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(b)           Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of Insignificant Subsidiaries of US Borrower, (ii) the liquidation or dissolution of a Loan Party (other than US Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of US Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) are subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of US Borrower that is not liquidating or dissolving, or

(c)           Suspend or cease operating a substantial portion of the business of any Borrower or of US Borrower and its Subsidiaries, taken as a whole, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

6.4.                 Disposal of Assets.  Other than Permitted Dispositions or transactions permitted by Sections 6.3 or 6.9, US Borrower will not, and will not permit any of its Subsidiaries to convey, sell, lease, license, assign, transfer, or otherwise dispose of (or (unless the effectiveness of such agreement is expressly conditioned upon the consent thereto by the Required Lenders or the repayment in full of the Obligations) enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any of its or their assets.  In connection with any disposition of Collateral permitted by this Section 6.4, subject to Section 5.11, Agent shall promptly execute and deliver to the relevant Loan Party (at the sole cost and expense of Loan Parties) all releases or other documents (including without limitation Uniform Commercial Code termination statements or amendments) necessary or reasonably requested for the release of the Liens created by the Loan Documents on such Collateral.

6.5.                 Nature of Business.  US Borrower will not, and will not permit any of its Subsidiaries to engage in any material line of business substantially different from those lines of business conducted by the US Borrower and its Subsidiaries on the Closing Date; provided, that the foregoing shall not prevent US Borrower and its Subsidiaries from engaging in any business that is reasonably related or ancillary to its or their business.

6.6.                 Prepayments and Amendments.  US Borrower will not, and will not permit any of its Subsidiaries to,

(a)           Except in connection with Refinancing Indebtedness permitted by Section 6.1 or if the Payment Conditions are satisfied,

(i)            optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of US Borrower or its Subsidiaries, other than (A) prepayments of the Obligations in accordance with this Agreement, (B) prepayments, redemptions, defeasement, purchases or acquisitions of Permitted Intercompany Advances, and (C) prepayments of Indebtedness of US Borrower or its Subsidiaries under the IBM Financing Agreement so long as, with respect to this  clause (C), no Event of Default has occurred and is continuing, or would result therefrom and Excess Availability exceeds $5,000,000 after giving effect to such prepayment, or

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(ii)           make any payment on account of Indebtedness that has been contractually subordinated in right of payment to any of the Obligations if such payment is not permitted at such time under the subordination terms and conditions applicable thereto, or

(b)           Directly or indirectly, amend, modify, or change any of the terms or provisions of

(i)            any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances and (C) Indebtedness permitted under clauses (a), (c), (g), (h), (i), (k), (l), (m), (t) or (u) of the definition of Permitted Indebtedness, in each of (A), (B) and (C), to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders;

(ii)           the IBM Financing Agreement or the Citi Factoring Agreement, except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or

(iii)          the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

6.7.                 Restricted Payments.  US Borrower will not, and will not permit any of its Subsidiaries to make any Restricted Payment; provided, that, so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom,

(a)           US Borrower may make distributions to former employees, officers, or directors of US Borrower (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Equity Interests of US Borrower held by such Persons, provided, that the aggregate amount of such redemptions in any fiscal year (whether in exchange for cash or the issuance of Indebtedness permitted pursuant to clause (l) of the definition of Permitted Indebtedness does not exceed $500,000 in any fiscal year,

(b)           US Borrower may make distributions to former employees, officers, or directors of US Borrower (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to US Borrower on account of repurchases of the Equity Interests of US Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of US Borrower,

(c)           each Subsidiary of the US Borrower organized in the United States may make Restricted Payments to the US Borrower or any other wholly-owned US Loan Party and each Subsidiary of the US Borrower not organized in the United States may make Restricted Payments to the US Borrower or any other wholly-owned Loan Party (and, in the case of a Restricted Payment by a non wholly-owned subsidiary, to US Borrower and other Loan Party and to each other owner of Equity Interest of such Subsidiary on a pro-rata basis based on their

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relative ownership interests) and any Subsidiary that is not a Loan Party may make Restricted Payments to any other Subsidiary that is not a Loan Party,

(d)           the US Borrower and each Subsidiary of the US Borrower may declare and make dividend payments or other distributions payable solely in common Equity Interests or, in the case of the US Borrower, Qualified Equity Interests,

(e)           if the Payment Conditions are met, other Restricted Payments not to exceed $10,000,000 in any fiscal year,

(f)            US Borrower and each of its Subsidiaries may purchase, redeem or otherwise acquire shares of its (and, solely with respect to US Borrower, its Subsidiaries’) common Equity Interests or warrants or options to acquire any such common Equity Interests with Available Equity Proceeds,

(g)           US Borrower may declare and make dividend payments or other distributions payable solely in Qualified Equity Interests of the US Borrower that is not redeemable for cash in connection with a “poison pill” so long no Change of Control could reasonably be expected to occur as a result of the issuance of any such Qualified Equity Interests or conversion of any thereof,

(h)           purchases of Equity Interests held by other shareholders (other than by US Borrower and its Subsidiaries) in any Subsidiary to the extent constituting a Permitted Investment permitted pursuant to clauses (k)(ii), (q) or (r) of the definition thereof, and

(i)            the US Borrower may repurchase Equity Interest of the US Borrower issued to employees and directors of the US Borrower in an amount not to exceed $500,000 in the aggregate for all employees of US Borrower and its Subsidiaries in any fiscal year to satisfy such individual’s income tax withholding obligations relating to the vesting of any restricted stock grants that have been approved by the US Borrower’s Board of Directors or the appropriate committee thereof.

6.8.                 Accounting Methods.  US Borrower will not, and will not permit any of its Subsidiaries to modify or change its fiscal year or its method of accounting (other than as may be required to conform to GAAP).

6.9.                 Investments.  US Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, make or acquire any Investment except for Permitted Investments.  Notwithstanding anything contained in this Agreement to the contrary, except for Permitted Intercompany Advances, Permitted Investments described in clause (e)(ii) of the definition thereof and transactions consummated in accordance with the requirements of Section 6.10(a), (a) no US Loan Party shall enter into any transaction with, make any loan, advance or other Investment in, or otherwise transfer any property to any European Loan Party or any Subsidiary of US Borrower that is not a Loan Party, and (b) no European Loan Party shall enter into any transaction with, make any loan, advance or other Investment in, or otherwise transfer any property to any Subsidiary of US Borrower that is not a Loan Party.

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6.10.                Transactions with Affiliates.  US Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction with any Affiliate of US Borrower or any of its Subsidiaries except for:

(a)           Transactions between US Borrower or its Subsidiaries, on the one hand, and any Affiliate of US Borrower or its Subsidiaries, on the other hand, (i) Permitted Investments described in clause (e)(ii) of the definition thereof or (ii) so long as such transactions are no less favorable, taken as a whole, to US Borrower or its Subsidiaries, as applicable, as would be obtained in an arm’s length transaction with a non-Affiliate,

(b)           So long as it has been approved by US Borrower’s or its applicable Subsidiary’s board of directors (or comparable governing body) in accordance with applicable law, any indemnity provided for the benefit of directors (or comparable managers) of US Borrower or its applicable Subsidiary,

(c)           So long as it has been approved by US Borrower’s or its applicable Subsidiary’s board of directors (or comparable governing body) in accordance with applicable law, the payment of reasonable compensation (including retirement bonuses, health, stock option and other benefit plans), severance, or employee benefit arrangements to employees, officers, and directors of US Borrower and its Subsidiaries in the ordinary course of business and consistent with industry practice, and

(d)           Transactions (i) permitted by Section 6.3 or Section 6.7, (ii) any Permitted Intercompany Advance or (iii) Permitted Investments pursuant to clauses (f), (i) or (n) of the definition thereof.

6.11.                Use of Proceeds.  US Borrower will not, and will not permit any of its Subsidiaries to use the proceeds of any Loan made hereunder for any purpose other than (a)  (i) to repay, in full on the Closing Date, the outstanding principal, accrued interest, and accrued fees and expenses owing under or in connection with the Existing Credit Facility, and (ii) to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and (b) consistent with the terms and conditions hereof, for other lawful corporate purposes (including that no part of the proceeds of the loans made to Borrowers will be used to purchase or carry any such Margin Stock within the meaning of Regulation U or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock within the meaning of Regulation U or in any manner that might violate the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System).

6.12.                Limitation on Issuance of Equity Interests.  Except for the issuance or sale of Qualified Equity Interests by US Borrower, US Borrower will not, and will not permit any of its Subsidiaries to issue or sell or enter into any agreement or arrangement for the issuance or sale of any of its Equity Interests.

6.13.                Change Name.  Change US Borrower’s or any Loan Party’s name, organizational identification number, company number, state of organization; jurisdiction of incorporation or form of organizational; provided, however, that US Borrower or any of its

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Subsidiaries may change its name upon at least 10 days prior written notice (or such shorter time period approved by Agent in its sole discretion) to Agent of such change.

6.14.                Citi Factoring Agreement.  Sell, assign, or transfer, or agree to sell, assign or transfer, any Account to Citibank Europa plc pursuant to the Citi Factoring Agreement that is not a Philips Receivable.

7.                                      FINANCIAL COVENANTS.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, Borrowers will:

(a)           Minimum EBITDA.  At all times until the Term Loan has been repaid in full in cash, achieve EBITDA, measured on a month-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto:

89

(b)           Fixed Charge Coverage Ratio.  At all times until the Term Loan has been repaid in full in cash, or during a Covenant Testing Period, have a Fixed Charge Coverage Ratio, measured for the 12 month period ending on the last day of each fiscal month during the Covenant Testing Period of at least 1.1 to 1.0.

(c)           Leverage Ratio.  At all times until the Term Loan has been repaid in full in cash, have a Leverage Ratio, measured on a month-end basis, of not greater than the applicable ratio set forth in the following table for the applicable date set forth opposite thereto:

90

8.                                     EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Agreement:

8.1.                  Payments.  If a Loan Party fails to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure continues for a period of 3 Business Days, (b) all or any portion of the principal of the Loans, or (c) any amount payable to Issuing Lender in reimbursement of any drawing under a Letter of Credit;

8.2.                  Covenants.  If any Loan Party or any of its Subsidiaries:

(a)           fails to perform or observe any covenant or other agreement contained in any of (i) Sections 2.17, 5.1, 5.2, 5.3 (solely if any Loan Party, as applicable, fails to maintain its valid existence in its jurisdiction of organization or incorporation), 5.6, 5.7 (solely if any Loan Party refuses to allow Agent or its representatives or agents to visit such Loan Party’s properties, inspect its assets or books or records, examine and make copies of its books and records, or discuss such Loan Party’s affairs, finances, and accounts with officers and employees of such Loan Party), 5.12, 5.13 or 5.15 of this Agreement, (ii) Sections 6 of this Agreement, (iii) Section 7 of this Agreement, (iv) Section 7 of the US Security Agreement, (v) Clauses 7 or 8 of the document noted in clause (a) of the definition of “UK Security Agreements”, (vi) Sections 2 and 4 of the Deed of Pledge over Accounts Receivables of Dutch Loan Parties, (vii) Sections 2, 4 and 5 of the Deed of Pledge over Bank Accounts and Intercompany Advances, (viii) Sections 7 or 10 of the First Ranking Pledge Receivables of each German Borrower, (ix) Sections 6 or 10 of the Second Ranking Pledge of Receivables of each German Borrower, or (x) Sections 4 or 8 of the Pledges Over Bank Accounts of each German Borrower;