Exhibit 10.1


 


Execution Version


 





 



 


Published CUSIP Number: 29414QAA9


Revolving Facility CUSIP Number: 29414QAB7


 


CREDIT AGREEMENT


 


Dated as of November 2, 2018


 


among


 


ENVIROSTAR, INC.,


as the Borrower,


 


CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO,


as the Guarantors,


 


BANK OF AMERICA, N.A.,


as Administrative Agent, Swingline Lender and


an L/C Issuer,


 


and


 


THE LENDERS PARTY HERETO


 


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


and


U.S. BANK NATIONAL ASSOCIATION,


as Joint Lead Arrangers


 


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,


as Sole Bookrunner


 





 



 




    	 	 



     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS	1
	1.01	Defined Terms.	1
	1.02	Other Interpretive Provisions.	31
	1.03	Accounting Terms.	32
	1.04	Rounding.	32
	1.05	Times of Day.	32
	1.06	Letter of Credit Amounts.	32
	1.07	UCC Terms.	33
	1.08	Rates.	33
	1.09	Divisions.	33
	 	 	 
	ARTICLE II  COMMITMENTS AND CREDIT EXTENSIONS	33
	2.01	Loans.	33
	2.02	Borrowings, Conversions and Continuations of Loans.	34
	2.03	Letters of Credit.	35
	2.04	Swingline Loans.	44
	2.05	Prepayments.	46
	2.06	Termination or Reduction of Commitments.	48
	2.07	Repayment of Loans.	48
	2.08	Interest and Default Rate.	48
	2.09	Fees.	49
	2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.	50
	2.11	Evidence of Debt.	51
	2.12	Payments Generally; Administrative Agent’s Clawback.	51
	2.13	Sharing of Payments by Lenders.	53
	2.14	Cash Collateral.	54
	2.15	Defaulting Lenders.	55
	2.16	Increase in Revolving Facility.	57
	 	 	 
	ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY	58
	3.01	Taxes.	58
	3.02	Illegality.	63
	3.03	Inability to Determine Rates.	64
	3.04	Increased Costs; Reserves on Eurodollar Rate Loans.	66
	3.05	Compensation for Losses.	67
	3.06	Mitigation Obligations; Replacement of Lenders.	68
	3.07	Survival.	68
	 	 	 
	ARTICLE IV  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	69
	4.01	Conditions of Initial Credit Extension.	69
	4.02	Conditions to all Credit Extensions.	72
	 	 	 
	ARTICLE V  REPRESENTATIONS AND WARRANTIES	72
	5.01	Existence, Qualification and Power.	72
	5.02	Authorization; No Contravention.	73



 



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	5.03	Governmental Authorization; Other Consents.	73
	5.04	Binding Effect.	73
	5.05	Financial Statements; No Material Adverse Effect.	73
	5.06	Litigation.	74
	5.07	No Default.	74
	5.08	Ownership of Property.	74
	5.09	Environmental Compliance.	74
	5.10	Insurance.	75
	5.11	Taxes.	75
	5.12	ERISA Compliance.	75
	5.13	Margin Regulations; Investment Company Act.	76
	5.14	Disclosure.	77
	5.15	Compliance with Laws.	77
	5.16	Solvency.	77
	5.17	Casualty, Etc.	77
	5.18	Sanctions Concerns and Anti-Corruption Laws.	77
	5.19	Responsible Officers.	78
	5.20	Subsidiaries; Equity Interests; Loan Parties.	78
	5.21	Collateral Representations.	78
	5.22	EEA Financial Institutions.	80
	5.23	Intellectual Property; Licenses, Etc.	80
	5.24	Labor Matters.	80
	 	 	 
	ARTICLE VI  AFFIRMATIVE COVENANTS	80
	6.01	Financial Statements.	80
	6.02	Certificates; Other Information.	81
	6.03	Notices.	84
	6.04	Payment of Obligations.	85
	6.05	Preservation of Existence, Etc.	85
	6.06	Maintenance of Properties.	85
	6.07	Maintenance of Insurance.	85
	6.08	Compliance with Laws.	86
	6.09	Books and Records.	86
	6.10	Inspection Rights.	86
	6.11	Use of Proceeds.	87
	6.12	Material Contracts.	87
	6.13	Covenant to Guarantee Obligations.	87
	6.14	Covenant to Give Security.	87
	6.15	Further Assurances.	89
	6.16	Compliance with Environmental Laws.	89
	6.17	Anti-Corruption Laws.	89
	 	 	 
	ARTICLE VII  NEGATIVE COVENANTS	89
	7.01	Liens.	90
	7.02	Indebtedness.	91
	7.03	Investments.	92
	7.04	Fundamental Changes.	93
	7.05	Dispositions.	94



 



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	7.06	Restricted Payments.	94
	7.07	Change in Nature of Business.	95
	7.08	Transactions with Affiliates.	95
	7.09	Burdensome Agreements.	96
	7.10	Use of Proceeds.	96
	7.11	Financial Covenants.	96
	7.12	[Reserved].	96
	7.13	Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes.	96
	7.14	Sale and Leaseback Transactions.	97
	7.15	Sanctions.	97
	7.16	Anti-Corruption Laws.	97
	 	 	 
	ARTICLE VIII  EVENTS OF DEFAULT AND REMEDIES	97
	8.01	Events of Default.	97
	8.02	Remedies upon Event of Default.	99
	8.03	Application of Funds.	100
	 	 	 
	ARTICLE IX  ADMINISTRATIVE AGENT	101
	9.01	Appointment and Authority.	101
	9.02	Rights as a Lender.	102
	9.03	Exculpatory Provisions.	102
	9.04	Reliance by Administrative Agent.	103
	9.05	Delegation of Duties.	104
	9.06	Resignation of Administrative Agent.	104
	9.07	Non-Reliance on Administrative Agent and Other Lenders.	106
	9.08	No Other Duties, Etc.	106
	9.09	Administrative Agent May File Proofs of Claim; Credit Bidding.	106
	9.10	Collateral and Guaranty Matters.	107
	9.11	Secured Cash Management Agreements and Secured Hedge Agreements.	108
	9.12	Certain ERISA Matters.	108
	 	 	 
	ARTICLE X  CONTINUING GUARANTY	110
	10.01	Guaranty.	110
	10.02	Rights of Lenders.	110
	10.03	Certain Waivers.	110
	10.04	Obligations Independent.	110
	10.05	Subrogation.	111
	10.06	Termination; Reinstatement.	111
	10.07	Stay of Acceleration.	111
	10.08	Condition of Borrower.	111
	10.09	Appointment of Borrower.	112
	10.10	Right of Contribution.	112
	10.11	Keepwell.	112
	 	 	 
	ARTICLE XI  MISCELLANEOUS	112
	11.01	Amendments, Etc.	112
	11.02	Notices; Effectiveness; Electronic Communications.	114
	11.03	No Waiver; Cumulative Remedies; Enforcement.	116


 






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	11.04	Expenses; Indemnity; Damage Waiver.	117
	11.05	Payments Set Aside.	119
	11.06	Successors and Assigns.	119
	11.07	Treatment of Certain Information; Confidentiality.	124
	11.08	Right of Setoff.	125
	11.09	Interest Rate Limitation.	126
	11.10	Counterparts; Integration; Effectiveness.	126
	11.11	Survival of Representations and Warranties.	126
	11.12	Severability.	127
	11.13	Replacement of Lenders.	127
	11.14	Governing Law; Jurisdiction; Etc.	127
	11.15	Waiver of Jury Trial.	129
	11.16	Subordination.	129
	11.17	No Advisory or Fiduciary Responsibility.	129
	11.18	Electronic Execution.	130
	11.19	USA PATRIOT Act Notice.	130
	11.20	Acknowledgement and Consent to Bail-In of EEA Financial Institutions.	130
	11.21	Time of the Essence.	131
	11.22	ENTIRE AGREEMENT.	131


 









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BORROWER PREPARED SCHEDULES


 


	Schedule 1.01(c)	Responsible Officers
	Schedule 5.10	Insurance
	Schedule 5.12	Pension Plans
	Schedule 5.20(a)	Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments
	Schedule 5.20(b)	Loan Parties
	Schedule 5.21(b)	Intellectual Property
	Schedule 5.21(c)	Documents, Instrument, and Tangible Chattel Paper
	Schedule 5.21(d)(i)	Deposit Accounts & Securities Accounts
	Schedule 5.21(d)(ii)	Electronic Chattel Paper & Letter-of-Credit Rights
	Schedule 5.21(e)	Commercial Tort Claims
	Schedule 5.21(f)	Pledged Equity Interests
	Schedule 5.21(g)	Real Properties
	Schedule 5.21(h)	Material Contracts
	Schedule 7.01	Existing Liens
	Schedule 7.02	Existing Indebtedness
	Schedule 7.03	Existing Investments
	 	 
	ADMINISTRATIVE AGENT PREPARED SCHEDULES
	 	 
	Schedule 1.01(a)	Certain Addresses for Notices
	Schedule 1.01(b)	Initial Commitments and Applicable Percentages
	 	 
	EXHIBITS	 
	 	 
	Exhibit A	Form of Administrative Questionnaire
	Exhibit B	Form of Assignment and Assumption
	Exhibit C	Form of Compliance Certificate
	Exhibit D	Form of Joinder Agreement
	Exhibit E	Form of Loan Notice
	Exhibit F	Form of Permitted Acquisition Certificate
	Exhibit G	Form of Revolving Note
	Exhibit H	Form of Secured Party Designation Notice
	Exhibit I	Form of Solvency Certificate
	Exhibit J	Form of Swingline Loan Notice
	Exhibit K	Form of Letter of Credit Report
	Exhibit L	Form of Notice of Additional L/C Issuer
	Exhibit M	Forms of U.S. Tax Compliance Certificates
	Exhibit N	Form of Funding Indemnity Letter
	Exhibit O	[Reserved]
	Exhibit P	Form of Financial Condition Certificate
	Exhibit Q	Form of Authorization to Share Insurance Information
	Exhibit R	Form of Notice of Loan Prepayment


 




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CREDIT AGREEMENT


 


This CREDIT AGREEMENT
is entered into as of November 2, 2018, among EnviroStar, Inc., a Delaware corporation (the “Borrower”), the
Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender
and L/C Issuer.


 


PRELIMINARY STATEMENTS:


 


WHEREAS, the Loan
Parties (as hereinafter defined) have requested that the Lenders, the Swingline Lender and the L/C Issuer make loans and other
financial accommodations to the Loan Parties in an aggregate amount of up to $100,000,000.


 


WHEREAS, the Lenders,
the Swingline Lender and the L/C Issuer have agreed to make such loans and other financial accommodations to the Loan Parties on
the terms and subject to the conditions set forth herein.


 


NOW THEREFORE, in
consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


ARTICLE I



DEFINITIONS AND ACCOUNTING TERMS


 


		1.01	Defined Terms.



 


As used in this Agreement,
the following terms shall have the meanings set forth below:


 


“Acquisition”
means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the
Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible
or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether
by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities
into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of
the assets of such Person or of a division, line of business or other business unit of such Person.


 


“Act”
has the meaning specified in Section 11.19.


 


“Additional Secured
Obligations” means (a) all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements
and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges
and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement
by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the
debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided
that Additional Secured Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.


 




    	 	 



     


    

 


“Administrative
Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor
administrative agent.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule
1.01(a), or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit A or any other form
approved by the Administrative Agent.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.


 


“Aggregate Commitments”
means the Commitments of all the Lenders.


 


“Agreement”
means this Credit Agreement.


 


“Applicable Percentage”
means in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the
ninth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitment at such time,
subject to adjustment as provided in Section 2.15. If the Commitment of all of the Revolving Lenders to make Revolving Loans and
the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving
Commitments have expired, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility shall be
determined based on the Applicable Percentage of such Revolving Lender in respect of the Revolving Facility most recently in effect,
giving effect to any subsequent assignments. The Applicable Percentage of each Lender in respect of the Revolving Facility is set
forth opposite the name of such Lender on Schedule 1.01(b) or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable.


 


“Applicable Rate”
means, for any day, the rate per annum set forth below opposite the applicable Level then in effect (based on the Consolidated
Leverage Ratio), it being understood that the Applicable Rate for (a) Revolving Loans that are Base Rate Loans shall be the
percentage set forth under the column “Base Rate”, (b) Revolving Loans that are Eurodollar Rate Loans shall be
the percentage set forth under the column “Eurodollar Rate & Letter of Credit Fee”, (c) the Letter of Credit Fee
shall be the percentage set forth under the column “Eurodollar Rate & Letter of Credit Fee”, and (d) the Commitment
Fee shall be the percentage set forth under the column “Commitment Fee”:


 


	Applicable Rate
	Level	 	Consolidated 
 Leverage Ratio
	 	Eurodollar Rate
 & Letter of Credit Fee
	 	 	Base Rate	 	 	Commitment
 Fee
	 
	1	 	< 2.00:1.00	 	 	1.25	%	 	 	0.25	%	 	 	0.125	%
	2	 	> 2.00:1.00 but <
    3.00:1.00	 	 	1.50	%	 	 	0.50	%	 	 	0.15	%
	3	 	> 3.00:1.00	 	 	1.75	%	 	 	0.75	%	 	 	0.15	%



 




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Any increase or decrease in the Applicable
Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if
a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders,
Pricing Level 3 shall apply, in each case as of the first Business Day after the date on which such Compliance Certificate was
required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which
such Compliance Certificate is delivered. In addition, at all times while the Default Rate is in effect, the highest rate set forth
in each column of the Applicable Rate shall apply.


 


Notwithstanding anything to the contrary contained
in this definition, (a) the determination of the Applicable Rate for any period shall be subject to the provisions of Section
2.10(b) and (b) the initial Applicable Rate shall be set forth in Level 1 until the first Business Day immediately following
the date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the first full fiscal quarter to occur following
the Closing Date to the Administrative Agent. Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions
then existing or subsequently made or issued.


 


“Applicable Revolving
Percentage” means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage
in respect of the Revolving Facility at such time.


 


“Appropriate Lender”
means, at any time, (a) with respect to the Revolving Facility, a Lender that has a Commitment with respect to the Revolving
Facility or holds a Loan under the Revolving Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the
L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03, the Revolving Lenders and (c) with
respect to the Swingline Sublimit, (i) the Swingline Lender and (ii) if any Swingline Loans are outstanding pursuant
to Section 2.04(a), the Revolving Lenders.


 


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


 


“Arrangers”
means Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America
Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment
banking, commercial lending services or related businesses may be transferred following the date of this Agreement) in its capacity
as a joint lead arranger and sole bookrunner and U.S. Bank National Association in its capacity as a joint lead arranger.


 


“Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of
any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of
Exhibit B or any other form (including an electronic documentation form generated by use of an electronic platform)
approved by the Administrative Agent.


 


“Attributable
Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect
of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or
other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt
of such Person.


 




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“Audited Financial
Statements” means the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended
June 30, 2018, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such
fiscal year of the Borrower and its Subsidiaries, including the notes thereto.


 


“Authorization
to Share Insurance Information” means the authorization substantially in the form of Exhibit Q (or such other
form as required by each of the Loan Party’s insurance companies).


 


“Availability
Period” means the period from and including the Closing Date to the earliest of (i) the Maturity Date, (ii) the
date of termination of the Revolving Commitments pursuant to Section 2.06, and (iii) the date of termination of the Commitment
of each Revolving Lender to make Revolving Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant
to Section 8.02.


 


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


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“Bank of America”
means Bank of America, N.A. and its successors.


 


“Base Rate”
means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus
0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime
rate”, and (c) the Eurodollar Rate plus 1.00%, subject to the interest rate floors set forth therein; provided that
if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate”
is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above,
or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business
on the day specified in the public announcement of such change.


 


“Base Rate Loan”
means a Revolving Loan that bears interest based on the Base Rate.


 


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


 


“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise
for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.


 


“Borrower”
has the meaning specified in the introductory paragraph hereto.


 


“Borrower Materials”
has the meaning specified in Section 6.02.


 




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“Borrowing”
means a Revolving Borrowing or a Swingline Borrowing, as the context may require.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or
are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar
Rate Loan, means any such day that is also a London Banking Day.


 


“Capitalized Leases”
means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.


 


“Cash Collateralize”
means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or
Swingline Lender (as applicable) or the Lenders, as collateral for L/C Obligations, the Obligations in respect of Swingline Loans,
or obligations of the Revolving Lenders to fund participations in respect of either thereof (as the context may require), (a) cash
or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to
the Administrative Agent and the applicable L/C Issuer, and/or (c) if the Administrative Agent and the applicable L/C Issuer or
Swingline Lender shall agree, in their sole discretion, other credit support, in each case, in Dollars and pursuant to documentation
in form and substance satisfactory to the Administrative Agent and such L/C Issuer or Swingline Lender (as applicable). “Cash
Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral
and other credit support.


 


“Cash Equivalents”
means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear
of all Liens (other than Permitted Liens):


 


(a)          readily
marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality
thereof having maturities of not more than three hundred sixty days (360) days from the date of acquisition thereof; provided
that the full faith and credit of the United States is pledged in support thereof;


 


(b)          time
deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is
a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the
principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the
District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial
paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000,
in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof;


 


(c)          commercial
paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1”
(or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each
case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof; and


 


(d)          Investments,
classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs
registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating
obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character,
quality and maturity described in clauses (a), (b) and (c) of this definition.


 




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“Cash Management
Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services,
including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards),
funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox,
account reconciliation and reporting and trade finance services and other cash management services.


 


“Cash Management
Bank” means any Person in its capacity as a party to a Cash Management Agreement that, (a) at the time it enters into
a Cash Management Agreement with a Loan Party or any Subsidiary, is a Lender or an Affiliate of a Lender, or (b) at the time
it (or its Affiliate) becomes a Lender, is a party to a Cash Management Agreement with a Loan Party or any Subsidiary, in each
case in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s
Affiliate ceased to be a Lender); provided, however, that for any of the foregoing to be included as a “Secured
Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank
(other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation
Notice to the Administrative Agent prior to such date of determination.


 


“CFC”
means a Person that is a controlled foreign corporation under Section 957 of the Code.


 


“Change in Law”
means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to
the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


“Change of Control”
means an event or series of events by which:


 


(a)          any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its
capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have
“beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is
exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly,
of thirty-five percent (35%) or more of the Equity Interests of the Borrower entitled to vote for members of the board of directors
or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such “person”
or “group” has the right to acquire pursuant to any option right); or


 




    	 	6	 



     


    

 


(b)          during
any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing
body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on
the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that
board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body
was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at
least a majority of that board or equivalent governing body.


 


“Closing Date”
means the date hereof.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral”
means all of the “Collateral” referred to in the Collateral Documents and all of the other property that is
or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the
benefit of the Secured Parties.


 


“Collateral Documents”
means, collectively, the Security Agreement, each Joinder Agreement, each of collateral assignments, security agreements, pledge
agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 6.14, and each of the other agreements,
instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the
Secured Parties.


 


“Commitment”
means a Revolving Commitment.


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute.


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit C.


 


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


 


“Consolidated”
means, when used with reference to financial statements or financial statement items of the Borrower and its Subsidiaries or any
other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.


 


“Consolidated
EBIT” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the
Borrower and its Subsidiaries in accordance with GAAP, (a) Consolidated Net Income for the most recently completed Measurement
Period plus (b)  the following to the extent deducted in calculating such Consolidated Net Income (without duplication):
(i) Consolidated Interest Charges, (ii) the provision for federal, state, local and foreign income taxes payable, (iii)
non-cash amortization of share-based compensation, (iv) non-cash charges from goodwill impairments, (v)  non-recurring fees,
costs and expenses incurred in connection with Permitted Acquisitions and issuances of Equity Interests (either through private
or public placement) by the Borrower, (vi) Consolidated EBIT of any Subsidiary acquired in connection with a Permitted Acquisition
on a Pro Forma Basis, (vii) cash distributions received on account of Investments in unconsolidated joint ventures, (viii) the
amount of net cost savings and operating expense reductions, in each case, with respect to accounting, compensation expenses, occupancy
costs, rental expenses and other cost and expense items, provided that (A) such amounts are identifiable, quantifiable,
and factually supportable in the good faith judgment of the Borrower and the Administrative Agent, (B) such net cost savings and
operating expense reductions are directly attributable to a Permitted Acquisition and the benefits therefrom are anticipated by
the Borrower in good faith to be realized within 12 months of the event giving rise thereto (and shall be net of the amount of
actual benefits realized during such period) and (C) the aggregate addbacks pursuant to this clause (b)(viii) shall in no event
exceed fifteen percent (15%) of Consolidated EBIT for such period (as calculated prior to giving effect to such addbacks), and
(ix) non-recurring costs and expenses of the Borrower and its Subsidiaries.


 




    	 	7	 



     


    

 


“Consolidated
EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for
the Borrower and its Subsidiaries in accordance with GAAP, (a) Consolidated Net Income for the most recently completed Measurement
Period plus (b)  the following to the extent deducted in calculating such Consolidated Net Income (without duplication):
(i) Consolidated Interest Charges, (ii) the provision for federal, state, local and foreign income taxes payable, (iii) depreciation
and amortization expense, (iv) non-cash amortization of share-based compensation, (v) non-cash charges from goodwill impairments,
(vi) non-recurring fees, costs and expenses incurred in connection with Permitted Acquisitions and issuances of Equity Interests
(either through private or public placement) by the Borrower, (vii) Consolidated EBITDA of any Subsidiary acquired in connection
with a Permitted Acquisition on a Pro Forma Basis, (viii) cash distributions received on account of Investments in unconsolidated
joint ventures, (ix) the amount of net cost savings and operating expense reductions, in each case, with respect to accounting,
compensation expenses, occupancy costs, rental expenses and other cost and expense items, provided that (A) such amounts
are identifiable, quantifiable, and factually supportable in the good faith judgment of the Borrower and the Administrative Agent,
(B) such net cost savings and operating expense reductions are directly attributable to a Permitted Acquisition and the benefits
therefrom are anticipated by the Borrower in good faith to be realized within 12 months of the event giving rise thereto (and shall
be net of the amount of actual benefits realized during such period) and (C) the aggregate addbacks pursuant to this clause (b)(ix)
shall in no event exceed fifteen percent (15%) of Consolidated EBITDA for such period (as calculated prior to giving effect to
such addbacks), and (x) non-recurring costs and expenses of the Borrower and its Subsidiaries.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated
basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money
(including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b) all purchase money Indebtedness; (c) the maximum amount available to be drawn under issued and outstanding letters
of credit (including standby and commercial), bankers’ acceptances, bank guaranties, and similar instruments; (d) all
obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary
course of business); (e) all Attributable Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise
make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such
Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends; (g) without duplication, all Guarantees with respect to outstanding Indebtedness
of the types specified in clauses (a) through (f) above of Persons other than the Borrower or any Subsidiary; and (h) all
Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or
joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.


 




    	 	8	 



     


    

 


“Consolidated
Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount,
fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the
deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all interest
paid or payable with respect to discontinued operations and (c) the portion of rent expense under Capitalized Leases that
is treated as interest in accordance with GAAP, in each case, of or by the Borrower and its Subsidiaries on a Consolidated basis
for the most recently completed Measurement Period.


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBIT for the most
recently completed Measurement Period to (b) the cash portion of Consolidated Interest Charges for the most recently completed
Measurement Period.


 


“Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of
such date to (b) Consolidated EBITDA for the most recently completed Measurement Period.


 


“Consolidated
Net Income” means, at any date of determination, the net income (or loss) of the Borrower and its Subsidiaries on a Consolidated
basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude (a) extraordinary
gains and extraordinary losses for such Measurement Period, (b) the net income of any Subsidiary during such Measurement Period
to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted
by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during
such Measurement Period, except that the Borrower’s equity in any net loss of any such Subsidiary for such Measurement Period
shall be included in determining Consolidated Net Income, and (c) any income (or loss) for such Measurement Period of any
Person if such Person is not a Subsidiary, except that the Borrower’s equity in the net income of any such Person for such
Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such
Person during such Measurement Period to the Borrower or a Subsidiary as a dividend or other distribution (and in the case of a
dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Borrower
as described in clause (b) of this proviso).


 


“Consolidated
Total Assets” means, as of any date of determination, the total assets of the Borrower and its Subsidiaries, determined
on a Consolidated basis in accordance with GAAP, as set forth on the Consolidated balance sheet of the Borrower as of the last
day of the most recently ended four fiscal quarter period ending immediately prior to such date for which financial statements
of the Borrower have been delivered pursuant to Section 6.01(a) or (b). Consolidated Total Assets shall be determined on a Pro
Forma Basis.


 


“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking
to which such Person is a party or by which it or any of its property is bound.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled
by another Person if such other Person possesses, directly or indirectly, power to vote five percent (5%) or more of the securities
having ordinary voting power for the election of directors, managing general partners or the equivalent.


 




    	 	9	 



     


    

 


“Cost of Acquisition”
means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without
duplication): (a) the value of the Equity Interests of the Borrower or any Subsidiary to be transferred in connection with
such Acquisition, (b) the amount of any cash and fair market value of other property (excluding property described in clause
(a) and the unpaid principal amount of any debt instrument) given as consideration in connection with such Acquisition, (c) the
amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred,
assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (d) all additional purchase price
amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of the Borrower
and its Subsidiaries in accordance with GAAP in connection with such Acquisition, (e) all amounts paid in respect of covenants
not to compete and consulting agreements that should be recorded on the financial statements of the Borrower and its Subsidiaries
in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, and (f) the aggregate fair market
value of all other consideration given by the Borrower or any Subsidiary in connection with such Acquisition. For purposes of determining
the Cost of Acquisition for any transaction, the Equity Interests of the Borrower shall be valued in accordance with GAAP.


 


“Credit Extension”
means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws
of the United States or other applicable jurisdictions from time to time in effect.


 


“Default”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time,
or both, would be an Event of Default.


 


“Default Rate”
means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess
of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available,
a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus
two percent (2%), in each case, to the fullest extent permitted by applicable Law.


 




    	 	10	 



     


    

 


“Defaulting Lender”
means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within
two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified
in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swingline Lender or
any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of
Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative
Agent, the L/C Issuer or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder,
or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation
to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent
to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or
public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative
Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective
funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)
upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect
parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it
a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state
or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that
a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender
or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result
in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments
or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm
any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting
Lender under any one or more of clauses (a) through (d) above, and the effective date of such status, shall be conclusive and binding
absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established
therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative
Agent to the Borrower, the L/C Issuer, the Swingline Lender and each other Lender promptly following such determination.


 


“Designated Jurisdiction”
means any country or territory to the extent that such country or territory is the subject of any Sanction.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback
Transaction and a transfer of assets via a limited liability company division) of any property by any Loan Party or Subsidiary
(or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal,
with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding any
Involuntary Disposition.


 


“Dollar”
and “$” mean lawful money of the United States.


 


“Domestic Subsidiary”
means any Subsidiary that is organized under the laws of any political subdivision of the United States.


 


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


 


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


 


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


 




    	 	11	 



     


    

 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 11.06 (subject to such consents, if any, as may be
required under Section 11.06(b)(iii)).


 


“Environmental
Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any materials into the environment, including those related to hazardous
substances or wastes, air emissions and discharges to waste or public systems.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly
or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


“Environmental
Permit” means any permit, approval, identification number, license or other authorization required under any Environmental
Law.


 


“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person,
all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital
stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition
from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options,
rights or other interests are outstanding on any date of determination.


 


“Equity Issuance”
means, any issuance by any Loan Party or any Subsidiary to any Person of its Equity Interests, other than (a) any issuance
of its Equity Interests pursuant to the exercise of options or warrants, (b) any issuance of its Equity Interests pursuant
to the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity
securities, (c) any issuance of options or warrants relating to its Equity Interests, and (d) any issuance by the Borrower
of its Equity Interests as consideration for a Permitted Acquisition. The term “Equity Issuance” shall not be deemed
to include any Disposition.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section
414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).


 




    	 	12	 



     


    

 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment
of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings
to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan
is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the
Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate or (i) a failure by
the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension
Plan, whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer
Plan.


 


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


 


“Eurodollar Rate”
means:


 


(a)          for
any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”),
or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg
screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent
from time to time) (in such case, the “LIBOR Rate”) at or about 11:00 a.m., London time, two (2) Business Days
prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period; and


 


(b)          for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at or about
11:00 a.m., London time, two (2) Business Days prior to such date for Dollar deposits with a term of one (1) month commencing that
day;


 


provided that: (i) to the extent
a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied
in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively
feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the
Administrative Agent and (ii) if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this
Agreement.


 


“Eurodollar Rate
Loan” means a Revolving Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar
Rate.”


 


“Event of Default”
has the meaning specified in Section 8.01.


 


“Excluded Property”
means, with respect to any Loan Party, (a) any owned or leased real property, (b) unless requested by the Administrative
Agent or the Required Lenders, any Intellectual Property for which a perfected Lien thereon is not effected either by filing of
a UCC financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the
United States Patent and Trademark Office and (c) the Equity Interests of any Foreign Subsidiary of any Loan Party to the
extent not required to be pledged to secure the Secured Obligations pursuant to the Collateral Documents.


 




    	 	13	 



     


    

 


“Excluded Swap
Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of
the Guaranty of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof)
is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission
(or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute
an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section
10.11 and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees
of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such
Guarantor of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement
governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable
to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment
to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits
Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed
on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant
to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant
to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each
case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either
to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed
its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any
U.S. federal withholding Taxes imposed pursuant to FATCA.


 


“Existing Credit
Agreement” means that certain Credit Agreement, dated as of October 7, 2016 among the Borrower and Wells Fargo Bank,
National Association, as amended, restated, supplemented or otherwise modified from time to time.


 


“Facility Termination
Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated,
(b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit
have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the
Administrative Agent and the L/C Issuer shall have been made).


 


“FASB ASC”
means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreements entered into pursuant to Section 1471(b)(1) of the Code.


 




    	 	14	 



     


    

 


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


 


“Fee Letter”
means the letter agreement, dated August 23, 2018, between the Borrower, the Administrative Agent and Merrill Lynch, Pierce, Fenner
& Smith Incorporated in its capacity as an Arranger.


 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S.
Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident
for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be
deemed to constitute a single jurisdiction.


 


“Foreign Subsidiary”
means any Subsidiary that is not a Domestic Subsidiary.


 


“FRB”
means the Board of Governors of the Federal Reserve System of the United States.


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with respect to the L/C Issuer, such Defaulting
Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting
Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with
the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline
Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other
Revolving Lenders or Cash Collateralized in accordance with the terms hereof.


 


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


 


“Funding Indemnity
Letter” means a funding indemnity letter, substantially in the form of Exhibit N.


 


“GAAP”
means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements
of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the
accounting profession) including, without limitation, the FASB Accounting Standards Codification, that are applicable to the circumstances
as of the date of determination, consistently applied and subject to Section 1.03.


 




    	 	15	 



     


    

 


“Governmental
Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including,
without limitation, any supra-national bodies such as the European Union or the European Central Bank).


 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other obligation
payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly,
and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services
for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition
or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness
or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole
or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of the kind described in clauses (a) through
(g) of the definition thereof or other obligation of any other Person, whether or not such Indebtedness or other obligation is
assumed or expressly undertaken by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain
any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee”
as a verb has a corresponding meaning.


 


“Guaranteed Obligations”
has the meaning set forth in Section 10.01.


 


“Guarantors”
means, collectively, (a) the Subsidiaries of the Borrower as are or may from time to time become parties to this Agreement pursuant
to Section 6.13, and (b) with respect to Additional Secured Obligations owing by any Loan Party or any of its Subsidiaries and
any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 10.01 and 10.11) under the Guaranty,
the Borrower; provided, that Dryclean USA Development Corp. and Biz Brokers International, Inc. shall not be required to
be “Guarantors” hereunder for so long as they are dormant entities.


 


“Guaranty”
means, collectively, the Guarantee made by the Guarantors under Article X in favor of the Secured Parties, together with each other
guaranty delivered pursuant to Section 6.13.


 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants
or compounds of any nature in any form regulated pursuant to any Environmental Law.


 


“Hedge Bank”
means any Person in its capacity as a party to a Swap Contract that, (a) at the time it enters into a Swap Contract not prohibited
under Article VI or VII, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender,
is a party to a Swap Contract not prohibited under Article VI or VII, in each case, in its capacity as a party to such Swap Contract
(even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, in the case
of a Secured Hedge Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered
a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement and provided
further that for any of the foregoing to be included as a “Secured Hedge Agreement” on any date of determination by
the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative
Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.


 




    	 	16	 



     


    

 


 


“Honor Date”
has the meaning set forth in Section 2.03(c).


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:


 


(a)          all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)          the
maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments;


 


(c)          net
obligations of such Person under any Swap Contract;


 


(d)          all
obligations (including, without limitation, earnout obligations) of such Person to pay the deferred purchase price of property
or services (other than trade accounts payable in the ordinary course of business and not past due for more than sixty (60)
days after the date on which such trade account was created);


 


(e)          indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;


 


(f)          all
Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt
of such Person;


 


(g)          all
obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest
in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable
preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and


 


(h)          all
Guarantees of such Person in respect of any of the foregoing.


 


For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that
is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date
shall be deemed to be the Swap Termination Value thereof as of such date.


 


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


 




    	 	17	 



     


    

 


“Indemnitees”
has the meaning specified in Section 11.04(b).


 


“Information”
has the meaning specified in Section 11.07.


 


“Intellectual
Property” has the meaning set forth in the Security Agreement.


 


“Intercompany
Debt” has the meaning specified in Section 7.02.


 


“Interest Payment
Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and
the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three (3) months,
the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment
Dates; and (b) as to any Base Rate Loan or Swingline Loan, the last Business Day of each March, June, September and December
and the Maturity Date (with Swingline Loans being deemed made under the Revolving Facility for purposes of this definition).


 


“Interest Period”
means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to
or continued as a Eurodollar Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter (in each
case, subject to availability), as selected by the Borrower in its Loan Notice; provided that:


 


(a)          any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;


 


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


 


(c)          no
Interest Period shall extend beyond the Maturity Date.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership or joint
venture interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness of such other
Person), or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person
which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit
of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such Investment.


 


“Involuntary Disposition”
means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan
Party or any Subsidiary.


 


“IRS”
means the United States Internal Revenue Service.


 




    	 	18	 



     


    

 


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


 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of
Credit.


 


“Joinder Agreement”
means a joinder agreement substantially in the form of Exhibit D executed and delivered in accordance with the provisions
of Section 6.13.


 


“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all 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.


 


“L/C Advance”
means, with respect to each Revolving Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance
with its Applicable Revolving Percentage.


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when
made or refinanced as a Revolving Borrowing.


 


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


 


“L/C Issuer”
means (a) Bank of America in its capacity as issuer of Letters of Credit hereunder, or (b) any other Lender that agrees in writing
to be an L/C Issuer with the consent of the Borrower and the Administrative Agent and any successor to any of the foregoing. For
purposes of each Loan Document, references to “the L/C Issuer” in connection with or as applied to a particular Letter
of Credit shall be deemed to refer to the applicable L/C Issuer that issued or will issue such Letter of Credit; references to
“the L/C Issuer” in all other contexts shall, unless otherwise clearly indicated, be deemed to refer to all L/C Issuers.


 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts (including all L/C Borrowings). For purposes of computing the amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For
all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.


 


“Lender”
means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a
“Lender” in accordance with this Agreement and, their successors and assigns and, unless the context requires otherwise,
includes the Swingline Lender.


 


“Lending Office”
means, as to the Administrative Agent, the L/C Issuer or any Lender, the office or offices of such Person described as such in
such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the
Borrower and the Administrative Agent; which office may include any Affiliate of such Person or any domestic or foreign branch
of such Person or such Affiliate.


 




    	 	19	 



     


    

 


“Letter of Credit”
means any standby letter of credit issued hereunder.


 


“Letter of Credit
Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from
time to time in use by the L/C Issuer.


 


“Letter of Credit
Expiration Date” means the day that is seven (7) days prior to the Maturity Date (or, if such day is not a Business Day,
the next preceding Business Day).


 


“Letter of Credit
Fee” has the meaning specified in Section 2.03(h).


 


“Letter of Credit
Report” means a certificate in substantially the form of Exhibit K or any other form approved by the Administrative
Agent.


 


“Letter of Credit
Sublimit” means an amount equal to the lesser of (a) $10,000,000 and (b) the Revolving Facility. The Letter
of Credit Sublimit is part of, and not in addition to, the Revolving Facility.


 


“LIBOR”
has the meaning specified in the definition of Eurodollar Rate.


 


“LIBOR Successor
Rate” has the meaning specified in Section 3.03(c).


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge,
or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind
or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance
on title to real property and any financing lease having substantially the same economic effect as any of the foregoing).


 


“Loan”
means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan or a Swingline Loan.


 


“Loan Documents”
means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty, (d) the Collateral Documents, (e) the
Fee Letter, (f) each Issuer Document, (g) each Joinder Agreement, (h) any agreement creating or perfecting rights
in Cash Collateral pursuant to the provisions of Section 2.14 and (i)  all other certificates, agreements, documents
and instruments executed and delivered, in each case, by or on behalf of any Loan Party pursuant to the foregoing (but specifically
excluding any Secured Hedge Agreement or any Secured Cash Management Agreement); provided, however, that for purposes of Section
11.01, “Loan Documents” shall mean this Agreement, the Guaranty and the Collateral Documents.


 


“Loan Notice”
means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of
Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit E or such other
form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system
as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.


 


“Loan Parties”
means, collectively, the Borrower and each Guarantor.


 




    	 	20	 



     


    

 


“London Banking
Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar
market.


 


“Master Agreement”
has the meaning set forth in the definition of “Swap Contract.”


 


“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect on, the operations, business, assets,
properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Loan Parties and their respective
Subsidiaries, taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender
under any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is
a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party
of any Loan Document to which it is a party.


 


“Material Contract”
means, with respect to any Person, each contract or agreement (a) to which such Person is a party involving aggregate consideration
payable to or by such Person of $7,500,000 or more in any year or (b) otherwise material to the business, condition (financial
or otherwise), operations, performance, or properties of such Person or (c) any other contract, agreement, permit or license,
written or oral, of the Borrower and its Subsidiaries as to which the breach, nonperformance, cancellation or failure to renew
by any party thereto, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


“Maturity Date”
means November 2, 2023; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date
shall be the next preceding Business Day.


 


“Measurement Period”
means, at any date of determination, the most recently completed four (4) fiscal quarters of the Borrower or, if fewer than four
(4) consecutive fiscal quarters of the Borrower have been completed since the Closing Date, the fiscal quarters of the Borrower
that have been completed since the Closing Date.


 


“Minimum Collateral
Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided
to reduce or eliminate Fronting Exposure during any period when a Lender constitutes a Defaulting Lender, an amount equal to 105%
of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with
respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section
2.14(a)(i), (a)(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (c) otherwise,
an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower
or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been
obligated to make contributions.


 


“Multiple Employer
Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least
two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 




    	 	21	 



     


    

 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of
all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required
Lenders.


 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Note”
means a Revolving Note.


 


“Notice of Additional
L/C Issuer” means a certificate in substantially the form of Exhibit L or any other form approved by the Administrative
Agent.


 


“Notice of Loan
Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit
R or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic
transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.


 


“Obligations”
means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any
Loan Document or otherwise with respect to any Loan, or Letter of Credit and (b) all costs and expenses incurred in connection
with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter
arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate
thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless
of whether such interest, expenses and fees are allowed claims in such proceeding; provided that Obligations of a Guarantor
shall exclude any Excluded Swap Obligations with respect to such Guarantor.


 


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


 


“Organization
Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws
(or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and operating agreement or limited liability company
agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation
or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to
all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization
with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents
with respect to any non-U.S. jurisdiction).


 


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


 




    	 	22	 



     


    

 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 3.06).


 


“Outstanding Amount”
means (a) with respect to Revolving Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments Revolving Loans and Swingline Loans, as the case may be, occurring
on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after
giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations
as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.


 


“Participant”
has the meaning specified in Section 11.06(d).


 


“Participant Register”
has the meaning specified in Section 11.06(d).


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Act”
means the Pension Protection Act of 2006.


 


“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section
412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432
and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension Plan”
means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed
to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Code.


 


“Permitted Acquisition”
means an Acquisition by a Loan Party (the Person or division, line of business or other business unit of the Person to be acquired
in such Acquisition shall be referred to herein as the “Target”), in each case that is a type of business (or
assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to Section 7.07, in
each case so long as:


 


(a)          no
Default shall then exist or would exist after giving effect thereto;


 


(b)          the
Loan Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the Acquisition
on a Pro Forma Basis, the Loan Parties are in Pro Forma Compliance with each of the financial covenants set forth in
Section 7.11;


 


(c)          the
Administrative Agent, on behalf of the Secured Parties, shall have received (or shall receive in connection with the closing of
such Acquisition) a first priority perfected security interest in all property (including, without limitation, Equity Interests)
acquired with respect to the Target in accordance with the terms of Section 6.14 and the Target, if a Person, shall have executed
a Joinder Agreement in accordance with the terms of Section 6.13;


 




    	 	23	 



     


    

 


(d)          the
Administrative Agent and the Lenders shall have received not less than thirty (30) days prior to the consummation of any such Acquisition
(i) a description of the material terms of such Acquisition, (ii) if the aggregate Cost of Acquisition paid by the Loan
Parties and their Subsidiaries is in excess of $30,000,000 (each such Acquisition, a “Material Acquisition”),
(A) audited financial statements of the Target for its most recent fiscal year and reviewed financial statements for any fiscal
quarters ended within the fiscal year to date, (B) a quality of earnings report or (C) an independent verification of the Target’s
financial performance in form and substance reasonably satisfactory to the Administrative Agent, (iii) Consolidated projected
income statements of the Borrower and its Subsidiaries (giving effect to such Acquisition), and (iv) not less than five (5)
Business Days prior to the consummation of any Permitted Acquisition, a Permitted Acquisition Certificate, executed by a Responsible
Officer of the Borrower certifying that such Permitted Acquisition complies with the requirements of this Agreement;


 


(e)          if
the Cost of Acquisition paid by the Loan Parties and their Subsidiaries is in excess of $5,000,000, the Target shall have earnings
before interest, taxes, depreciation and amortization for the four (4) fiscal quarter period prior to the acquisition date in an
amount greater than $0; and


 


(f)          such
Acquisition shall not be a “hostile” Acquisition and shall have been approved by the board of directors (or equivalent)
and/or shareholders (or equivalent) of the applicable Loan Party and the Target.


 


“Permitted Acquisition
Certificate” means a certificate substantially the form of Exhibit F or any other form approved by the Administrative
Agent.


 


“Permitted Liens”
has the meaning set forth in Section 7.01.


 


“Permitted Transfers”
means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of property to the Borrower or any
Subsidiary; provided, that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan
Party; (c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (d) licenses,
sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and
its Subsidiaries; and (e) the sale or disposition of Cash Equivalents for fair market value.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute
on behalf of any of its employees.


 


“Platform”
has the meaning specified in Section 6.02.


 


“Pledged Equity”
has the meaning specified in the Security Agreement.


 


“Pro Forma Basis”
and “Pro Forma Effect” means, for any Disposition of all or substantially all of a division or a line of business
or for any Acquisition, whether actual or proposed, for purposes of determining compliance with the financial covenants set forth
in Section 7.11, each such transaction or proposed transaction shall be deemed to have occurred on and as of the first day
of the relevant Measurement Period, and the following pro forma adjustments shall be made:


 




    	 	24	 



     


    

 


(a)          in
the case of an actual or proposed Disposition, all income statement items (whether positive or negative) attributable to the line
of business or the Person subject to such Disposition shall be excluded from the results of the Borrower and its Subsidiaries for
such Measurement Period;


 


(b)          in
the case of an actual or proposed Acquisition, income statement items (whether positive or negative) attributable to the property,
line of business or the Person subject to such Acquisition shall be included in the results of the Borrower and its Subsidiaries
for such Measurement Period;


 


(c)          interest
accrued during the relevant Measurement Period on, and the principal of, any Indebtedness repaid or to be repaid or refinanced
in such transaction shall be excluded from the results of the Borrower and its Subsidiaries for such Measurement Period; and


 


(d)          any
Indebtedness actually or proposed to be incurred or assumed in such transaction shall be deemed to have been incurred as of the
first day of the applicable Measurement Period, and interest thereon shall be deemed to have accrued from such day on such Indebtedness
at the applicable rates provided therefor (and in the case of interest that does or would accrue at a formula or floating rate,
at the rate in effect at the time of determination) and shall be included in the results of the Borrower and its Subsidiaries for
such Measurement Period.


 


“Pro Forma Compliance”
means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma
Effect, based upon the results of operations for the most recently completed Measurement Period to (a) such transaction and
(b) all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on
or after the first day of the relevant Measurement Period.


 


“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from
time to time. 


 


“Public Lender”
has the meaning specified in Section 6.02.


 


“Qualified ECP
Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time
as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an
“eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Qualifying Control
Agreement” means an agreement, among a Loan Party, a depository institution or securities intermediary and the Administrative
Agent, which agreement is in form and substance acceptable to the Administrative Agent and which provides the Administrative Agent
with “control” (as such term is used in Article 9 of the UCC) over the deposit account(s) or securities account(s)
described therein.


 


“Recipient”
means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of
any obligation of any Loan Party hereunder.


 


“Register”
has the meaning specified in Section 11.06(c).


 




    	 	25	 



     


    

 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period
has been waived.


 


“Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or continuation of Revolving Loans, a Loan Notice,
(b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swingline Loan,
a Swingline Loan Notice.


 


“Required Lenders”
means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders;
provided that, when there are three (3) or fewer Lenders, approval from at least two (2) Lenders shall also be required.
The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided
that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to
fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline
Lender or L/C Issuer, as the case may be, in making such determination.


 


“Resignation Effective
Date” has the meaning set forth in Section 9.06.


 


“Responsible Officer”
means the chief executive officer, president, executive vice president, chief financial officer, treasurer, assistant treasurer
or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary
or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer
or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent
or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable
Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party
shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part
of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the
extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and to the extent
requested by the Administrative Agent, appropriate authorization documentation, in form and substance satisfactory to the Administrative
Agent.


 


“Restricted Payment”
means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of
Equity Interests of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of
any class of Equity Interests of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made
to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity
Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, and (d) any payment with respect to
any earnout obligation.


 


“Revolving Borrowing”
means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans, having
the same Interest Period made by each of the Revolving Lenders pursuant to Section 2.01(b).




    	 	26	 



     


    

 


“Revolving Commitment”
means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01(b),
(b) purchase participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01(b)
under the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
The Revolving Commitment of all of the Revolving Lenders on the Closing Date shall be $100,000,000.


 


“Revolving Exposure”
means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s
participation in L/C Obligations and Swingline Loans at such time.


 


“Revolving Facility”
means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time.


 


“Revolving Lender”
means, at any time, (a) so long as any Revolving Commitment is in effect, any Lender that has a Revolving Commitment at such
time or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation
in L/C Obligations or Swingline Loans at such time.


 


“Revolving Loan”
has the meaning specified in Section 2.01(b).


 


“Revolving Note”
means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Revolving Loans or Swingline Loans, as the
case may be, made by such Revolving Lender, substantially in the form of Exhibit G.


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.


 


“Sale and Leaseback
Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any
Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now
owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially
the same purpose or purposes as the property being sold or transferred.


 


“Sanction(s)”
means any sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations
Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.


 


“Scheduled Unavailability
Date” has the meaning specified in Section 3.03(c).


 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Secured Cash
Management Agreement” means any Cash Management Agreement between the any Loan Party and any of its Subsidiaries and
any Cash Management Bank.


 




    	 	27	 



     


    

 


“Secured Hedge
Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract not prohibited under Article
VI or VII between any Loan Party and any of its Subsidiaries and any Hedge Bank.


 


“Secured Obligations”
means all Obligations and all Additional Secured Obligations.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, the Indemnitees
and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.


 


“Secured Party
Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit
H.


 


“Securities Act”
means the Securities Act of 1933, including all amendments thereto and regulations promulgated thereunder.


 


“Security Agreement”
means the security and pledge agreement, dated as of the Closing Date, executed in favor of the Administrative Agent by each of
the Loan Parties.


 


“Solvency Certificate”
means a solvency certificate in substantially in the form of Exhibit I.


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the
fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of
such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required
to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities
as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction,
for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay
its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The
amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


“Specified Loan
Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange
Act (determined prior to giving effect to Section 10.11).


 


“Subordinated
Debt” means Indebtedness incurred by any Loan Party (a) which by it terms is subordinated in right of payment to the
prior payment in full of the Obligations and (b) the other terms and conditions of which are in all respects acceptable to the
Administrative Agent in its sole, reasonable discretion.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to
a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.


 




    	 	28	 



     


    

 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms
and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with
any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master
Agreement.


 


“Swap Obligations”
means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed
out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to
the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined
based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts
(which may include a Lender or any Affiliate of a Lender).


 


“Swingline Borrowing”
means a borrowing of a Swingline Loan pursuant to Section 2.04.


 


“Swingline Lender”
means Bank of America in its capacity as provider of Swingline Loans, or any successor swingline lender hereunder.


 


“Swingline Loan”
has the meaning specified in Section 2.04(a).


 


“Swingline Loan
Notice” means a notice of a Swingline Borrowing pursuant to Section 2.04(b), which shall be substantially in the
form of Exhibit J or such other form as approved by the Administrative Agent (including any form on an electronic platform
or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible
Officer of the Borrower.


 


“Swingline Sublimit”
means an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving Facility. The Swingline Sublimit is part
of, and not in addition to, the Revolving Facility.


 


“Synthetic Debt”
means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions
entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions
that function primarily as a borrowing) but are not otherwise included in the definition of “Indebtedness” or as a
liability on the Consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.


 




    	 	29	 



     


    

 


“Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax
retention lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in
each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor
Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).


 


“Target”
has the meaning set forth in the definition of “Permitted Acquisition.”


 


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


 


“Threshold Amount”
means $5,000,000.


 


“Total Credit
Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Exposure of such Lender at such time.


 


“Total Revolving
Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and L/C Obligations.


 


“Type”
means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.


 


“UCC”
means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection
or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from
time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection
or non-perfection or priority.


 


“UCP”
means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of
Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).


 


“United States”
and “U.S.” mean the United States of America.


 


“Unreimbursed
Amount” has the meaning specified in Section 2.03(c)(i).


 


“U.S. Loan Party”
means any Loan Party that is organized under the laws of one of the states of the United States and that is not a CFC.


 


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


 


“U.S. Tax Compliance
Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).


 


“Voting Stock”
means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though
the right to so vote has been suspended by the happening of such contingency.


 




    	 	30	 



     


    

 


“Write-Down and
Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


		1.02	Other Interpretive Provisions.



 


With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:


 


(a)          The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other document (including the Loan Documents and any Organization
Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended
and restated, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments,
supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall
be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,”
“hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed
to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan
Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections
of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference
to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing
or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation
as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.


 


(b)          In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;” and the word
“through” means “to and including.”


 


(c)          Section
headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Loan Document.





 




    	 	31	 



     


    

 


		1.03	Accounting Terms.



 


(a)          Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing,
for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein,
Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof,
and the effects of FASB ASC 825 on financial liabilities shall be disregarded.


 


(b)          Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and
the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light
of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower
shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted
for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding
any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such
changes, as provided for above.


 


(c)          Pro
Forma Treatment. Each Disposition of all or substantially all of a line of business, and each Acquisition, by the Borrower
and its Subsidiaries that is consummated during any Measurement Period shall, for purposes of determining compliance with the financial
covenants set forth in Section 7.11 and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first
day of such Measurement Period.


 


		1.04	Rounding.



 


Any financial ratios required
to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding
the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


		1.05	Times of Day.



 


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


 


		1.06	Letter of Credit Amounts.



 


Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect
at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer
Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter
of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether
or not such maximum stated amount is in effect at such time.


 




    	 	32	 



     


    

 


		1.07	UCC Terms.



 


Terms defined in the UCC
in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings
provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to
the UCC then in effect.


 


		1.08	Rates.



 


The Administrative Agent
does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration,
submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable
or successor rate thereto.


 


		1.09	Divisions.



 


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


 


ARTICLE II



COMMITMENTS AND CREDIT EXTENSIONS


 


		2.01	Loans.



 


(a)          [Reserved].


 


(b)          Revolving
Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each
such loan, a “Revolving Loan”) to the Borrower, in Dollars, from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving
Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings
shall not exceed the Revolving Facility, and (ii) the Revolving Exposure of any Lender shall not exceed such Revolving Lender’s
Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms
and conditions hereof, the Borrower may borrow Revolving Loans, prepay under Section 2.05, and reborrow under this Section 2.01(b).
Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, however, any Revolving
Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate
Loans unless the Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such
Revolving Borrowing.


 




    	 	33	 



     


    

 


		2.02	Borrowings, Conversions and Continuations of Loans.



 


(a)          Notice
of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate
Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (A) telephone
or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative
Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three
(3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of
any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.
Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion
to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice
and each telephonic notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type
to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation,
as the case may be (which shall be a Business Day), (C) the principal amount of Loans to be borrowed, converted or continued,
(D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration
of the Interest Period with respect thereto. If the Borrower fails to specify a Type
of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable
Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as
of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests
a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest
Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein,
a Swingline Loan may not be converted to a Eurodollar Rate Loan.


 


(b)          Advances.
Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its
Applicable Percentage under the Revolving Facility of the applicable Loans, and if no timely notice of a conversion or continuation
is provided by the Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion
to Base Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the amount of its
Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later
than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall
make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds,
in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower;
provided, however, that if, on the date a Loan Notice with respect to a Revolving Borrowing is given by the Borrower,
there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment
in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.


 


(c)          Eurodollar
Rate Loans. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day
of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted
to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that
any or all of the outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans.


 




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(d)          Interest
Rates. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall
be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. 


 


(e)          Interest
Periods. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and
all continuations of Revolving Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect in respect
of the Revolving Facility.


 


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


 


		2.03	Letters of Credit.



 


(a)          The
Letter of Credit Commitment.


 


(i)           Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving
Lenders set forth in this Section, (1) from time to time on any Business Day during the period from the Closing Date until
the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Domestic Subsidiaries
that are Loan Parties, and to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to
honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit
issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect
to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Revolving
Facility, (y) the Revolving Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, and (z)
the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for
the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension
so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and
subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving,
and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have
expired or that have been drawn upon and reimbursed.


 


(ii)          The
L/C Issuer shall not issue any Letter of Credit if:


 


(A)          the
expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance, unless the Required
Lenders have approved such expiry date; or


 




    	 	35	 



     


    

 


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


 


(iii)         The
L/C Issuer shall not be under any obligation to issue any Letter of Credit if:


 


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


 


(B)          the
issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;


 


(C)          except
as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than
$100,000;


 


(D)          the
Letter of Credit is to be denominated in a currency other than Dollars;


 


(E)          any
Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery
of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate
the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to
the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other
L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or


 


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


 


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


 


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


 




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


 


(b)          Procedures
for Issuance and Amendment of Letters of Credit.


 


(i)           Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with
a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of the Borrower and/or such Subsidiary, as required by the L/C Issuer. Such Letter of Credit Application may be sent by
fax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C
Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received
by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and
time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed
issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit,
such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance
date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof;
(D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of
any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder;
(G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require.
In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify
in form and detail satisfactory to the L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof
(which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may require.
Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining
to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative
Agent may require.


 


(ii)          Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not,
the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from
any Revolving Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of
issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall
not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter
of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may
be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance
of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s
Applicable Revolving Percentage times the amount of such Letter of Credit.


 




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(iii)          Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to
the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy
of such Letter of Credit or amendment.


 


(c)          Drawings
and Reimbursements; Funding of Participations.


 


(i)           Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall
notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer
under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the applicable L/C
Issuer directly in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such L/C Issuer by such
time, such L/C Issuer shall promptly notify the Administrative Agent, and upon receipt of such notice, the Administrative Agent
shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed
Amount”), and the amount of such Revolving Lender’s Applicable Revolving Percentage thereof. In such event, the
Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount
equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount
of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitments and the conditions set forth
in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant
to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such
an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.


 


(ii)          Each
Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may
apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in
an amount equal to its Applicable Revolving Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day
specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving
Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative
Agent shall remit the funds so received to the L/C Issuer.


 




    	 	38	 



     


    

 


(iii)         With
respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions
set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from
the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be
due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender’s
payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in
respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section.


 


(iv)         Until
each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for
any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Percentage of such
amount shall be solely for the account of the L/C Issuer.


 


(v)          Each
Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under
Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the L/C Issuer, the Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance
of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided,
however, that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject
to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C
Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment
made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.


 


(vi)         If
any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),
then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required
to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal
Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender
pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan
included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate
of the L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under
this Section 2.03(c)(vi) shall be conclusive absent manifest error.


 




    	 	39	 



     


    

 


(d)          Repayment
of Participations.


 


(i)          At
any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s
L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account
of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower
or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Applicable Revolving Percentage thereof in the same funds as those received by the Administrative
Agent.


 


(ii)          If
any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to
be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the
L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the L/C Issuer its
Applicable Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand
to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.
The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this
Agreement.


 


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


 


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


 


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


 


(iii)         any
draft, demand, endorsement, certificate or other document presented under or in connection with such Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of
Credit;


 


(iv)         waiver
by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or
any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;


 


(v)          honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;


 


(vi)         any
payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date
of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized
by the UCC, the ISP or the UCP, as applicable;


 




    	 	40	 



     


    

 


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


 


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


 


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


 


(f)          Role
of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall
not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required
by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the
Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.
The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any
Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s
pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None
of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee
of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.03(e); provided, however,
that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C
Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent
jurisdiction, were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure
to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and certificate(s) strictly
complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer
may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument
transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer
may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial
Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating
with a beneficiary.


 




    	 	41	 



     


    

 


(g)          Applicability
of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter
of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall
not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired
by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted
to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer
or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements,
or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services
Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses
such law or practice.


 


(h)          Letter
of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance,
subject to Section 2.15, with its Applicable Revolving Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for
each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. Letter
of Credit Fees shall be (1) due and payable on the first Business Day following each fiscal quarter end, commencing with the
first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand and (2) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter,
the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately
for each period during such quarter that such Applicable Rate was in effect.


 


(i)          Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its
own account a fronting fee with respect to each Letter of Credit, at the rate per annum of 0.125%, computed on the daily amount
available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on
or prior to the date that is ten (10) Business Days following each fiscal quarter end, commencing with the first such date to occur
after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of
computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary
issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to
letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand
and are nonrefundable.


 


(j)          Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control.


 


(k)          L/C
Issuer Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in
addition to its notification obligations set forth elsewhere in this Section, provide the Administrative Agent a Letter of Credit
Report, as set forth below:




    	 	42	 



     


    

 


 


(i)           reasonably
prior to the time that such L/C Issuer issues, amends, renews, increases or extends a Letter of Credit, the date of such issuance,
amendment, renewal, increase or extension and the stated amount of the applicable Letter of Credit after giving effect to such
issuance, amendment, renewal or extension (and whether the amount thereof shall have changed);


 


(ii)          on
each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment;


 


(iii)         on
any Business Day on which the Borrower fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed
to such L/C Issuer on such day, the date of such failure and the amount of such payment;


 


(iv)         on
any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit
issued by such L/C Issuer; and


 


(v)          for
so long as any Letter of Credit issued by such L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent
(A) on the last Business Day of each calendar month, (B) at all other times a Letter of Credit Report is required to be delivered
pursuant to this Agreement, and (C) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation
and/or disbursement, in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed
with the information for every outstanding Letter of Credit issued by such L/C Issuer.


 


(l)           Additional
L/C Issuers.  Any Lender hereunder may become an L/C Issuer upon (i) the consent of the Borrower and the Administrative
Agent and (ii) receipt by the Administrative Agent of a fully executed Notice of Additional L/C Issuer which shall be signed by
the Borrower, the Administrative Agent and each L/C Issuer.


 


(m)         Letters
of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of
any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder
for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit
for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial
benefits from the businesses of such Subsidiaries.


 




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		2.04	Swingline
                                         Loans.



 


(a)          The
Swingline. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the
other Lenders set forth in this Section, shall make loans to the Borrower (each such loan, a “Swingline Loan”).
Each such Swingline Loan shall be made, subject to the terms and conditions set forth herein, to the Borrower, in Dollars, from
time to time on any Business Day. During the Availability Period in an aggregate amount not to exceed at any time outstanding the
amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Revolving
Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed
the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any
Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Revolving Facility at such time, and (B) the
Revolving Exposure of any Revolving Lender at such time shall not exceed such Lender’s Revolving Commitment, (ii) the
Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan, and (iii) the Swingline
Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive
and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits,
and subject to the other terms and conditions hereof, the Borrower may borrow under this Section, prepay under Section 2.05, and
reborrow under this Section. Each Swingline Loan shall bear interest only at a rate based on the Base Rate plus the Applicable
Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of
such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swingline Loan.


 


(b)          Borrowing
Procedures.


 


Each Swingline
Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which
may be given by: (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately
by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such Swingline Loan Notice must
be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and
shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested date of the
Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline
Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received
such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing)
of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A) directing
the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first
sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied,
then, subject to the terms and conditions hereof, the Swingline Lender shall make the amount of its Swingline Loan available to
the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available
funds.





 




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(c)          Refinancing
of Swingline Loans.


 


(i)          The
Swingline Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes
the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such
Lender’s Applicable Revolving Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in
writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements
of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans,
but subject to the unutilized portion of the Revolving Facility and the conditions set forth in Section 4.02. The Swingline Lender
shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative
Agent. Each Revolving Lender shall make an amount equal to its Applicable Revolving Percentage of the amount specified in such
Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral
available with respect to the applicable Swingline Loan) for the account of the Swingline Lender at the Administrative Agent’s
Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving
Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative
Agent shall remit the funds so received to the Swingline Lender.


 


(ii)          If
for any reason any Swingline Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.04(c)(i), the
request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline
Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each Revolving Lender’s
payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall be deemed payment
in respect of such participation.


 


(iii)         If
any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i),
the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available
to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swingline
Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees
customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and
fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing
or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to
any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.


 


(iv)         Each
Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant
to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Borrower
or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided however, that each Revolving Lender’s
obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other
than delivery by the Borrower of a Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation
of the Borrower to repay Swingline Loans, together with interest as provided herein.


 




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(d)          Repayment
of Participations.


 


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


 


(ii)          If
any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned
by the Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered
into by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Applicable Revolving
Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount
is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request
of the Swingline Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement.


 


(e)          Interest
for Account of Swingline Lender. The Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline
Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section to refinance such Revolving
Lender’s Applicable Revolving Percentage of any Swingline Loan, interest in respect of such Applicable Revolving Percentage
shall be solely for the account of the Swingline Lender.


 


(f)          Payments
Directly to Swingline Lender. The Borrower shall make all payments of principal and interest in respect of the Swingline Loans
directly to the Swingline Lender.


 


		2.05	Prepayments.



 


(a)          Optional.


 


(i)           The
Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment,
at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section
3.05; provided that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative
Agent not later than 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2)
on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof
then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid
and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify
each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based
on such Lender’s Applicable Percentage in respect of the Revolving Facility). If such notice is given by the Borrower, the
Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified
therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together
with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, such prepayments shall be paid to the Lenders
in accordance with their respective Applicable Percentages in respect of the Revolving Facility.


 




    	 	46	 



     


    

 


(ii)          The
Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with
a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without
premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received
by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such
prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the
entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice
is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due
and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount
prepaid, together with any additional amounts required pursuant to Section 3.05.


 


(b)          Mandatory.


 


(i)           Revolving
Outstandings. If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the
Borrower shall immediately prepay Revolving Loans, Swingline Loans and L/C Borrowings (together with all accrued but unpaid interest
thereon) and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that
the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless, after
the prepayment of the Revolving Loans and Swingline Loans, the Total Revolving Outstandings exceed the Revolving Facility at such
time.


 


(ii)          Application
of Payments. Except as otherwise provided in Section 2.15, prepayments of the Revolving Facility made pursuant to this Section 2.05(b),
first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second, shall be applied to the outstanding
Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any
Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action
by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse
the L/C Issuer or the Revolving Lenders, as applicable.


 


Within the parameters of
the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans and then
to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject
to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid
through the date of prepayment.


 




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		2.06	Termination or Reduction of Commitments.



 


(a)          Optional.
The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the
Swingline Sublimit, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline
Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m.
five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate
amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or
reduce (A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving
Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding
Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swingline
Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans
would exceed the Letter of Credit Sublimit.


 


(b)          Application
of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or
reduction of the Letter of Credit Sublimit, Swingline Sublimit or the Revolving Commitment under this Section 2.06. Upon any reduction
of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable
Revolving Percentage of such reduction amount. All fees in respect of the Revolving Facility accrued until the effective date of
any termination of the Revolving Facility shall be paid on the effective date of such termination.


 


		2.07	Repayment of Loans.



 


(a)          Revolving
Loans. The Borrower shall repay to the Revolving Lenders on the Maturity Date the aggregate principal amount of all Revolving
Loans outstanding on such date.


 


(b)          Swingline
Loans. The Borrower shall repay each Swingline Loan on the earlier to occur of (i) the date ten (10) Business Days after
such Loan is made and (ii) the Maturity Date.


 


		2.08	Interest and Default Rate.



 


(a)          Interest.
Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under the Revolving Facility shall bear interest
on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal
to the Eurodollar Rate for such Interest Period plus the Applicable Rate for the Revolving Facility; (ii) each Base Rate Loan
under the Revolving Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date
at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Facility; and (iii) each Swingline Loan
shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to
the Base Rate plus the Applicable Rate for the Revolving Facility. To the extent that any calculation of interest or any fee required
to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be
deemed zero for purposes of this Agreement.


 




    	 	48	 



     


    

 


(b)          Default
Rate.


 


(i)           If
any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


(ii)          If
any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard
to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate
to the fullest extent permitted by applicable Laws.


 


(iii)         Upon
the request of the Required Lenders, while any Event of Default exists (and automatically upon the occurrence and during the continuance
of an Event of Default under Section 8.01(a)), all outstanding Obligations (including Letter of Credit Fees) may (and shall automatically
upon the occurrence and during the continuance of an Event of Default under Section 8.01(a)) accrue at a fluctuating interest rate
per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


(iv)         Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


(c)          Interest
Payments. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at
such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before
and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.


 


		2.09	Fees.



 


In addition to certain
fees described in subsections (h) and (i) of Section 2.03:


 


(a)          Commitment
Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable
Revolving Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Revolving Facility
exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations,
subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall
not be counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee. The commitment
fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions
in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September
and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period
for the Revolving Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in effect.


 




    	 	49	 



     


    

 


(b)          Other
Fees.


 


(i)           The
Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times specified in the Fee Letter.
Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


(ii)          The
Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times
so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.


 


		2.10	Computation of Interest and Fees; Retroactive Adjustments
of Applicable Rate.



 


(a)           Computation
of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to
the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All
other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year). Interest shall accrue on each
Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan
or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.


 


(b)          Financial
Statement Adjustments or Restatements. If, as a result of any restatement of or other adjustment to the financial statements
of the Borrower and its Subsidiaries or for any other reason, the Borrower, or the Lenders determine that (i) the Consolidated
Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the
Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively
be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be,
promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with
respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative
Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid
for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights
of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under any provision of this Agreement to payment
of any Obligations hereunder at the Default Rate or under Article VIII. The Borrower’s obligations under this paragraph
shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.


 




    	 	50	 



     


    

 


		2.11	Evidence of Debt.



 


(a)          Maintenance
of Accounts. The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by
such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative
Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the
Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event
of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent
in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through
the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each
Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and
payments with respect thereto.


 


(b)          Maintenance
of Records. In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent
shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations
in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative
Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error.


 


		2.12	Payments Generally; Administrative Agent’s Clawback.



 


(a)          General.
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made
to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s
Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative
Agent will promptly distribute to each Lender its Applicable Percentage in respect of the Revolving Facility (or other applicable
share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All
payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and
any applicable interest or fee shall continue to accrue. Unless otherwise specifically provided for in this Agreement, if any payment
to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business
Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.


 




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(b)         (i)             Funding by Lenders;
Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon
on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of
such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with
Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with
and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made
by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative
Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable
to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping
period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such
period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute
such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower
may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 


(ii)          Payments
by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder
that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer,
as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate
Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount
so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


A notice of the Administrative
Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest
error.


 


(c)          Failure
to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by
such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by
the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or
waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such
Lender) to such Lender, without interest.


 


(d)          Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Revolving Loans, to fund participations in Letters of
Credit and Swingline Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender
to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall
not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).


 




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(e)          Funding
Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place
or manner.


 


(f)          Pro
Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing (other than Swingline Borrowings) shall
be made from the Appropriate Lenders, each payment of fees under Section 2.09 and 2.03(h) and (i) shall be made for account of
the Appropriate Lenders, and each termination or reduction of the amount of the Commitments shall be applied to the respective
Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (ii) each Borrowing shall be
allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Revolving
Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of Loans);
(iii) each payment or prepayment of principal of Loans by the Borrower shall be made for account of the Appropriate Lenders
pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (iv) each payment of interest
on Loans by the Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the amounts of interest
on such Loans then due and payable to the respective Appropriate Lenders.


 


		2.13	Sharing of Payments by Lenders.



 


If any Lender shall, by
exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of the
Revolving Facility due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable
share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the
aggregate amount of the Obligations in respect of the Revolving Facility due and payable to all Lenders hereunder and under the
other Loan Documents at such time) of payments on account of the Obligations in respect of the Revolving Facility due and payable
to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations
in respect of the Revolving Facility owing (but not due and payable) to such Lender hereunder and under the other Loan Documents
at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but
not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Revolving
Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments
on account of the Obligations in respect of the Revolving Facility owing (but not due and payable) to all Lenders hereunder and
under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses (a) and (b)
above, the Lender receiving such greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase
(for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swingline Loans of the other
Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Revolving Facility then due and payable
to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:


 


(1)          if
any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without
interest; and


 




    	 	53	 



     


    

 


(2)          the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant
to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of
a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.14, or (z) any payment obtained
by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations
or Swingline Loans to any assignee or participant, other than an assignment to any Loan Party or any Affiliate thereof (as to which
the provisions of this Section shall apply).


 


Each Loan Party consents
to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.


 


		2.14	Cash Collateral.



 


(a)          Certain
Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit
and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for
any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 2.05 or
8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above)
or within one (1) Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer, provide
Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral
provided pursuant to clause (iv) above, after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting
Lender).


 


(b)          Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the
Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein,
and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the
obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines
that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein
provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly
upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient
to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be
maintained in one or more blocked, non-interest bearing deposit accounts at Bank of America. The Borrower shall pay on demand therefor
from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance
and disbursement of Cash Collateral.


 




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(c)          Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or
Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific
L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Revolving Lender that
is a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided,
prior to any other application of such property as may be provided for herein.


 


(d)          Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall
be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its assignee
following compliance with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer
that there exists excess Cash Collateral; provided, however, (A) any such release shall be without prejudice
to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the
Loan Documents and the other applicable provisions of the Loan Documents, and (B) the Person providing Cash Collateral and
the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure
or other obligations.


 


		2.15	Defaulting Lenders.



 


(a)          Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:


 


(i)          Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.


 


(ii)          Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the
Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined
by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer
or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such
Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of
Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as
required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent
and the Borrower, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize the L/C Issuer’s
future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement,
in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline
Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swingline
Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result
of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise
as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent
jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect
of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters
of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall
be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being
applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded
and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments
hereunder without giving effect to Section 2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting
Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section
2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 




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(iii)        Certain
Fees.


 


(A)          Fees.
No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender
is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have
been paid to that Defaulting Lender).


 


(B)          Letter
of Credit Fees. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that
Lender is a Defaulting Lender only to the extent allocable to its Applicable Revolving Percentage of the stated amount of Letters
of Credit for which it has provided Cash Collateral pursuant to Section 2.14.


 


(C)          Defaulting
Lender Fees. With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B)
above, the Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting
Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been reallocated
to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to the L/C Issuer and Swingline Lender, as applicable, the
amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swingline
Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.


 




    	 	56	 



     


    

 


(iv)        Reallocation
of Applicable Revolving Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation
in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective
Applicable Revolving Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent
that such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting
Lender’s Revolving Commitment. Subject to Section 11.20, no reallocation hereunder shall constitute a waiver or release of
any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including
any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)         Cash
Collateral, Repayment of Swingline Loans. If the reallocation described in clause (a)(v) above cannot, or can only partially,
be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (A) first,
prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (B) second, Cash Collateralize
the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.14.


 


(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent, Swingline Lender and the L/C Issuer agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash
Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders
or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded
participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their
Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender;
provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of
the Borrower while that Lender was a Defaulting Lender; and provided, further, that 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’s having been a Defaulting Lender.


 


		2.16	Increase in Revolving Facility.



 


(a)          Request
for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving
Lenders), the Borrower may from time to time, request an increase in the Revolving Facility by an amount (for all such requests)
not exceeding $40,000,000 (an “Incremental Facility”); provided that (i) any such request for an Incremental
Facility shall be in a minimum amount of $5,000,000, and (ii) the Borrower may make a maximum of three (3) such requests. At the
time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within
which each Revolving Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date
of delivery of such notice to the Revolving Lenders).


 


(b)          Lender
Elections to Increase. Each Revolving Lender shall notify the Administrative Agent within such time period whether or not it
agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable
Revolving Percentage of such requested increase. Any Revolving Lender not responding within such time period shall be deemed to
have declined to increase its Revolving Commitment.


 




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(c)          Notification
by Administrative Agent; Additional Revolving Lenders. The Administrative Agent shall notify the Borrower and each Revolving
Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase,
and subject to the approval of the Administrative Agent, the L/C Issuer and the Swingline Lender, the Borrower may also invite
additional Eligible Assignees to become Revolving Lenders pursuant to a joinder agreement (“New Revolving Lenders”)
in form and substance satisfactory to the Administrative Agent and its counsel.


 


(d)          Effective
Date and Allocations. If the Revolving Facility is increased in accordance with this Section, the Administrative Agent and
the Borrower shall determine the effective date (the “Revolving Increase Effective Date”) and the final allocation
of such increase. The Administrative Agent shall promptly notify the Borrower and the Revolving Lenders and the New Revolving Lenders
of the final allocation of such increase and the Revolving Increase Effective Date.


 


(e)          Conditions
to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent
a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed
by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving
or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such
increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct,
on and as of the Revolving Increase Effective Date, and except that for purposes of this Section, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant
to clauses (a) and (b), respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no
Default exists. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation,
legal opinions) as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall
prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant
to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving
Percentages arising from any nonratable increase in the Revolving Commitments under this Section.


 


(f)          Conflicting
Provisions. This Section shall supersede any provisions in Section 2.13 or 11.01 to the contrary.


 


(g)          Incremental
Facility. Except as otherwise specifically set forth herein, all of the other terms and conditions applicable to such Incremental
Facility shall be identical to the terms and conditions applicable to the Revolving Facility.


 


ARTICLE III



TAXES, YIELD PROTECTION AND ILLEGALITY


 


		3.01	Taxes.



 


(a)          Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 




    	 	58	 



     


    

 


(i)           Any
and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or
withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion
of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent
or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon
the basis of the information and documentation to be delivered pursuant to subsection (e) below.


 


(ii)          If
any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United
States federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold
or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation
it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or
deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or
deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary
so that after any required withholding or the making of all required deductions (including deductions applicable to additional
sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no
such withholding or deduction been made.


 


(iii)         If
any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any
Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or
make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant
to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely
pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the
extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party
shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions
applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it
would have received had no such withholding or deduction been made.


 


(b)          Payment
of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely
pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely
reimburse it for the payment of, any Other Taxes.


 




    	 	59	 



     


    

 


(c)          Tax
Indemnifications.


 


(i)          Each
of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof
within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed
or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be
withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer
(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall also, and does hereby, jointly and severally
indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any
amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant
to Section 3.01(c)(ii) below.


 


(ii)          Each
Lender and the L/C Issuer shall, and does hereby, severally indemnify and shall make payment in respect thereof within ten (10)
days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the
L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified
Taxes and without limiting the obligation of the Loan Parties to do so), (B) the Administrative Agent and the Loan Parties,
as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d)
relating to the maintenance of a Participant Register and (C) the Administrative Agent and the Loan Parties, as applicable,
against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative
Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any
time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount
due to the Administrative Agent under this clause (ii).


 


(d)          Evidence
of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, as provided in
this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of any return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(e)          Status
of Lenders; Tax Documentation.


 


(i)          Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably
requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether
or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary
in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set
forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment
such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender.


 




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(ii)          Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,


 


(A)          any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)          any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


(1)          in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an
exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other
income” article of such tax treaty;


 


(2)          executed
originals of IRS Form W-8ECI;


 


(3)          in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit M-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable);
or


 




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(4)          to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-2 or
Exhibit M-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the
portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit
M-4 on behalf of each such direct and indirect partner;


 


(C)          any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed copies (or originals, as required) of any other form prescribed by applicable Law as a basis for claiming exemption from
or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed
by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made;
and


 


(D)          if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed
by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(iii)         Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete
or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.


 




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(f)          Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer,
any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.
If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which
it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this
Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net
of all out-of-pocket expenses (including Taxes) incurred by such Recipient, as the case may be, and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon the
request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to
such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient
be required to pay any amount to such Loan Party pursuant to this subsection the payment of which would place the Recipient in
a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving
rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts
with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available
its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.


 


(g)          Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment,
satisfaction or discharge of all other Obligations.


 


		3.02	Illegality.



 


If any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending
Office to perform any of its obligations hereunder or to make, maintain or fund or charge interest with respect to any Credit Extension
or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions
on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice
thereof by such Lender to the Borrower through the Administrative Agent, (a) any obligation of such Lender to issue, make,
maintain, fund or charge interest with respect to any such Credit Extension or continue Eurodollar Rate Loans or to convert Base
Rate Loans to Eurodollar Rate Loans shall be suspended, and (b) if such notice asserts the illegality of such Lender making
or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base
Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by
the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies
the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt
of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or,
if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans
of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the
Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain
such Eurodollar Rate Loans and (ii) if such notice asserts the illegality of such Lender determining or charging interest
rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate
applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised
in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar
Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.


 




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		3.03	Inability to Determine Rates.



 


(a)          If in connection
with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (i)  the Administrative Agent determines
that (A)  Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount
and Interest Period of such Eurodollar Rate Loan, or (B) adequate and reasonable means do not exist for determining the Eurodollar
Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed
Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent
or the Required Lenders determine that for any reason Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent
will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar
Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event
of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization
of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon
the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate
Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base
Rate Loans in the amount specified therein.


 


(b)          Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative
Agent in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans,
in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent
revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent
or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately
and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office
to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine
or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority
of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.


 


(c)          Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination
shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case
of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:


 


(i)           adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation,
because the LIBOR Screen Rate (as defined below) is not available or published on a current basis and such circumstances are unlikely
to be temporary; or


 




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(ii)           the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made
a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or
used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”);
or


 


(iii)          syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed
or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,


 


then, reasonably promptly after such determination
by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and
the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments
to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar
U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR
Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such
amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have
posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders
have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment.


 


If no LIBOR Successor Rate has been determined
and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the
Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, (x) the obligation of the Lenders
to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest
Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate.  Upon receipt
of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate
Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted
such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.


 


Notwithstanding anything else herein, any definition
of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.


 


As used above:


 


“LIBOR Screen Rate”
means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially
available source providing such quotations as may be designated by the Administrative Agent from time to time).


 


“LIBOR Successor Rate Conforming
Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate,
Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as
may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and to
permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if
the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that
no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative
Agent determines in consultation with the Borrower).


 




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		3.04	Increased Costs; Reserves on Eurodollar Rate Loans.



 


(a)          Increased
Costs Generally. If any Change in Law shall:


 


(i)           impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated
by Section 3.04(e)) or the L/C Issuer;


 


(ii)          subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)          impose
on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or
Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining
any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount
of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount)
then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be,
such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs
incurred or reduction suffered.


 


(b)          Capital
Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or
any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or
liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s
capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement,
the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender,
or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s
or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect
to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional
amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company
for any such reduction suffered.


 


(c)          [Reserved]. 


 


(d)          Certificates
for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate
such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section
and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer,
as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 




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(e)          Reserves
on Eurodollar Rate Loans. The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves
with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs
of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be
conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement
of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding
of the Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five
decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in
good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest
is payable on such Loan, provided the Borrower shall have received at least ten (10) days’ prior notice (with a copy to the
Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice ten (10) days prior
to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.


 


(f)          Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand
such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date
that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that,
if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred
to above shall be extended to include the period of retroactive effect thereof).


 


		3.05	Compensation for Losses.



 


Upon demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)          any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


(b)          any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or


 


(c)          any
assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Borrower pursuant to Section 11.13;


 




    	 	67	 



     


    

 


including any loss of anticipated profits and
any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable
to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged
by such Lender in connection with the foregoing.


 


For purposes of calculating amounts payable
by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made
by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for
a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.


 


		3.06	Mitigation Obligations; Replacement of Lenders.



 


(a)          Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any
Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender
or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the
Borrower, such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for
funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant
to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be,
to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may
be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection
with any such designation or assignment.


 


(b)          Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes
or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in
each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the
Borrower may replace such Lender in accordance with Section 11.13.


 


		3.07	Survival.



 


All of the Borrower’s
obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder,
resignation of the Administrative Agent and the Facility Termination Date.


 




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ARTICLE IV



CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


		4.01	Conditions of Initial Credit Extension.



 


The obligation of the L/C
Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:


 


(a)          Execution
of Credit Agreement; Loan Documents. The Administrative Agent shall have received (i) counterparts of this Agreement,
executed by a Responsible Officer of each Loan Party and a duly authorized officer of each Lender, (ii) for the account of
each Lender requesting a Note, a Note executed by a Responsible Officer of the Borrower, (iii) counterparts of the Security
Agreement and each other Collateral Document, executed by a Responsible Officer of the applicable Loan Parties and a duly authorized
officer of each other Person party thereto, as applicable and (iv) counterparts of any other Loan Document, executed by a
Responsible Officer of the applicable Loan Party and a duly authorized officer of each other Person party thereto.


 


(b)          Officer’s
Certificate. The Administrative Agent shall have received an officer’s certificate dated the Closing Date, certifying
as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified
as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing,
existence or its equivalent of each Loan Party and of the incumbency (including specimen signatures) of the Responsible Officers
of each Loan Party.


 


(c)          Legal
Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative
Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent
and the Lenders, in form and substance acceptable to the Administrative Agent.


 


(d)          Financial
Statements. The Administrative Agent and the Lenders shall have received copies of (i) the financial statements referred to
in Section 5.05 and (ii) a forecasted Consolidated balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries
on an annual basis for the first year following the Closing Date, each in form and substance satisfactory to each of them.


 


(e)          Personal
Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative
Agent:


 


(i)           (A) searches
of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where
any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security
interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other
than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;


 


(ii)          searches
of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested
by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;


 




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(iii)         completed
UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion,
to perfect the Administrative Agent’s security interest in the Collateral;


 


(iv)         stock
or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank;
in each case to the extent such Pledged Equity is certificated;


 


(v)          [Reserved]


 


(vi)         to
the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents,
all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments
as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest
in the Collateral; and


 


(vii)        if
the aggregate receivables under contracts with federal Governmental Authorities are in excess of $10,000,000 as of the Closing
Date, such documentation as may be required by the Administrative Agent to comply with the Federal Assignment of Claims Act; and
the Loan Parties shall take such actions as may be required by the Administrative Agent to file such documentation with the appropriate
Governmental Authorities.


 


(f)           [Reserved].


 


(g)          Liability,
Casualty, Property, Terrorism and Business Interruption Insurance. The Administrative Agent shall have received copies of insurance
policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property,
terrorism and business interruption insurance meeting the requirements set forth herein or in the Collateral Documents or as required
by the Administrative Agent. The Loan Parties shall have delivered to the Administrative Agent an Authorization to Share Insurance
Information.


 


(h)          Solvency
Certificate. The Administrative Agent shall have received a Solvency Certificate signed by a Responsible Officer of the Borrower
as to the financial condition, solvency and related matters of the Borrower and its Subsidiaries, after giving effect to the initial
borrowings under the Loan Documents and the other transactions contemplated hereby.


 


(i)          Financial
Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible
Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of Exhibit P.


 


(j)          [Reserved].


 


(k)          Loan
Notice. The Administrative Agent shall have received a Loan Notice with respect to the Loans to be made on the Closing Date.


 




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(l)           Existing
Indebtedness of the Loan Parties. All of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries
(other than Indebtedness permitted to exist pursuant to Section 7.02), including, for the avoidance of doubt, under the Existing
Credit Agreement, shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing
Date.


 


(m)          [Reserved].


 


(n)          Consents.
The Administrative Agent shall have received evidence that all members, boards of directors, governmental, shareholder and material
third party consents and approvals necessary in connection with the entering into of this Agreement have been obtained.


 


(o)          Fees
and Expenses. The Administrative Agent, the Arrangers and the Lenders shall have received all fees and expenses, if any, owing
pursuant to the Fee Letter and Section 2.09, and, subject to the Fee Letter, all fees and expenses of Chapman and Cutler LLP
and any local counsel to the Administrative Agent.


 


(p)          [Reserved].


 


(q)          Due
Diligence. The Lenders shall have completed a due diligence investigation of the Borrower and its Subsidiaries in scope, and
with results, satisfactory to the Lenders.


 


(r)          Other
Documents. All other documents provided for herein or which the Administrative Agent or any other Lender may reasonably request
or require.


 


(s)          Additional
Information. Such additional information and materials which the Administrative Agent and/or any Lender shall reasonably request
or require.


 


(t)          KYC
Information.


 


(i)           Upon
the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Borrower shall have provided to
such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection
with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation,
the Act, in each case at least five (5) days prior to the Closing Date.


 


(ii)          At
least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, the Borrower shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation
to the Borrower.


 


Without limiting the generality of the provisions
of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section, each
Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless
the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection
thereto.


 




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		4.02	Conditions to all Credit Extensions.



 


The obligation of each
Lender and the L/C Issuer to honor any Request for Credit Extension is subject to the following conditions precedent:


 


(a)          Representations
and Warranties. The representations and warranties of the Borrower and each other Loan Party contained in Article II, Article
V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith,
shall be true and correct in all material respects (and that any representation or warranty which is subject to any materiality
qualifier shall be required to be true and correct in all respects) on and as of the date of such Credit Extension, and except
that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed
to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.


 


(b)          Default.
No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.


 


(c)          Request
for Credit Extension. The Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lender shall have received
a Request for Credit Extension in accordance with the requirements hereof.


 


Each Request for Credit Extension submitted
by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b)
have been satisfied on and as of the date of the applicable Credit Extension.


 


ARTICLE V



REPRESENTATIONS AND WARRANTIES


 


Each Loan Party represents
and warrants to the Administrative Agent and the Lenders, as of the date made or deemed made, that:


 


		5.01	Existence, Qualification and Power.



 


Each Loan Party and each
of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws
of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental
licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute,
deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed
and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties
or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c),
to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. The copy of the Organization
Documents of each Loan Party provided to the Administrative Agent pursuant to the terms of this Agreement is a true and correct
copy of each such document, each of which is valid and in full force and effect.


 




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		5.02	Authorization; No Contravention.



 


The execution, delivery
and performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized
by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such
Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any
Lien (except Liens created pursuant to the Loan Documents) under, or require any payment to be made under (i) any Contractual
Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries
or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or
its property is subject; or (c) violate any Law applicable to any Loan Party’s business, the violation of which could
have a Material Adverse Effect.


 


		5.03	Governmental Authorization; Other Consents.



 


No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or
required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this
Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral
Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority
nature thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the
remedies in respect of the Collateral pursuant to the Collateral Documents, other than (i) authorizations, approvals, actions,
notices and filings which have been duly obtained and (ii) filings to perfect the Liens created by the Collateral Documents.


 


		5.04	Binding Effect.



 


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
party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding
obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principals of equity.


 


		5.05	Financial Statements; No Material Adverse Effect.



 


(a)          Audited
Financial Statements. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects
the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows
and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes,
material commitments and Indebtedness.


 




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(b)          Quarterly
Financial Statements. The unaudited Consolidated balance sheet of the Borrower and its Subsidiaries dated March 31, 2018, and
the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended
on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower
and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholders’ equity
for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end
audit adjustments.


 


(c)          Material
Adverse Effect. Since the date of the balance sheet included in the Audited Financial Statements (and, in addition, after delivery
of the most recent annual audited financial statements in accordance with the terms hereof, since the date of such annual audited
financial statements), there has been no event or circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.


 


(d)          Forecasted
Financials. The Consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries
delivered pursuant to Section 4.01 or Section 6.01 were prepared in good faith on the basis of the assumptions stated therein,
which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at
the time of delivery, the Borrower’s best estimate of its future financial condition and performance.


 


		5.06	Litigation.



 


There are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, threatened or contemplated, at law, in equity,
in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties
or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document or any of the transactions
contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse
Effect.


 


		5.07	No Default.



 


Neither any Loan Party
nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that could, either
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing
or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.


 


		5.08	Ownership of Property.



 


Each Loan Party and each
of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary
or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


		5.09	Environmental Compliance.



 


(a)          The
Loan Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental
Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses,
operations and properties, and as a result thereof the Loan Parties have reasonably concluded that such Environmental Laws and
claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 




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(b)          Neither
any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially
responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release,
discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of
any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated,
handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any
of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party
or any of its Subsidiaries.


 


		5.10	Insurance.



 


The properties of the Borrower
and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such
amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and
owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates. The general liability,
casualty, property, terrorism and business interruption insurance coverage of the Loan Parties as in effect on the Closing Date,
and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is outlined as
to carrier, policy number, expiration date, type, amount and deductibles on Schedule 5.10 and such insurance coverage complies
with the requirements set forth in this Agreement and the other Loan Documents.


 


		5.11	Taxes.



 


Each Loan Party and its
Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal,
state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently
conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against
any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect, nor is there any tax sharing agreement applicable
to the Borrower or any Subsidiary. The filing and recording of any and all documents required to perfect the security interests
granted to the Administrative Agent (for the ratable benefit of the Secured Parties) will not result in any documentary, stamp
or other taxes.


 


		5.12	ERISA Compliance.



 


(a)          Each
Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state laws.
Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination
letter or is subject to a favorable opinion letter from the IRS to the effect that the form of such Plan is qualified under Section
401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section
501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge of the Loan
Parties, nothing has occurred that would prevent or cause the loss of such tax-qualified status.


 


(b)          There
are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be
expected to result in a Material Adverse Effect.


 




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(c)          (i) No
ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably
be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) as of the
most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the
Code) is 60% or higher and no Loan Party nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected
to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iii) no
Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are
no premium payments which have become due that are unpaid; (iv) neither the Borrower nor any ERISA Affiliate has engaged in
a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated
by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be
expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.


 


(d)          Neither
the Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability
under, any active or terminated Pension Plan other than (i) on the Closing Date, those listed on Schedule 5.12
hereto and (ii) thereafter, Pension Plans not otherwise prohibited by this Agreement.


 


(e)          The
Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets”
(within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to the Borrower’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement.


 


		5.13	Margin Regulations; Investment Company Act.



 


(a)          Margin
Regulations. The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business
of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose
of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter
of Credit, not more than twenty-five percent (25%) of the value of the assets (either of the Borrower only or of the Borrower and
its Subsidiaries on a Consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction
contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness
and within the scope of Section 8.01(e) will be margin stock.


 


(b)          Investment
Company Act. None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered
as an “investment company” under the Investment Company Act of 1940.


 




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		5.14	Disclosure.



 


(a)          The
Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions
to which it or any of its Subsidiaries or any other Loan Party is subject, and all other matters known to it, that, individually
or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate
or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or
any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder
or under any other Loan Document (in each case as modified or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with respect to projected financial information, each Loan Party
represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


(b)          The
information included in the Beneficial Ownership Certification most recently provided to each Lender, if applicable, is true and
correct in all respects.


 


		5.15	Compliance with Laws.



 


Each Loan Party and each
Subsidiary thereof is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable
to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree
is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


		5.16	Solvency.



 


Each Loan Party is, individually
and together with its Subsidiaries on a Consolidated basis, Solvent.


 


		5.17	Casualty, Etc.



 


Neither the businesses
nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout
or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether
or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.


 


		5.18	Sanctions Concerns and Anti-Corruption Laws.



 


(a)          Sanctions
Concerns. No Loan Party, nor any Subsidiary, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director,
officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by
any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially
Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar
list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction.


 


(b)          Anti-Corruption
Laws. The Loan Parties and their Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt
Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions, and have instituted
and maintained policies and procedures designed to promote and achieve compliance with such laws.


 




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		5.19	Responsible Officers.



 


Set forth on Schedule 1.01(c)
are Responsible Officers, holding the offices indicated next to their respective names, as of the Closing Date and as of the last
date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14 and such Responsible Officers
are the duly elected and qualified officers of such Loan Party and are duly authorized to execute and deliver, on behalf of the
respective Loan Party, this Agreement, the Notes and the other Loan Documents.


 


		5.20	Subsidiaries; Equity Interests; Loan Parties.



 


(a)          Subsidiaries,
Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which
is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in
accordance with Sections 6.02, 6.13 and 6.14: (i) a complete and accurate list of all Subsidiaries, joint ventures and
partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was
required to be updated in accordance with Sections 6.02, 6.13 and 6.14, (ii) the number of shares of each class of Equity
Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests
owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting,
preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are
owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements
or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature
relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan
Documents.


 


(b)          Loan
Parties. Set forth on Schedule 5.20(b) is a complete and accurate list of all Loan Parties, showing as of the Closing
Date, or as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, (as
to each Loan Party) (i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months prior
to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization,
(v) the jurisdictions in which such Loan Party is qualified to do business, (vi) the address of its chief executive office,
(vii) the address of its principal place of business, (viii) its U.S. federal taxpayer identification number or, in the
case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued
to it by the jurisdiction of its incorporation or organization, (ix) the organization identification number, (x) ownership
information (e.g. publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and (xi) the
industry or nature of business of such Loan Party.


 


		5.21	Collateral Representations.



 


(a)          Collateral
Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the
benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title
and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing
Date and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect
such Liens.


 




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(b)          Intellectual
Property. Set forth on Schedule 5.21(b), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a list of all material registered or issued Intellectual
Property (including all applications for registration and issuance) owned by each of the Loan Parties or that each of the Loan
Parties has the right to (including the name/title, current owner, registration or application number, and registration or application
date and such other information as reasonably requested by the Administrative Agent).


 


(c)          Documents,
Instrument, and Tangible Chattel Paper. Set forth on Schedule 5.21(c), as of the Closing Date and as of the last
date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a description of all Documents,
Instruments, and Tangible Chattel Paper of the Loan Parties with a value in excess of $1,000,000 (including the Loan Party owning
such Document, Instrument and Tangible Chattel Paper and such other information as reasonably requested by the Administrative Agent).


 


(d)          Deposit
Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, and Securities Accounts.


 


(i)          Set
forth on Schedule 5.21(d)(i), as of the Closing Date and as of the last date such Schedule was required to be updated
in accordance with Sections 6.02 and 6.14, is a description of all Deposit Accounts and Securities Accounts of the Loan Parties,
including the name of (A) the applicable Loan Party, (B) in the case of a Deposit Account, the depository institution
and average amount held in such Deposit Account and whether such account is a zero balance account or a payroll account, and (C) in
the case of a Securities Account, the Securities Intermediary or issuer and the average aggregate market value held in such Securities
Account, as applicable.


 


(ii)          Set
forth on Schedule 5.21(d)(ii), as of the Closing Date and as of the last date such Schedule was required to be updated
in accordance with Sections 6.02, 6.13 and 6.14, is a description of all Electronic Chattel Paper (as defined in the UCC)
and Letter-of-Credit Rights (as defined in the UCC) of the Loan Parties, including the name of (A) the applicable Loan Party,
(B) in the case of Electronic Chattel Paper (as defined in the UCC), the account debtor and (C) in the case of Letter-of-Credit
Rights (as defined in the UCC), the issuer or nominated person, as applicable.


 


(e)          Commercial
Tort Claims. Set forth on Schedule 5.21(e), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a description of all Commercial Tort Claims of the Loan
Parties (detailing such Commercial Tort Claim in such detail as reasonably requested by the Administrative Agent).


 


(f)          Pledged
Equity Interests. Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule was
required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a list of (i) all Pledged Equity and (ii) all
other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each case, detailing
the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each
class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests
and the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.)).


 




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(g)          Properties.
Set forth on Schedule 5.21(g), as of the Closing Date and as of the last date such Schedule was required to be updated
in accordance with Sections 6.02, 6.13 and 6.14, is a list of (A) each headquarter location of the Loan Parties, (B) each
other location where any significant administrative or governmental functions are performed, (C) each other location where
the Loan Parties maintain any books or records (electronic or otherwise) and (D) each location where any personal property
Collateral is located at any premises owned or leased by a Loan Party with a Collateral value in excess of $1,000,000 (in each
case, including (1) an indication if such location is leased or owned, (2), if leased, the name of the lessor, and if owned, the
name of the Loan Party owning such property, (3) the address of such property (including, the city, county, state and zip code)
and (4) to the extent owned, the approximate fair market value of such property).


 


(h)          Material
Contracts. Set forth on Schedule 5.21(h), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a complete and accurate list of all Material Contracts of
the Borrower and its Subsidiaries.


 


		5.22	EEA Financial Institutions.



 


No Loan Party is an EEA
Financial Institution.


 


		5.23	Intellectual Property; Licenses, Etc.



 


Each Loan Party and each
of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent
rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective
businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising
device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan
Party or any of its Subsidiaries infringes upon any rights held by any other Person. No claim or litigation regarding any of the
foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.


 


		5.24	Labor Matters.



 


There are no collective
bargaining agreements or Multiemployer Plans covering the employees of the Borrower or any of its Subsidiaries as of the Closing
Date and neither the Borrower nor any Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty
within the last five (5) years preceding the Closing Date.


 


ARTICLE VI



AFFIRMATIVE COVENANTS


 


Each of the Loan Parties
hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, such Loan Party shall,
and shall cause each of its Subsidiaries to:


 


		6.01	Financial Statements.



 


Deliver to the Administrative
Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:


 




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(a)          Audited
Financial Statements. As soon as available, but in any event within ninety (90) days after the end of each fiscal year of the
Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension
permitted by the SEC)) (commencing with the fiscal year ended June 30, 2019), a Consolidated balance sheet of the Borrower and
its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in
shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for
the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by (i) a report
and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative
Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject
to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such
audit, and (ii) if prepared, such accountants’ letter to management.


 


(b)          Quarterly
Financial Statements. As soon as available, but in any event within forty-five (45) days after the end of each of the first
three (3) fiscal quarters of each fiscal year of the Borrower (or, if earlier, five (5) days after the date required to be filed
with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal quarter ended September
30, 2018), a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related
Consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and
for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for
the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in
reasonable detail and prepared in accordance with GAAP and including management discussion and analysis of operating results inclusive
of operating metrics in comparative form, certified by the chief executive officer, chief financial officer, treasurer or controller
who is a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’
equity and cash flows of the Borrower and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of
footnotes.


 


(c)          Business
Plan and Budget. As soon as available, but in any event within one hundred twenty (120) days after the end of each fiscal year
of the Borrower, an annual business plan and budget of the Borrower and its Subsidiaries on a Consolidated basis, including forecasts
prepared by management of the Borrower, in form satisfactory to the Administrative Agent and the Required Lenders, of Consolidated
balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on an annual basis for
the immediately following fiscal year.


 


As to any information contained in materials
furnished pursuant to Section 6.02(g), the Borrower shall not be separately required to furnish such information under Section
6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information
and materials described in Sections 6.01(a) and (b) above at the times specified therein.


 


		6.02	Certificates; Other Information.



 


Deliver to the Administrative
Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:


 


(a)          Reserved.


 




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(b)          Compliance
Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) a duly completed
Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible
Officer of the Borrower. Unless the Administrative Agent or a Lender requests executed originals, delivery of the Compliance Certificate
may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof
for all purposes.


 


(c)          Updated
Schedules. Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(b), the following updated
Schedules to this Agreement (which may be attached to the Compliance Certificate) to the extent required to make the representation
related to such Schedule true and correct as of the date of such Compliance Certificate: Schedules 1.01(c), 5.10,
5.20(a), 5.20(b), 5.21(b), 5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e), 5.21(f),
5.21(g) and 5.21(h).


 


(d)          Calculations.
Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(b) required to be delivered with the financial
statements referred to in Section 6.01(a), a certificate (which may be included in such Compliance Certificate) including the amount
of all Restricted Payments, Investments (including Permitted Acquisitions), Dispositions and Equity Issuances that were made during
the prior fiscal year.


 


(e)          Changes
in Entity Structure. Within ten (10) days prior to any merger, consolidation, dissolution, division or other change in entity
structure of any Loan Party or any of its Subsidiaries permitted pursuant to the terms hereof, provide notice of such change in
entity structure to the Administrative Agent, along with such other information as reasonably requested by the Administrative Agent.
Provide notice to the Administrative Agent, not less than ten (10) days prior (or such extended period of time as agreed to by
the Administrative Agent) of any change in any Loan Party’s legal name, state of organization, or organizational existence.


 


(f)          Audit
Reports; Management Letters; Recommendations. Promptly after any request by the Administrative Agent or any Lender, copies
of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee
of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party
or any of its Subsidiaries, or any audit of any of them.


 


(g)          Annual
Reports; Etc. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report
or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and
registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative
Agent pursuant hereto;.


 


(h)          Debt
Securities Statements and Reports. Promptly after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit
or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of
this Section.


 




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(i)           SEC
Notices. Promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary
thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction)
concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational
results of any Loan Party or any Subsidiary thereof.


 


(j)           Notices.
Not later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all material
notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to
any instrument, indenture, loan or credit or similar agreement and, from time to time upon request by the Administrative Agent,
such information and reports regarding such instruments, indentures and loan and credit and similar agreements as the Administrative
Agent may reasonably request.


 


(k)          Environmental
Notice. Promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance
by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected
to have a Material Adverse Effect.


 


(l)           Additional
Information. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan
Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender
may from time to time reasonably request.


 


(m)         KYC
Information. Promptly following any request therefor, information and documentation reasonably requested by the Administrative
Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules
and regulations, including, without limitation, the Act and the Beneficial Ownership Regulation.


 


Documents required to be delivered pursuant
to Section 6.01(a) or (b) or Section 6.02(g) (to the extent any such documents are included in materials otherwise filed with the
SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which
the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address
listed on Schedule 1.01(a); or (b) on which such documents are posted on the Borrower’s behalf on an Internet
or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website
or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such
documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written
request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify
the Administrative Agent and each Lender (by fax transmission or e-mail transmission) of the posting of any such documents and
provide to the Administrative Agent by e-mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent
shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 




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The Borrower hereby acknowledges that (A) the
Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C
Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the
“Platform”) and (B) certain of the Lenders (each, a “Public Lender”) may have personnel
who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities
of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’
securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower
Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the
first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized
the Administrative Agent, any Affiliate thereof, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials
as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower
or its securities for purposes of United States federal and state securities laws (provided, however, that to the
extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (3) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public
Side Information;” and (4) the Administrative Agent and any Affiliate thereof and the Arranger shall be entitled to
treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform
not designated “Public Side Information.”


 


		6.03	Notices.



 


Promptly, but in any event
within two (2) Business Days, notify the Administrative Agent and each Lender:


 


(a)          of
the occurrence of any Default;


 


(b)          of
any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach
or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute,
litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including
pursuant to any applicable Environmental Laws;


 


(c)          of
the occurrence of any ERISA Event;


 


(d)          of
any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial
owners identified in parts (c) or (d) of such certification; and


 


(e)          of
any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, including
any determination by the Borrower referred to in Section 2.10(b).


 


Each notice pursuant to
this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and to the extent applicable, stating what action the Borrower has taken and proposes to take with respect
thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and
any other Loan Document that have been breached.


 




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		6.04	Payment of Obligations.



 


Pay and discharge as the
same shall become due and payable, all its material obligations and liabilities, including (a) all tax liabilities, assessments
and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate
proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary;
(b) all lawful claims which, if unpaid, would by law become a Lien upon its property in excess of $1,000,000 unless such claims
are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP
are being maintained by the Borrower or such Subsidiary; and (c) all material Indebtedness, as and when due and payable, but
subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.


 


		6.05	Preservation of Existence, Etc.



 


(a)          Preserve,
renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization
except in a transaction permitted by Section 7.04 or 7.05 and except, with respect to good standing (other than with respect to
the Borrower), if a failure to do so could not reasonably be expected to have a Material Adverse Effect;


 


(b)          take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal
conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse
Effect; and


 


(c)          preserve
or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably
be expected to have a Material Adverse Effect.


 


		6.06	Maintenance of Properties.



 


(a)          Maintain,
preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order
and condition, ordinary wear and tear excepted;


 


(b)          make
all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected
to have a Material Adverse Effect; and


 


(c)          use
the standard of care typical in the industry in the operation and maintenance of its facilities.


 


		6.07	Maintenance of Insurance.



 


(a)          Maintenance
of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with
respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the
same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other
Persons, including, without limitation,  terrorism insurance.


 




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(b)          Evidence
of Insurance. Cause the Administrative Agent to be named as lenders’ loss payable, loss payee or mortgagee, as its interest
may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of
any Collateral, and cause, unless otherwise agreed to by the Administrative Agent, each provider of any such insurance to agree,
by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent that
it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered
or cancelled (or ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums). Annually, upon expiration
of current insurance coverage, the Loan Parties shall provide, or cause to be provided, to the Administrative Agent, such evidence
of insurance as required by the Administrative Agent, including, but not limited to: (i) certified copies of such insurance
policies, (ii) evidence of such insurance policies (including, without limitation and as applicable, ACORD Form 28 certificates
(or similar form of insurance certificate), and ACORD Form 25 certificates (or similar form of insurance certificate)), (iii) declaration
pages for each insurance policy and (iv) lender’s loss payable endorsement if the Administrative Agent for the benefit
of the Secured Parties is not on the declarations page for such policy. As requested by the Administrative Agent, the Loan Parties
agree to deliver to the Administrative Agent an Authorization to Share Insurance Information. Notwithstanding the foregoing, the
Borrower shall have a period of 30 days following the Closing Date (or such longer period as may be agreed to by the Administrative
Agent in its reasonable discretion) to deliver the policy endorsements required hereunder.


 


		6.08	Compliance with Laws.



 


Comply with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances
in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material
Adverse Effect.


 


		6.09	Books and Records.



 


(a)          Maintain
proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall
be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as the
case may be; and


 


(b)          maintain
such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory
jurisdiction over such Loan Party or such Subsidiary, as the case may be.


 


		6.10	Inspection Rights.



 


Permit representatives
and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial
and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its
directors, officers, and independent public accountants not more than once each fiscal year, all at the expense of the Administrative
Agent and at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided,
however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours
and without advance notice.




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		6.11	Use of Proceeds.



 


Use the proceeds of the
Credit Extensions to finance Permitted Acquisitions, for capital expenditures, to payoff the Indebtedness under the Existing Credit
Agreement (with respect to the initial Credit Extension to be made on the Closing Date), to make Restricted Payments permitted
under Section 7.06 and for working capital and other general corporate purposes, in each case, not in contravention of any Law
or of any Loan Document.


 


		6.12	Material Contracts.



 


Perform and observe all
the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full
force and effect, enforce each such Material Contract in accordance with its terms.


 


		6.13	Covenant to Guarantee Obligations.



 


The Loan Parties will cause
each of their Subsidiaries (other than any CFC) whether newly formed, created pursuant to a limited liability company division,
after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed
or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor
hereunder by way of execution of a Joinder Agreement; provided, however, no Foreign Subsidiary shall be required
to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower. In connection
therewith, the Loan Parties shall give notice to the Administrative Agent not less than ten (10) days prior to creating (including,
without limitation, pursuant to a limited liability company division) a Subsidiary (or such shorter period of time as agreed to
by the Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection
with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent
applicable, substantially the same documentation required pursuant to Sections 4.01(b) – (e) and 6.14 and such other
documents or agreements as the Administrative Agent may reasonably request, including without limitation, updated Schedules 1.01(c),
5.10, 5.12, 5.20(a), 5.20(b), 5.21(b), 5.21(c), 5.21(d)(i), 5.21(d)(ii),
5.21(e), 5.21(f), 5.21(g) and 5.21(h).


 


		6.14	Covenant to Give Security.



 


Except with respect to
Excluded Property:


 


(a)          Equity
Interests and Personal Property. Each Loan Party will cause the Pledged Equity and all of its tangible and intangible personal
property now owned or hereafter acquired by it to be subject at all times to a first priority, perfected Lien (subject to Permitted
Liens to the extent permitted by the Loan Documents) in favor of the Administrative Agent for the benefit of the Secured Parties
to secure the Secured Obligations pursuant to the terms and conditions of the Collateral Documents. Each Loan Party shall provide
opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests
therein, all in form and substance reasonably satisfactory to the Administrative Agent.


 


(b)          [Reserved].


 




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(c)          Landlord
Waivers. Within 30 days of the Closing Date with respect to the locations listed on Schedule 5.21(g), and within 30
days of any other leased location becoming subject to clause (i) or (ii) below (or in each case, such longer period as may be agreed
to by the Administrative Agent in its reasonable discretion), in the case
of (i) each headquarter location of the Loan Parties, each other location where any significant administrative or governmental
functions are performed and each other location where the Loan Parties maintain any books or records (electronic or otherwise)
and (ii) any personal property Collateral located at any other premises leased by a Loan Party containing personal property Collateral
with a value in excess of $1,000,000, the Loan Parties will provide the Administrative Agent with such estoppel letters, consents
and waivers from the landlords on such real property to the extent (A) requested by the Administrative Agent and (B) with respect
to clause (ii) only, the Loan Parties are able to secure such letters, consents and waivers after using commercially reasonable
efforts (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent).


 


(d)          
Account Control Agreements. Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts
(including securities accounts) at any bank or other financial institution, or any other account where money or securities are
or may be deposited or maintained with any Person, other than (a) deposit accounts that are maintained at all times with Bank
of America, (b) securities accounts that are maintained at all times with financial institutions as to which the Administrative
Agent shall have received a Qualifying Control Agreement, (c) deposit accounts established solely as payroll and other zero
balance accounts and such accounts are held at Bank of America and (d) other deposit accounts, so long as at any time the
balance in any such account does not exceed $250,000 and the aggregate balance in all such accounts does not exceed $1,000,000.
Notwithstanding the foregoing, the Loan Parties and their Subsidiaries may maintain their deposit accounts in existence on the
Closing Date with their existing depository institutions; provided that (i) (A) within sixty (60) days after the Closing
Date (as such period may be extended by the Administrative Agent in its sole discretion) the Administrative Agent shall have received
a Qualifying Control Agreement with respect to such deposit accounts (other than such deposit accounts of the type described in
the foregoing clauses (c) or (d)) and (B) within eighteen (18) months after the Closing Date (as such period may be extended by
the Administrative Agent in its sole discretion) the Loan Parties and their Subsidiaries shall have established Bank of America
as their principal depository bank pursuant to the terms of the treasury management proposal agreed to among the Borrower and Bank
of America (as may be amended or extended), including for the maintenance of business, cash management, operating and administrative
deposit accounts, and (ii) any Subsidiary of the Borrower that is acquired (or other permitted acquisition of assets that include
deposit accounts) after the Closing Date pursuant to a Permitted Acquisition and that is required to become a Loan Party (or Collateral)
pursuant to the terms of the Loan Documents shall, within twelve (12) months after the closing of such Permitted Acquisition (as
such period may be extended by the Administrative Agent in its sole discretion), cause its/such deposit accounts to be transferred
to Bank of America and otherwise be in compliance with the requirements of this Section 6.14(d).


 


(e)          Updated
Schedules. Concurrently with the delivery of any Collateral pursuant to the terms of this Section, the Borrower shall provide
the Administrative Agent with the applicable updated Schedule(s): 5.20(a), 5.21(b), 5.21(c), 5.21(d)(i),
5.21(d)(ii), 5.21(e), 5.21(f), 5.21(g) and 5.21(h).


 




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(f)          Further
Assurances. At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments
and documents and take all such other action as the Administrative Agent may deem necessary or reasonably desirable to maintain
in favor of the Administrative Agent, for the benefit of the Secured Parties, Liens and insurance rights on the Collateral that
are duly perfected in accordance with the requirements of, or the obligations of the Loan Parties under, the Loan Documents and
all applicable Laws.


 


		6.15	Further Assurances.



 


Promptly upon request by
the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may
be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates,
assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require
from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest
extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights
or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain
the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder
and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties
the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other
instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party,
and cause each of its Subsidiaries to do so.


 


		6.16	Compliance with Environmental Laws.



 


Comply, and cause all lessees
and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental
Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct
any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove
and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws;
provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such
cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper
proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.


 


		6.17	Anti-Corruption Laws.



 


Conduct its business in
compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption
legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws.


 


ARTICLE VII



NEGATIVE COVENANTS


 


Each of the Loan Parties
hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no Loan Party shall, nor
shall it permit any Subsidiary to, directly or indirectly:


 




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		7.01	Liens.



 


Create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the
following (the “Permitted Liens”):


 


(a)          Liens
pursuant to any Loan Document;


 


(b)          Liens
existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the
property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated
by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal
or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);


 


(c)          Liens
for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(d)          Statutory
Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being
contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect
thereto are maintained on the books of the applicable Person;


 


(e)          pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation, other than any Lien imposed by ERISA;


 


(f)          deposits
to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(g)          easements,
rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial
in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the applicable Person;


 


(h)          Liens
securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event
of Default under Section 8.01(h);


 


(i)           bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or
more accounts maintained by the Borrower or any of its Subsidiaries with any Lender, in each case in the ordinary course of business
in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank
with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure
(either directly or indirectly) the repayment of any Indebtedness;


 


(j)           Liens
arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary
shall in good faith be prosecuting an appeal or proceedings for review;


 




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(k)          Any
interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any
Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased;


 


(l)           Liens
of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;


 


(m)         Any
zoning, building or similar laws or rights reserved to or vested in any Governmental Authority; and


 


(n)          other
Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $20,000,000.


 


		7.02	Indebtedness.



 


Create, incur, assume or
suffer to exist any Indebtedness, except:


 


(a)          Indebtedness
under the Loan Documents;


 


(b)          Indebtedness
outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions
thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal
or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the
direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding,
renewal or extension;


 


(c)          Unsecured
Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a Subsidiary of the Borrower, which Indebtedness shall (i) to
the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative
Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (ii) be on terms (including
subordination terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section
7.03 (“Intercompany Debt”);


 


(d)          Guarantees
of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor;


 


(e)          obligations
(contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered
into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations
in interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting
party from its obligation to make payments on outstanding transactions to the defaulting party;


 


(f)          Indebtedness
owed to any Person providing property, casualty or liability insurance to any Loan Party, so long as the amount of such Indebtedness
is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year
in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year;


 




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(g)          Indebtedness
arising from a bank or other financial institution honoring a check, draft, or similar instrument (other than resulting from any
overdraft) in the ordinary course of business;


 


(h)          Indebtedness
incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards or other
similar cash management services, in each case, incurred in the ordinary course of business, provided that any such Indebtedness
is extinguished within 60 days from its incurrence;


 


(i)          Indebtedness
arising under performance, payment, surety, customs, stay, bid or appeal bonds, performance and completion guaranties and similar
instruments, in each case in the ordinary course of business and not in connection with any Indebtedness for borrowed money;


 


(j)          unsecured
Subordinated Debt of the Borrower or any of its Subsidiaries that is issued to a seller of assets or an entity acquired in a Permitted
Acquisition; and


 


(k)          other
Indebtedness not contemplated by the above provisions in an aggregate principal amount not to exceed $20,000,000 at any time outstanding;
provided that the Loan Parties are in Pro Forma Compliance with each of the financial covenants set forth in Section 7.11.


 


		7.03	Investments.



 


Make or hold any Investments,
except:


 


(a)          Investments
held by the Borrower and its Subsidiaries in the form of cash or Cash Equivalents;


 


(b)          advances
to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $1,000,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;


 


(c)          (i) Investments
outstanding on the date hereof by the Borrower and its Subsidiaries in their respective Subsidiaries and (ii) additional Investments
by the Borrower and its Subsidiaries in Loan Parties;


 


(d)          Investments
consisting of extensions of credit in the nature of receivables, including but not limited to, accounts receivable, lease receivables,
and notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction
or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent
or limit loss;


 


(e)          Guarantees
permitted by Section 7.02;


 


(f)          Investments
existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03;


 




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(g)          Permitted
Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC);


 


(h)          Investments
(including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement
of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; and


 


(i)          other
Investments not contemplated by the above provisions not exceeding fifteen percent (15%) of Consolidated Total Assets in the aggregate
at any time outstanding, provided, however, that such other Investments shall be permitted up to an aggregate of
thirty percent (30%) of Consolidated Total Assets at any time outstanding if such additional Investments above the fifteen percent
(15%) threshold are paid for solely from permitted issuances of common stock of the Borrower issued following the Closing Date.


 


		7.04	Fundamental Changes.



 


Merge, divide, dissolve,
liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all
or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long
as no Default exists or would result therefrom:


 


(a)          any
Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii)
any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall
be the continuing or surviving Person;


 


(b)          any
Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to
another Loan Party;


 


(c)          any
Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the
nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;


 


(d)          in
connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person or
permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall
be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the
Borrower) is a party, such Loan Party is the surviving Person; and


 


(e)          so
long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may
merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however,
that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party,
the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan Party (other than the Borrower)
is a party, such Loan Party is the surviving Person.


 




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		7.05	Dispositions.



 


Make any Disposition or
enter into any agreement to make any Disposition, except:


 


(a)          Permitted
Transfers;


 


(b)          Dispositions
of obsolete or worn out property or equipment, whether now owned or hereafter acquired, in the ordinary course of business;


 


(c)          Dispositions
of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such
replacement property;


 


(d)          Dispositions
permitted by Section 7.04; and


 


(e)          other
Dispositions so long as (i)  the consideration paid in connection therewith is in an amount not less than the fair market
value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited
by the terms of Section 7.14, (iii) such transaction does not involve the sale or other disposition of a minority Equity Interests
in any Subsidiary, (iv) such transaction does not involve a sale or other disposition of receivables other than receivables
owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section,
and (v) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries
in all such transactions occurring after the Closing Date shall not in the aggregate exceed 10% of Consolidated Total Assets on
the date of such Disposition.


 


		7.06	Restricted Payments.



 


Declare or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default
shall have occurred and be continuing at the time of any action described below or would result therefrom:


 


(a)          each
Subsidiary may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their
respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;


 


(b)          the
Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests
of such Person;


 


(c)          the
Borrower may purchase, redeem or otherwise acquire its common stock with the proceeds received from the substantially concurrent
issue of new common stock;


 


(d)          the
Borrower may make cashless repurchases of common stock of the Borrower deemed to occur upon the exercise of options, warrants or
similar rights solely to the extent that shares of such stock represent a portion of the exercise price of such options, warrants
or similar rights;


 




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(e)          the
Borrower may make repurchases of stock of the Borrower deemed to occur upon the payment by the Borrower of employee tax liabilities
arising from stock issued pursuant to stock option or other equity-based incentive plans or other benefit plans approved by the
Borrower’s board of directors (or substantially equivalent governing body) for management or employees of the Borrower and
its Subsidiaries;


 


(f)          the
Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options
or other securities convertible into or exchangeable for Equity Interests of the Borrower;


 


(g)          the
Borrower may repurchase, retire, or otherwise acquire the common stock of the Borrower from directors, officers, employees or member
of management consultants or independent contractors (or their estate, family members, spouse and/or former spouse) of the Borrower
or any Subsidiary not in excess of $1,500,000 during each fiscal year of the Borrower; and


 


(h)          so
long as the Loan Parties have demonstrated (in form and substance reasonably satisfactory to the Administrative Agent) that (i)
the Consolidated Leverage Ratio, on a Pro Forma Basis, is equal to or less than 2.50:1.00 and that they are in Pro Forma Compliance
with each of the financial covenants set forth in Section 7.11, the Borrower may make other Restricted Payments in an unlimited
amount or (ii) the Consolidated Leverage Ratio, on a Pro Forma Basis, is greater than 2.50:1.00 and that they are in Pro Forma
Compliance with each of the financial covenants set forth in Section 7.11, the Borrower may make other Restricted Payments during
such fiscal year in an aggregate amount not to exceed the sum of (x) $2,000,000, plus (y) 50% of Consolidated Net Income earned
during the immediately preceding fiscal year, plus (z) any unutilized portion of the sum of (ii)(x) plus (ii)(y) for the immediately
prior fiscal year to the extent such dollar limitations were applicable to the prior fiscal year (i.e., if unlimited Restricted
Payments were permitted the prior fiscal year, clause (ii)(z) shall equal $0).


 


		7.07	Change in Nature of Business.



 


Engage in any material
line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date
hereof or any business substantially related or incidental thereto, including, for the avoidance of doubt, (a) foodservice equipment,
parts, supplies and services, (b) commercial cleaning chemicals, supplies and services, (c) water reclamation, purification, heating
and recycling products and services, (d) boiler and other power generation products and services and (e) materials handling products
and services.


 


		7.08	Transactions with Affiliates.



 


Enter into or permit to
exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances
of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions
expressly permitted by this Agreement, (d) normal and reasonable compensation and reimbursement of expenses of officers and
directors and (e) except as otherwise specifically limited in this Agreement, other transactions which are entered into in
the ordinary course of such Person’s business on fair and reasonable terms and conditions substantially as favorable to such
Person as would be obtainable by it in a comparable arms length transaction with a Person other than an officer, director or Affiliate.


 






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		7.09	Burdensome Agreements.



 


Enter into, or permit to
exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts
the ability of any such Person to (i) to act as a Loan Party; (ii) make Restricted Payments to any Loan Party, (iii) pay
any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or
(v)  create any Lien upon any of their properties or assets, whether now owned or
hereafter acquired, except, in the case of clause (a)(v) only, for any document or instrument
governing Indebtedness permitted hereunder and secured by Liens permitted under Section 7.01(n); provided that any such
restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith or
(b) requires the grant of any Lien on property for any obligation if a Lien
on such property is given as security for the Secured Obligations.


 


		7.10	Use of Proceeds.



 


Use the proceeds of any
Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin
stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose.


 


		7.11	Financial Covenants.



 


(a)          Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any Measurement Period ending as
of the end of any fiscal quarter of the Borrower to be less than 2.50:1.00.


 


(b)          Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any Measurement Period ending as of the end of any
fiscal quarter of the Borrower to be greater than 3.50:1.00; provided that (i) with respect to any fiscal quarter ending
on or after the Closing Date, the Borrower may, by written notice to the Administrative Agent for distribution to the Lenders,
elect to increase the maximum Consolidated Leverage Ratio to 4.00:1.00 for a period of four (4) consecutive fiscal quarters (inclusive
of the fiscal quarter in which the Material Acquisition occurred) in connection with a Permitted Acquisition that is a Material
Acquisition occurring during the first of such four fiscal quarters (each such period, an “Elevated Covenant Period”)
and (ii) notwithstanding the foregoing clause (i), (A) the Borrower may not elect an Elevated Covenant Period for at least one
(1) full fiscal quarter following the end of an Elevated Covenant Period before a new Elevated Covenant Period is available again
pursuant to the preceding clause (i) for a new period of four (4) consecutive fiscal quarters and (B) there shall be no more than
two (2) Elevated Covenant Periods during the term of this Agreement.


 


		7.12	[Reserved].



 


		7.13	Amendments of Organization Documents; Fiscal Year; Legal
Name, State of Formation; Form of Entity and Accounting Changes.



 


(a)          Amend
any of its Organization Documents in a manner adverse in any material respect to the interests of the Administrative Agent and
the Secured Parties;


 


(b)          change
its fiscal year;


 




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(c)          without
providing ten (10) days prior written notice to the Administrative Agent (or such extended period of time as agreed to by the Administrative
Agent), change its name, state of formation, form of organization or principal place of business; or


 


(d)          make
any change in accounting policies or reporting practices, except as required by GAAP.


 


		7.14	Sale and Leaseback Transactions.



 


Enter into any Sale and Leaseback Transaction,
except for any such sale of real property by the Borrower or any Subsidiary that is made for cash consideration in an amount not
less than the fair value of such real property and is consummated within 90 days after the Borrower or such Subsidiary acquires
such real property.


 


		7.15	Sanctions.



 


Directly or indirectly,
use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension
or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated
Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation
by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer,
Swingline Lender, or otherwise) of Sanctions.


 


		7.16	Anti-Corruption Laws.



 


Directly
or indirectly, use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States
Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions.


 


ARTICLE VIII



EVENTS OF DEFAULT AND REMEDIES


 


		8.01	Events of Default.



 


Any of the following shall
constitute an Event of Default:


 


(a)          Non-Payment.
The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any
Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within three (3)
days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within
five (5) days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or


 


(b)          Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02,
6.03, 6.05(a), 6.08, 6.10, 6.11, 6.13, 6.14, Article VII or Article X; or


 




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(c)          Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b)
above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days;
or


 


(d)          Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the
Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith
shall be incorrect or misleading in any material respect when made or deemed made (or, if any such representation, warranty, certification
or statement of fact is qualified by “materiality”, “Material Adverse Effect” or similar language, in any
respect); or


 


(e)          Cross-Default.
(i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder
and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and
including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount,
or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained
in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default
or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such
Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving
of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically
or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity,
or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap
Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party
(as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof
is greater than the Threshold Amount; or


 


(f)          Insolvency
Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part
of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days;
or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted
without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is
entered in any such proceeding; or


 


(g)          Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability
or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar
process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or
fully bonded within thirty (30) days after its issue or levy; or


 




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(h)          Judgments.
There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment
of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered
by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified
of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or
could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days
during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 


(i)          ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected
to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or


 


(j)          Invalidity
of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations arising under the Loan Documents,
ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability
of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision
of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or it is or becomes unlawful
for a Loan Party to perform any of its obligations under the Loan Documents; or


 


(k)          Collateral
Documents. Any Collateral Document after delivery thereof pursuant to the terms of the Loan Documents shall for any reason
cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on the Collateral purported to be covered
thereby, or any Loan Party shall assert the invalidity of such Liens; or


 


(l)           Change
of Control. There occurs any Change of Control.


 


Without limiting the provisions
of Article IX, if a Default shall have occurred under the Loan Documents, then such Default will continue to exist until it either
is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived by Administrative
Agent (with the approval of requisite Appropriate Lenders (in their sole discretion) as determined in accordance with Section 11.01);
and once an Event of Default occurs under the Loan Documents, then such Event of Default will continue to exist until it is expressly
waived by the requisite Appropriate Lenders or by the Administrative Agent with the approval of the requisite Appropriate Lenders,
as required hereunder in Section 11.01.


 


		8.02	Remedies upon Event of Default.



 


If any Event of Default
occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:


 




    	 	99	 



     


    

 


(a)          declare
the Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;


 


(b)          declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrower;


 


(c)          require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto);
and


 


(d)          exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under
the Loan Documents or applicable Law or equity;


 


provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid
shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.


 


		8.03	Application of Funds.



 


After the exercise of remedies
provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations
have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02) or if at any time insufficient
funds are received by and available to the Administrative Agent to pay fully all Secured Obligations then due hereunder, any amounts
received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative
Agent in the following order :


 


First,
to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees,
charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative
Agent in its capacity as such;


 


Second,
to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest
and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the
respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the
L/C Issuer)) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective
amounts described in this clause Second payable to them;


 




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Third,
to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the
Loans, L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer
in proportion to the respective amounts described in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations
then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the to the Administrative Agent for the
account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters
of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably
among the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the
respective amounts described in this clause Fourth held by them; and


 


Last,
the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise
required by Law.


 


Subject to Sections 2.03(c)
and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other
Secured Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be
paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments
from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section.


 


Notwithstanding the foregoing, Secured Obligations
arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described
above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation
as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash
Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall,
by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of
Article IX for itself and its Affiliates as if a “Lender” party hereto.


 


ARTICLE IX



ADMINISTRATIVE AGENT


 


		9.01	Appointment and Authority.



 


(a)          Appointment.
Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf
as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together
with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of
the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as
a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein
or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term
is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting
parties.




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(b)          Collateral
Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of
the Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer hereby
irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes
of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured
Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative
Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent
pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under
the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall
be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such
co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in
full herein with respect thereto.


 


		9.02	Rights as a Lender.



 


The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless
otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of,
act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial,
advisory, underwriting or other business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent
of the Lenders with respect thereto.


 


		9.03	Exculpatory Provisions.



 


(a)          The
Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents,
and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative
Agent and its Related Parties:


 


(i)           shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(ii)          shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document
or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor
Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
Debtor Relief Law; and


 




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(iii)         shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall
not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated
to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


(b)          Neither
the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative
Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby
(i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided
in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court
of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of
any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a
Lender or the L/C Issuer.


 


(c)          Neither
the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person
to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection
or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral,
or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.


 


		9.04	Reliance by Administrative Agent.



 


The Administrative Agent
shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any
notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or
by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur
any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance,
extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the
L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the
Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such
Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for
the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with
the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objections.


 




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		9.05	Delegation of Duties.



 


The Administrative Agent
may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through
any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any
and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities in connection with the syndication of the Revolving Facility as well as activities
as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except
to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent
acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


		9.06	Resignation of Administrative Agent.



 


(a)          Notice.
The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor,
which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.
If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty
(30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the
Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall
not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications
set forth above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not
a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective
Date.


 


(b)          Defaulting
Lender. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof,
the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove
such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day
as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless
become effective in accordance with such notice on the Removal Effective Date.


 




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(c)          Effect
of Resignation or Removal. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the
retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan
Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the
L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral
security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or
other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly,
until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance
of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section
3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent
as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative
Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the
same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or
removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this
Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while
the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for
as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including, without limitation,
(A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Secured Parties and (B) in
respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.


 


(d)          L/C
Issuer and Swingline Lender. Any resignation or removal by Bank of America as Administrative Agent pursuant to this Section shall
also constitute its resignation as L/C Issuer and Swingline Lender. If Bank of America resigns as an L/C Issuer, it shall retain
all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as
of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require
the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank
of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect
to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the
Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the
appointment by the Borrower of a successor L/C Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender
other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring L/C Issuer or Swingline Lender, as applicable, (ii) the retiring L/C Issuer and Swingline Lender
shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the
successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of
such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America
with respect to such Letters of Credit.


  




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		9.07	Non-Reliance
                                         on Administrative Agent and Other Lenders.



 


Each Lender and the L/C
Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information
as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


 


		9.08	No
                                         Other Duties, Etc.



 


Anything herein to the
contrary notwithstanding, none of the titles listed on the cover page hereof shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, an
Arranger, a Lender or the L/C Issuer hereunder.


 


		9.09	Administrative
                                         Agent May File Proofs of Claim; Credit Bidding.



 


In case of the pendency
of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled
and empowered, by intervention in such proceeding or otherwise:


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09,
2.10(b) and 11.04) allowed in such judicial proceeding; and


 


(b)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the
L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the
making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts
due the Administrative Agent under Sections 2.09, 2.10(b) and 11.04.


 


Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights
of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C
Issuer or in any such proceeding.


 




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The Secured Parties hereby
irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the
Secured Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations
pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of
the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws
in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in
lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or
otherwise) in accordance with any applicable Law.  In connection with any such credit bid and purchase, the Secured Obligations
owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Secured Obligations with
respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would
vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used
in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of
the acquisition vehicle or vehicles that are used to consummate such purchase).  In connection with any such bid (i) the Administrative
Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance
of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition
vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly,
by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations
on actions by the Required Lenders contained in clauses (a) through (h) of Section 11.01 of this Agreement), and (iii) to the extent
that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result
of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the
amount of debt credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned
to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Secured
Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured
Party or any acquisition vehicle to take any further action.


 


		9.10	Collateral
                                         and Guaranty Matters.



 


Each of the Lenders (including
in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the
Administrative Agent, at its option and in its discretion,


 


(a)          to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility
Termination Date, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection
with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) if approved, authorized
or ratified in writing by the Required Lenders in accordance with Section 11.01;


 


(b)          to
subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any
Lien on such property that is permitted by Section 7.01(n); and


 


(c)          to
release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction
permitted under the Loan Documents.


 




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Upon request by the Administrative
Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate
its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant
to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense,
execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release
of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its
interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the
terms of the Loan Documents and this Section 9.10.


 


The Administrative Agent
shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon,
or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable
to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


		9.11	Secured Cash Management Agreements and Secured Hedge
Agreements.



 


Except as otherwise expressly
set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the Guaranty
or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or
to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral
(including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification
of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case,
only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary,
the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made
with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the
extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured
Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management
Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other
satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements
and Secured Hedge Agreements in the case of a Facility Termination Date.


 


		9.12	Certain ERISA Matters.



 


(a)          Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of
the following is and will be true: 


 


(i)           such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Commitments or this Agreement,


 




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(ii)          the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(iii)         (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter
into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender,
the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or 


 


(iv)         such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)          In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender
has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party,
that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan
Document or any documents related hereto or thereto). 


 






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ARTICLE X



CONTINUING GUARANTY


 


		10.01	Guaranty.



 


Each Guarantor hereby absolutely
and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not
merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration,
demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso
in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor
shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually
with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations
hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any
applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness,
obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an
allowed or disallowed claim under any proceeding or case commenced by or against any Debtor under any Debtor Relief Laws. The Administrative
Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding,
and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations.
This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any
instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection
or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise
constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably
waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.


 


		10.02	Rights of Lenders.



 


Each Guarantor consents
and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the
enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise
change the time for payment or the terms of the Secured Obligations or any part thereof; (b) take, hold, exchange, enforce,
waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations;
(c) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the
Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors
of any of the Secured Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of,
or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty
or which, but for this provision, might operate as a discharge of such Guarantor.


 


		10.03	Certain Waivers.



 


Each Guarantor waives (a) any
defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any
cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party;
(b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the
Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability
hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security
for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and
any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted
by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of
or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands
for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all
other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance
of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.


 


		10.04	Obligations Independent.



 


The obligations of each
Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations and
the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether
or not the Borrower or any other person or entity is joined as a party.


 




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		10.05	Subrogation.



 


No Guarantor shall exercise
any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under
this Guaranty until all of the Secured Obligations and any amounts payable under this Guaranty have been indefeasibly paid and
performed in full and the Commitments and the Revolving Facility are terminated. If any amounts are paid to a Guarantor in violation
of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith
be paid to the Secured Parties to reduce the amount of the Secured Obligations, whether matured or unmatured.


 


		10.06	Termination; Reinstatement.



 


This Guaranty is a continuing
and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the
Facility Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived,
as the case may be, if any payment by or on behalf of the Borrower or a Guarantor is made, or any of the Secured Parties exercises
its right of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement
entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection
with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not
occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior
revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination
of this Guaranty.


 


		10.07	Stay of Acceleration.



 


If acceleration of the
time for payment of any of the Secured Obligations is stayed, in connection with any case commenced by or against a Guarantor or
the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly
and severally, immediately upon demand by the Secured Parties.


 


		10.08	Condition of Borrower.



 


Each Guarantor acknowledges
and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor
such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such
Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties
at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or
any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense
relating to the failure to provide the same).


 




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		10.09	Appointment of Borrower.


 


Each of the Loan Parties
hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents
and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and
provide such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan
Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice
or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower shall be deemed delivered to each
Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document,
authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.


 


		10.10	Right of Contribution.



 


The Guarantors agree among
themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors
as permitted under applicable Law.


 


		10.11	Keepwell.



 


Each Loan Party that is
a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified
Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and
irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation
as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect
of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without
rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of
each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly
paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute,
a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified
Loan Party for all purposes of the Commodity Exchange Act.


 


ARTICLE XI



MISCELLANEOUS


 


		11.01	Amendments, Etc.



 


No amendment or waiver
of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent
of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative
Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which
given; provided, however, that no such amendment, waiver or consent shall:


 


(a)          extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written
consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any Default
or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);


 




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(b)          postpone
any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest,
fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent
of each Lender entitled to such payment;


 


(c)          reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second
proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written
consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders
shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to
pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined
term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or
to reduce any fee payable hereunder;


 


(d)          change
(i) Section 8.03 or Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the
written consent of each Lender or (ii) 2.12(f) in a manner that would alter the pro rata application required thereby without
the written consent of each Lender directly affected thereby;


 


(e)          change any
provision of this Section 11.01 or the definition of “Required Lenders” or any other provision of any Loan Document
specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder
or make any determination or grant any consent hereunder, without the written consent of each Lender;


 


(f)          release
all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of
each Lender;


 


(g)          release
all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release
of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative
Agent acting alone); or


 


(h)          release
the Borrower or permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan
Documents without the consent of each Lender;


 


and provided, further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect
the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to
be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition
to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment,
waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect
the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter
may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything
to the contrary herein, (A) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender,
or all Lenders or each affected Lender under the Revolving Facility, may be effected with the consent of the applicable Lenders
other than Defaulting Lenders), except that (1) the Commitment of any Defaulting Lender may not be increased or extended without
the consent of such Lender and (2) any waiver, amendment or modification requiring the consent of all Lenders or each affected
Lender, or all Lenders or each affected Lender under the Revolving Facility, that by its terms affects any Defaulting Lender disproportionately
adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (B) each Lender is entitled
to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that
the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions
set forth herein and (C) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral
in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.


 




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Notwithstanding anything to the contrary herein,
(a) this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the
Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this
Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment
or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued
for its account under this Agreement, and (b) the Administrative Agent and Borrower may amend or modify this Agreement and any
other Loan Document to (i) to cure any ambiguity, omission, mistake, defect or inconsistency therein or (ii) grant a new Lien for
the benefit of the Secured Parties, extend an existing Lien over additional property for the benefit of the Secured Parties or
join additional Persons as Loan Parties.


 


Notwithstanding any provision herein
to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, each Lender that is providing
new or increased Commitments pursuant to  Section 2.16,  and the Borrower (i) to add one or more Incremental Facilities
to this Agreement, subject to the applicable limitations in Section 2.16 and to permit the extensions of credit and all related
obligations and liabilities arising in connection therewith from time to time outstanding to share ratably in the benefits of this
Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing
facilities hereunder, and (ii) in connection with the foregoing, to permit the Lenders providing such Incremental Facilities to
participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or
class of Lenders hereunder.


 


If any Lender does not consent to a proposed
amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been
approved by the Required Lenders, the Borrower may replace such Non-Consenting Lender in accordance with Section 11.13; provided
that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together
with all other such assignments required by the Borrower to be made pursuant to this paragraph).


 


		11.02	Notices; Effectiveness; Electronic Communications.



 


(a)          Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax transmission or e-mail transmission
as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:


 




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(i)           if
to the Borrower or any other Loan Party, the Administrative Agent, the L/C Issuer or the Swingline Lender, to the address, fax
number, e-mail address or telephone number specified for such Person on Schedule 1.01(a); and


 


(ii)          if
to any other Lender, to the address, fax number, e-mail address or telephone number specified in its Administrative Questionnaire
(including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then
in effect for the delivery of notices that may contain material non-public information relating to the Borrower).


 


Notices and other
communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been
given when received; notices and other communications sent by fax transmission shall be deemed to have been given when sent (except
that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business
on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the
extent provided in subsection (b) below shall be effective as provided in such subsection (b).


 


(b)          Electronic
Communications. Notices and other communications to the Administrative Agent, the Lenders, the Swingline Lender and the L/C
Issuer hereunder may be delivered or furnished by electronic communication (including e-mail, FPML messaging and Internet or intranet
websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices
to any Lender, the Swingline Lender or the L/C Issuer pursuant to Article II if such Lender, Swingline Lender or the L/C Issuer,
as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent, the Swingline Lender, the L/C Issuer or the Borrower may each, in its discretion, agree
to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices or communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement) and (ii) notices and other communications posted to an Internet or intranet website
shall be deemed received by the intended recipient upon the sender’s receipt of an acknowledgement from the intended recipient
(such as by the “return receipt requested” function, as available, return e-mail address or other written acknowledgement)
indicating that such notice or communication is available and identifying the website address therefor; provided that for
both clauses (i) and (ii), if such notice or other communication is not sent during the normal business hours of the recipient,
such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the
recipient.


 




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(c)          The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower,
any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission
of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through
the Internet.


 


(d)          Change
of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender may change its address,
fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties
hereto. Each other Lender may change its address, fax number or telephone number or e-mail address for notices and other communications
hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender. In addition, each Lender
agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective
address, contact name, telephone number, fax number and e-mail address to which notices and other communications may be sent and
(ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one (1) individual
at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation
on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such
Public Lender’s compliance procedures and applicable Law, including United States federal and state securities Laws, to make
reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform
and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States
federal or state securities laws.


 


(e)          Reliance
by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled
to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices, Letter of Credit
Applications, Notice of Loan Prepayment and Swingline Loan Notices) purportedly given by or on behalf of any Loan Party even if
(i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.
The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them
from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by
or on behalf of a Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


		11.03	No Waiver; Cumulative Remedies; Enforcement.



 


No failure by any Lender,
the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power
or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and
provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided
by law.


 




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Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not
prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swingline
Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender,
as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance
with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and
filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law;
and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other
Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant
to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject
to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and
as authorized by the Required Lenders.


 


		11.04	Expenses; Indemnity; Damage Waiver.



 


(a)          Costs
and Expenses. The Loan Parties shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent
and its Affiliates (including the reasonable fees, charges and disbursements of one firm of primary counsel for the Administrative
Agent, and one firm of local counsel for the Administrative Agent in each appropriate jurisdiction), in connection with the syndication
of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement
and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by
the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including
the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in connection with
the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including
its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.


 




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(b)          Indemnification
by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and
the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against
any Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of, in connection with, or as a result
of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby
or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of
the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its
Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed
in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal
by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand
do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability
related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third
party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders
or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not,
as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against
an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document,
if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by
a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply
with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 


(c)          Reimbursement
by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a)
or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline
Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s
share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim
asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against
the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any
Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline
Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions
of Section 2.12(d).


 




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(d)          Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no Loan Party shall assert, and each Loan
Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b)
above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed
to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 


(e)          Payments.
All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.


 


(f)          Survival.
The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative
Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Commitments and
the repayment, satisfaction or discharge of all the other Obligations.


 


		11.05	Payments Set Aside.



 


To the extent that any
payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative
Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally
agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from
or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a
rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under
clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.


 


		11.06	Successors and Assigns.



 


(a)          Successors
and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither the Borrower
nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by
way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or
assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment
or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to
the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.


 




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(b)          Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement and the other Loan Documents (including all or a portion of its Commitment(s) and the Loans (including for purposes
of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided
that any such assignment shall be subject to the following conditions:


 


(i)           Minimum
Amounts.


 


(A)          in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under the Revolving Facility
and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect
to such Assignments) that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the
case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


 


(B)          in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption,
as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Facility, unless
each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed).


 


(ii)          Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement and the other Loan Documents with respect to the Loans and/or the Commitment assigned,
except that this clause (ii) shall not apply to the Swingline Lender’s rights and obligations in respect of Swingline
Loans.


 


(iii)         Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section
and, in addition:


 


(A)          the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of
Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate
of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice
thereof; and provided, further, that the Borrower’s consent shall not be required during the primary syndication
of the Revolving Facility;


 




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(B)          the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments
in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the
Revolving Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and


 


(C)          the
consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of the Revolving Facility.


 


(iv)         Assignment
and Assumption. The lender parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and
Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative
Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee,
if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)          No
Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates
or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or a holding company, investment
vehicle or trust for, or owned and operated for the primary benefit of a natural person).


 


(vi)          Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to
the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (B) acquire (and fund
as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance
with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any
Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph,
then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs.


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04,
3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided,
that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon
request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d)
of this Section.


 




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(c)          Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely
for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered
to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent
manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(d)          Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations
and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance
of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations.


 




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Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees
that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations
therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e)
shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to
the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not
be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from
whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive
a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender
that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the
Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant
agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for
this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the
Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose
all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to
the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall
be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 


(e)          Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note or Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(f)          Resignation
as L/C Issuer or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time
Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America
may, (i) upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty
(30) days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as L/C Issuer or Swingline
Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder;
provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of
Bank of America as L/C Issuer or Swingline Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain
all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as
of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require
the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of
America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect
to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the
Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon
the appointment of a successor L/C Issuer and/or Swingline Lender, (A) such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (B) the
successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of
such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America
with respect to such Letters of Credit.


 




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		11.07	Treatment of Certain Information; Confidentiality.



 


(a)          Treatment
of Certain Information. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates, its auditors and its
Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature
of such Information and instructed to keep such Information confidential), (ii) to the extent required or requested by any
regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority,
such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations
or by any subpoena or similar legal process (in which case the Administrative Agent, Lender or L/C Issuer, as applicable, agrees
to inform the Borrower promptly thereof prior to such disclosure to the extent not prohibited by Law), (iv) to any other party
hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to
an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant
in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee
invited to be a Lender pursuant to Section 2.16(c) or (B) any actual or prospective party (or its Related Parties) to
any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations,
this Agreement or payments hereunder, (vii) on a confidential basis to (A) any rating agency in connection with rating
the Borrower or its Subsidiaries or the credit facilities provided hereunder or (B) the provider of any Platform or other
electronic delivery service used by the Administrative Agent, the L/C Issuer and/or the Swingline Lender to deliver Borrower Materials
or notices to the Lenders or (C) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring
of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, or (viii) with the
consent of the Borrower or to the extent such Information (1) becomes publicly available other than as a result of a breach
of this Section or (2) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information”
means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential
basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the
Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information. In addition, the Administrative Agent and the Lenders may disclose
the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the
lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the
other Loan Documents and the Commitments.


 




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(b)          Non-Public
Information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (i) the Information may
include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (ii) it has developed
compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public
information in accordance with applicable Law, including United States federal and state securities Laws.


 


(c)          Press
Releases. The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public
disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement
or any of the Loan Documents without the prior written consent of the Administrative Agent, unless (and only to the extent that)
the Loan Parties or such Affiliate is required to do so under law and then, in any event the Loan Parties or such Affiliate will
consult with such Person before issuing such press release or other public disclosure (other than in connection with any required
SEC filings, for which no such consent shall be required).


 


(d)          Customary
Advertising Material. Neither the Administrative Agent nor any Lender shall use the name, product photographs, logo or trademark
of the Loan Parties in any advertising material relating to the transactions contemplated hereby without obtaining the prior written
approval of such Loan Party.


 


		11.08	Right of Setoff.



 


If an Event of Default
shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower
or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether
or not such Lender, the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and
although such obligations of the Borrower or such Loan Party may be contingent or unmatured, secured or unsecured, or are owed
to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit
or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of
setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance
with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other
funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (b) the Defaulting
Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing
to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender,
the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative
Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity
of such setoff and application.


 




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		11.09	Interest Rate Limitation.



 


Notwithstanding anything
to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to
the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the
extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather
than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread
in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


		11.10	Counterparts; Integration; Effectiveness.



 


This Agreement and each
of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of
which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the
other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer,
constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements
and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an
executed counterpart of a signature page of this Agreement or any other Loan Document, or any certificate delivered thereunder,
by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually
executed counterpart of this Agreement or such other Loan Document or certificate. Without limiting the foregoing, to the extent
a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request
of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart.


 


		11.11	Survival of Representations and Warranties.



 


All representations and
warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or
knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan
or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


 




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		11.12	Severability.



 


If any provision of this
Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Without limiting the foregoing provisions of this Section, if and to the extent that the enforceability of any provisions in this
Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative
Agent, the L/C Issuer or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the
extent not so limited.


 


		11.13	Replacement of Lenders.



 


If the Borrower is entitled
to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting
Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then
the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required
by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01
and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


(a)          the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);


 


(b)          such
Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees)
or the Borrower (in the case of all other amounts);


 


(c)          in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)          such
assignment does not conflict with applicable Laws; and


 


(e)          in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


A Lender shall not be required
to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.


 


		11.14	Governing Law; Jurisdiction; Etc.



 


(a)          GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND
ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 




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(b)          SUBMISSION
TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY
ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE,
AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE
STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND
ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION
OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT
ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


 


(c)          WAIVER
OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. THE
BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(d)          SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.


 




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		11.15	Waiver of Jury Trial.



 


EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 


		11.16	Subordination.



 


Each Loan Party (a “Subordinating
Loan Party”) hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it,
whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating
Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under this Guaranty,
to the indefeasible payment in full in cash of all Obligations. If the Secured Parties so request, any such obligation or indebtedness
of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan
Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Secured
Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement.
Without limitation of the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive
payments with respect to Intercompany Debt; provided, that in the event that any Loan Party receives any payment of any
Intercompany Debt at a time when such payment is prohibited by this Section, such payment shall be held by such Loan Party, in
trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent.


 


		11.17	No Advisory or Fiduciary Responsibility.



 


In connection with all
aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’
understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative
Agent and any Affiliate thereof, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower,
each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and, as applicable, its Affiliates,
the Arrangers and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the “Lenders”),
on the other hand, (ii) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory
and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower and each other Loan Party is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents;
(b) (i) the Administrative Agent and its Affiliates, the Arrangers and each Lender each is and has been acting solely
as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting
as an advisor, agent or fiduciary, for Borrower, any other Loan Party or any of their respective Affiliates, or any other Person
and (ii) neither the Administrative Agent, any of its Affiliates, the Arrangers nor any Lender has any obligation to the Borrower,
any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent and its Affiliates, the
Arrangers and the Lenders may be engaged in a broad range of transactions that involve interests that differ from those of the
Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates,
the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any
of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives
and releases any claims that it may have against the Administrative Agent, any of its Affiliates, the Arrangers or any Lender with
respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated
hereby.


 




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		11.18	Electronic Execution.



 


The words “delivery,”
“execute,” “execution,” “signed,” “signature,” and words of like import in any
Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic
matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping
of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act;
provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation
to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant
to procedures approved by it; provided further without limiting the foregoing, upon the request of the Administrative Agent,
any electronic signature shall be promptly followed by such manually executed counterpart.


 


		11.19	USA PATRIOT Act Notice.



 


Each Lender that is subject
to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the
Borrower and the other Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies
each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. The Borrower and the
Loan Parties agree to, promptly following a request by the Administrative Agent or any Lender, provide all such other documentation
and information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable
“know your customer” and anti-money laundering rules and regulations, including the Act.


 


		11.20	Acknowledgement and Consent to Bail-In of EEA Financial
Institutions.



 


Solely to the extent any
Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any Lender or L/C Issuer that is an EEA Financial Institution arising under any Loan Document, to the extent
such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and
consents to, and acknowledges and agrees to be bound by:


 




    	 	130	 



     


    

 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender or L/C Issuer that is an EEA Financial Institution; and


 


(b)          the
effects of any Bail-In Action on any such liability, including, if applicable:


 





(i)           a
reduction in full or in part or cancellation of any such liability;


 


(ii)          a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)         the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


		11.21	Time of the Essence.



 


Time is of the essence
of the Loan Documents.


 


		11.22	ENTIRE AGREEMENT.



 


THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	BORROWER:	ENVIROSTAR, INC.
	 	 	 
	 	By:	/s/ Henry M. Nahmad
	 	Name:  Henry M. Nahmad 
	 	Title: Chief Executive Officer and President


 


Signature Page to Credit Agreement


EnviroStar, Inc.


 




    	 	 	 



     


    

 


	GUARANTORS:	STEINER-ATLANTIC CORP.
	 	 	 
	 	By:	/s/ Henry M. Nahmad
	 	Name: Henry M. Nahmad
	 	Title: Executive Vice President
	 	 
	 	DRYCLEAN USA LICENSE CORP.
	 	 	 
	 	By:	/s/ Henry M. Nahmad
	 	Name: Henry M. Nahmad
	 	Title: Executive Vice President
	 	 
	 	WESTERN STATE DESIGN, INC.
	 	 	 
	 	By:	/s/ Henry M. Nahmad
	 	Name: Henry M. Nahmad
	 	Title: Executive Vice President
	 	 
	 	MARTIN-RAY LAUNDRY SYSTEMS, INC.
	 	 	 
	 	By:	/s/ Henry M. Nahmad
	 	Name: Henry M. Nahmad
	 	Title: Executive Vice President
	 	 
	 	TRI-STATE TECHNICAL SERVICES, INC.
	 	 	 
	 	By:	/s/ Henry M. Nahmad
	 	Name: Henry M. Nahmad
	 	Title: Executive Vice President
	 	 
	 	AADVANTAGE LAUNDRY SYSTEMS, INC.
	 	 	 
	 	By:	/s/ Henry M. Nahmad
	 	Name: Henry M. Nahmad
	 	Title: Executive Vice President


 


Signature Page to Credit Agreement


EnviroStar, Inc.


 




    	 	 	 



     


    

 


	 	SCOTT EQUIPMENT, INC.
	 	 	 
	 	By:	/s/ Henry M. Nahmad
	 	Name: Henry M. Nahmad
	 	Title: Executive Vice President
	 	 
	 	INDUSTRIAL LAUNDRY SERVICES, INC.
	 	 	 
	 	By:	/s/ Henry M. Nahmad
	 	Name: Henry M. Nahmad
	 	Title: Executive Vice President
	 	 
	 	WORLDWIDE LAUNDRY, INC.
	 	 	 
	 	By:	/s/ Henry M. Nahmad
	 	Name: Henry M. Nahmad
	 	Title: Executive Vice President
	 	 
	 	WA ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Henry M. Nahmad
	 	Name: Henry M. Nahmad
	 	Title: Executive Vice President
	 	 
	 	SKYLINE EQUIPMENT, INC.
	 	 	 
	 	By:	/s/ Henry M. Nahmad
	 	Name: Henry M. Nahmad
	 	Title: Executive Vice President


 


Signature Page to Credit Agreement


EnviroStar, Inc.


 




    	 	 	 



     


    

 


	 	BANK OF AMERICA, N.A., 
	 	as Administrative Agent
	 	 	 
	 	By:	/s/ Nicole McAree
	 	Name: Nicole McAree
	 	Title: SVP


 


Signature Page to Credit Agreement


EnviroStar, Inc.


 




    	 	 	 



     


    

 


	 	BANK OF AMERICA, N.A., 
	 	as a Lender, L/C Issuer and Swingline Lender
	 	 	 
	 	By:	/s/ Nicole McAree
	 	Name: Nicole McAree
	 	Title: SVP


 


Signature Page to Credit Agreement


EnviroStar, Inc.


 




    	 	 	 



     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Marshall M. Stuart
	 	Name:	Marshall M. Stuart
	 	Title:	Vice President


 


Signature Page to Credit Agreement


EnviroStar, Inc.


 




    	 	 	 



     


    

 


	 	FIFTH THIRD BANK,
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Page to Credit Agreement


EnviroStar, Inc.