EXHIBIT 10.2


 





	
     

    REVOLVING CREDIT AGREEMENT

     

    dated as of

     

    May 21, 2021,

     

    among

     

    SKYWORKS SOLUTIONS, INC.,

     

    the BORROWING SUBSIDIARIES party hereto,

     

    the LENDERS party hereto

     

    and

     

    JPMORGAN CHASE BANK, N.A.,

    as the Administrative Agent

     

    ___________________________

     

    JPMORGAN CHASE BANK, N.A.

    BOFA SECURITIES, INC.,

    CITIBANK, N.A.,

    GOLDMAN SACHS BANK USA

    and

    WELLS FARGO SECURITIES, LLC,

    as Joint Lead Arrangers and Joint Bookrunners

     

    ___________________________

     

    BANK OF AMERICA, N.A.,

    CITIBANK, N.A.,

    GOLDMAN SACHS BANK USA

    and

    WELLS FARGO BANK, N.A.,

    as Syndication Agents

    ___________________________

     

    BARCLAYS BANK PLC,

    BNP PARIBAS,

    MIZUHO BANK, LTD.,

    MUFG BANK, LTD.

    and

    TRUIST BANK,

    as Documentation Agents

     

	 





 






     


     


    

 


TABLE OF CONTENTS


 


 Page


 




	ARTICLE I 
	 
	 Definitions
	 
	SECTION 1.01.   Defined Terms	1
	SECTION 1.02.   Classification of Loans and Borrowings	37
	SECTION 1.03.   Terms Generally	37
	SECTION 1.04.   Accounting Terms; GAAP; Pro Forma Calculations	38
	SECTION 1.05.   Interest Rates; LIBOR Notification	39
	SECTION 1.06.   Divisions	39
	SECTION 1.07.   Blocking Regulation	39
	SECTION 1.08.   Effectuation of Transactions	40
	SECTION 1.09.   Most Favored Nation Provision	40
	 	 
	ARTICLE II 
	 
	The Credits
	 
	SECTION 2.01.   Commitments	41
	SECTION 2.02.   Loans and Borrowings	41
	SECTION 2.03.   Requests for Borrowings	42
	SECTION 2.04.   Funding of Borrowings	42
	SECTION 2.05.   Interest Elections	43
	SECTION 2.06.   Termination and Reduction of Commitments	44
	SECTION 2.07.   Repayment of Loans; Evidence of Debt	45
	SECTION 2.08.   Prepayment of Loans	45
	SECTION 2.09.   Fees	46
	SECTION 2.10.   Interest	47
	SECTION 2.11.   Alternate Rate of Interest	48
	SECTION 2.12.   Increased Costs; Illegality	51
	SECTION 2.13.   Break Funding Payments	53
	SECTION 2.14.   Taxes	54
	SECTION 2.15.   Payments Generally; Pro Rata Treatment; Sharing of Setoffs	58
	SECTION 2.16.   Mitigation Obligations; Replacement of Lenders	59
	SECTION 2.17.   Defaulting Lenders	61
	SECTION 2.18.   Extension of Maturity Date	63
	SECTION 2.19.   Commitment Increases	65
	SECTION 2.20.   Letters of Credit	66
	SECTION 2.21.   Borrowing Subsidiaries	72



 






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	ARTICLE III 
	 
	Representations and Warranties
	 
	SECTION 3.01.   Organization; Powers	73
	SECTION 3.02.   Authorization; Enforceability	73
	SECTION 3.03.   Governmental Approvals; Absence of Conflicts	73
	SECTION 3.04.   Financial Condition; No Material Adverse Change	73
	SECTION 3.05.   Litigation and Environmental Matters	74
	SECTION 3.06.   Compliance with Laws	74
	SECTION 3.07.   Anti-Corruption Laws and Sanctions	74
	SECTION 3.08.   Investment Company Status	74
	SECTION 3.09.   ERISA	74
	SECTION 3.10.   Taxes	75
	SECTION 3.11.   Solvency	75
	SECTION 3.12.   Disclosure	75
	SECTION 3.13.   Federal Reserve Regulations	76
	SECTION 3.14.   Use of Proceeds	76
	SECTION 3.15.   Affected Financial Institutions	76
	 	 
	ARTICLE IV 
	 
	Conditions Precedent
	 
	SECTION 4.01.   Conditions to Effective Date	76
	SECTION 4.02.   Conditions to Availability Date	77
	SECTION 4.03.   Conditions to Each Credit Event	78
	SECTION 4.04.   Conditions to Initial Credit Extension to Each Borrowing Subsidiary	78
	 	 
	ARTICLE V 
	 
	Affirmative Covenants
	 
	SECTION 5.01.   Financial Statements and Other Information	79
	SECTION 5.02.   Notices of Material Events	80
	SECTION 5.03.   Existence; Conduct of Business	80
	SECTION 5.04.   Payment of Taxes	80
	SECTION 5.05.   Maintenance of Properties and Rights	81
	SECTION 5.06.   Insurance	81
	SECTION 5.07.   Books and Records; Inspection and Audit Rights	81
	SECTION 5.08.   Compliance with Laws	82
	SECTION 5.09.   Use of Proceeds	82



 






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	ARTICLE VI 
	 
	Negative Covenants
	 
	SECTION 6.01.   Subsidiary Indebtedness	83
	SECTION 6.02.   Liens	85
	SECTION 6.03.   Sale/Leaseback Transactions	87
	SECTION 6.04.   Fundamental Changes	88
	SECTION 6.05.   Restrictive Agreements	89
	SECTION 6.06.   Leverage Ratio	90
	 	 
	ARTICLE VII
	 
	 Events of Default
	 
	ARTICLE VIII
	 
	 Agency
	 
	SECTION 8.02.   Administrative Agent’s Reliance, Limitation of Liability, Etc.	95
	SECTION 8.03.   Posting of Communications	97
	SECTION 8.04.   The Administrative Agent Individually	98
	SECTION 8.05.   Successor Administrative Agent	99
	SECTION 8.06.   Acknowledgments of Lenders and Issuing Banks	100
	SECTION 8.07.   Certain ERISA Matters	102
	SECTION 8.08.   Miscellaneous	103
	 	 
	ARTICLE IX
	 
	 Miscellaneous
	 
	SECTION 9.01.   Notices	103
	SECTION 9.02.   Waivers; Amendments	105
	SECTION 9.03.   Expenses; Indemnity; Limitation on Liability	107
	SECTION 9.04.   Successors and Assigns	110
	SECTION 9.05.   Survival	113
	SECTION 9.06.   Counterparts; Integration; Effectiveness; Electronic Execution	114
	SECTION 9.07.   Severability	115
	SECTION 9.08.   Right of Setoff	115
	SECTION 9.09.   Governing Law; Jurisdiction; Consent to Service of Process	116
	SECTION 9.10.   WAIVER OF JURY TRIAL	117
	SECTION 9.11.   Headings	117
	SECTION 9.12.   Confidentiality	118
	SECTION 9.13.   Interest Rate Limitation	119
	SECTION 9.14.   USA PATRIOT Act Notice and the Beneficial Ownership Regulation	119






	SECTION 9.15.   No Fiduciary Relationship	119
	SECTION 9.16.   Non-Public Information	120
	SECTION 9.17.   Acknowledgement and Consent to Bail-In of Affected Financial Institutions	121
	SECTION 9.18.   Judgment Currency	121



 






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	ARTICLE X
	 
	 Guarantee





 


	SCHEDULES:	 	 
	 	 	 
	Schedule 2.01	—	Commitments
	Schedule 2.20	—	LC Commitments
	Schedule 6.01	—	Existing Indebtedness
	Schedule 6.02	—	Existing Liens
	Schedule 6.05	—	Existing Restrictive Agreements
	 	 	 
	 	 	 
	EXHIBITS:	 	 
	 	 	 
	Exhibit A 	—	Form of Assignment and Assumption
	Exhibit B 	—	Form of Borrowing Request
	Exhibit C-1 	—	Form of Borrowing Subsidiary Agreement
	Exhibit C-2 	—	Form of Borrowing Subsidiary Termination
	Exhibit D	—	Form of Compliance Certificate
	Exhibit E 	—	Form of Interest Election Request
	Exhibit F 	—	Form of Solvency Certificate
	Exhibit G-1	—	Form of U.S. Tax Compliance Certificate for Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes
	Exhibit G-2	—	Form of U.S. Tax Compliance Certificate for Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes
	Exhibit G-3	—	Form of U.S. Tax Compliance Certificate for Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes
	Exhibit G-4	—	Form of U.S. Tax Compliance Certificate for Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes



 



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REVOLVING CREDIT AGREEMENT dated
as of May 21, 2021, among SKYWORKS SOLUTIONS, INC., a Delaware corporation, the BORROWING SUBSIDIARIES party hereto, the LENDERS party
hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.


 


The parties hereto agree as
follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01. Defined Terms.
As used in this Agreement, the following terms have the meanings specified below:


 


“ABR”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate
determined by reference to the Alternate Base Rate.


 


“Accession Agreement”
has the meaning set forth in Section 2.19(a).


 


“Acquisition”
means any transaction, or series of related transactions, resulting, directly or indirectly, in the acquisition of (a) the Equity Interests
in a Person if, as a result of such acquisition, such Person shall become a Subsidiary of the Company (or shall be merged or consolidated
with or into the Company or any Subsidiary) or (b) all or substantially all the assets of any Person (or of any business unit, division,
product line or line of business of any Person).


 


“Acquisition
Indebtedness” means any Indebtedness of the Company or any Subsidiary that has been incurred for the purpose of financing,
in whole or in part, a Material Acquisition (including the IAB Acquisition) and any related transactions (including for the purpose
of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Persons or
assets to be acquired); provided that either (a) the release of the proceeds thereof to the Company and the Subsidiaries
is contingent upon the substantially simultaneous consummation of such Material Acquisition (and, if the definitive agreement for
such Material Acquisition is terminated prior to the consummation of such Material Acquisition, or if such Material Acquisition is
otherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of
or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive
documentation are required to be, promptly applied to satisfy and discharge all obligations of the Company and the Subsidiaries in
respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or a
similar provision) if such Material Acquisition is not consummated by the date specified in the definitive documentation evidencing,
governing the rights of the holders of or otherwise relating to such Indebtedness (and, if the definitive agreement for such
Material Acquisition is terminated prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise
not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or
similar) provision is required to be, redeemed or otherwise satisfied and discharged within 90 days of such termination or such
specified date, as the case may be).


 






    


    2


    

 


“Adjusted LIBO Rate”
means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate
for such Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as the administrative agent hereunder and under the other Loan Documents, and its successors
in such capacity as provided in Article VIII. Unless the context requires otherwise, the term “Administrative Agent” shall
include any Affiliate of JPMorgan through which JPMorgan shall perform any of its obligations in such capacity hereunder and under the
other Loan Documents.


 


“Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


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


 


“Aggregate Commitment”
means, at any time, the sum of the Commitments of all the Lenders at such time.


 


“Aggregate Revolving
Exposure” means, at any time, the sum of the Revolving Exposures of all the Lenders at such time.


 


“Agreement”
means this Revolving Credit Agreement.


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day; (b) the NYFRB Rate in
effect on such day plus 1⁄2 of 1% per annum; and (c) the Adjusted LIBO Rate on such day (or if such day is not a Business
Day, the immediately preceding Business Day) for a deposit in US Dollars with a maturity of one month plus 1%. For purposes of
clause (c) above, the Adjusted LIBO Rate on any day shall be based on the LIBO Screen Rate at approximately 11:00 a.m., London time, on
such day for deposits in US Dollars with a maturity of one month (or, if the LIBO Screen Rate is not available for a maturity of one month
but is available for periods both longer and shorter than such period, the Interpolated Screen Rate as of such time); provided
that (i) if such rate shall be less than zero, such rate shall be deemed to be zero and (ii) if such rate shall not be available, such
rate shall be deemed to be zero. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted
LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO
Rate, as the case may be.


 






    


    3


    

 





“Ancillary Document”
has the meaning set forth in Section 9.06(b).


 


“Anti-Corruption Laws”
means the United States Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq. and all other laws,
rules, and regulations of any jurisdiction applicable to the Company or any of its Subsidiaries from time to time concerning or relating
to bribery, corruption or money laundering.


 


“Applicable Creditor”
has the meaning set forth in Section 9.18(b).


 


“Applicable Percentage”
means, at any time, with respect to any Lender, the percentage of the Aggregate Commitment represented by such Lender’s Commitment
at such time. If all the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments
most recently in effect, giving effect to any assignments.


 


“Applicable Rate”
means, for any day, with respect to any ABR Loan or any Eurocurrency Loan, or with respect to the commitment fees payable hereunder, the
rate per annum set forth in the table below under the caption “ABR Loans Spread”, “Eurocurrency Loans Spread”
or “Commitment Fee Rate”, as the case may be, in each case, based upon the Ratings by Moody’s, S&P and Fitch, respectively,
applicable on such day.


 


	 	Ratings

(Moody’s/S&P/Fitch)	ABR Loans Spread	Eurocurrency Loans Spread	Commitment Fee Rate
	Category 1	Equal to or higher than

Baa1 / BBB+ / BBB+	0.125%	1.125%	
     

    0.100%

	Category 2	Baa2 / BBB / BBB	0.250%	1.250%	0.125%
	Category 3	Baa3 / BBB- / BBB-	0.375%	1.375%	0.175%
	Category 4	Ba1 / BB+ / BB+	0.625%	1.625%	0.225%
	Category 5	Equal to or lower than

Ba2 / BB / BB	1.000%	2.000%	
     

    0.275%



 


For purposes of the
foregoing, (a) if any of S&P, Moody’s or Fitch shall not have in effect a Rating (other than by reason of the
circumstances referred to in the last sentence of this paragraph), then (i) if only one rating agency shall not have in effect
a Rating, the applicable Category shall be determined by reference to the remaining two effective Ratings, (ii) if two rating
agencies shall not have in effect a Rating, one of such rating agencies shall be deemed to have in effect a Rating in Category 5 and
the applicable Category shall be determined by reference to such deemed Rating and the remaining effective Rating and (iii) if
no rating agency shall have in effect a Rating, then Category 5 shall apply, (b) if the Ratings in effect or deemed to be in
effect shall fall within different Categories, then (i) if three Ratings are in effect, then either (x) if two of the
three Ratings are in the same Category, such Category shall apply or (y) if all three of the Ratings are in different
Categories, then the Category corresponding to the middle Rating shall apply and (ii) if only two Ratings are in effect or
deemed to be in effect, the applicable Category shall be the Category in which the higher of the Ratings shall fall unless the
Ratings differ by two or more Categories, in which case the applicable Category shall be the Category one level below that
corresponding to the higher Rating and (c) if any Rating shall be changed (other than as a result of a change in the rating
system of the applicable rating agency), such change shall be effective as of the date on which it is first publicly announced by
the applicable rating agency making such change, irrespective of when notice of such change shall have been furnished by the Company
to the Administrative Agent and the Lenders. Each change in the Category for any Rating shall apply during the period commencing on
the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the
rating system of any of Moody’s, S&P or Fitch shall change, or if such rating agency shall cease to be in the business of
rating corporate debt obligations and corporate credit, the Company and the Required Lenders shall negotiate in good faith to amend
this definition to reflect such changed rating system or the unavailability of Ratings from such rating agency and, pending the
effectiveness of any such amendment, the Rating used to determine the Applicable Rate shall be deemed to be that most recently in
effect from such rating agency prior to such change or cessation.


 






    


    4


    

 


“Approved Electronic
Platform” has the meaning set forth in Section 8.03(a).


 


“Approved Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in commercial loans and similar
extensions of credit in the ordinary course of its activities and 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 JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank USA and Wells Fargo Securities, LLC, in their
capacities as joint lead arrangers and joint bookrunners for the credit facility established hereunder.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an Eligible Assignee, with the consent of any Person whose consent is
required by Section 9.04, and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the
Administrative Agent.


 


“Assumption Agreement”
has the meaning set forth in Section 6.04(a).


 


“Attributable
Debt” means, with respect to any Sale/Leaseback Transaction, the present value (discounted at the rate set forth or
implicit in the terms of the lease included in such Sale/Leaseback Transaction) of the total obligations of the lessee for rental
payments (other than amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments, utilities,
operating and labor costs and other items that do not constitute payments for property rights) during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended). In the case of any
lease that is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of the Attributable Debt
determined assuming termination on the first date such lease may be terminated (in which case the Attributable Debt shall also
include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first
date upon which it may be so terminated) or the Attributable Debt determined assuming no such termination.


 






    


    5


    

 


“Availability Date”
means the date, on or after the Effective Date, on which the conditions specified in Section 4.02 are satisfied (or waived in accordance
with Section 9.02).


 


“Availability Period”
means the period from and including the Availability Date to but excluding the earlier of the Maturity Date and the date of termination
of the Commitments.


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or
payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length
of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark
that is then-removed from the definition of “Interest Period” pursuant to Section 2.11(b)(v).


 


“Backstopped Letter
of Credit” has the meaning set forth in Section 2.20(c).


 


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


 


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


 


“Bankruptcy
Event” means, with respect to any Person, that such Person has become the subject of a voluntary or involuntary bankruptcy
or insolvency proceeding, or has had a receiver, liquidator, conservator, trustee, administrator, custodian, assignee for the
benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the
good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval
of or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect
thereof; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of
any ownership interest, in such Person by a Governmental Authority; provided, however, that such ownership interest
does not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or from
the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject,
repudiate, disavow or disaffirm any agreements made by such Person.


 






    


    6


    

 


“Benchmark”
means, initially, LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-In Election,
as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO Rate or the then-current Benchmark, then
 “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior
benchmark rate pursuant to Section 2.11(b)(i) or (b)(ii).


 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
(in consultation with the Company) for the applicable Benchmark Replacement Date:


 


(a) the sum of: (i) Term SOFR
and (ii) the related Benchmark Replacement Adjustment;


 


(b) the sum of: (i) Daily Simple
SOFR and (ii) the related Benchmark Replacement Adjustment; and


 


(c) the sum of: (i) the alternate
benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for the then-current Benchmark for
the applicable Corresponding Tenor giving due consideration to (x) any selection or recommendation of a replacement benchmark rate or
the mechanism for determining such a rate by the Relevant Governmental Body or (y) any evolving or then-prevailing market convention for
determining a benchmark rate as a replacement for the then-current Benchmark for US Dollar-denominated syndicated credit facilities at
such time and (ii) the related Benchmark Replacement Adjustment;


 


provided that, in the
case of clause (a), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate
from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, notwithstanding
anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the
delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and
shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause
(a) of this definition (subject to the first proviso above). If the Benchmark Replacement as determined pursuant to clause (a), (b) or
(c) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and
the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 






    


    7


    

 


(a) for purposes of clauses
(a) and (b) of the definition of “Benchmark Replacement”, the first alternative set forth in the order below that can be determined
by the Administrative Agent (in consultation with the Company):


 


(i) the spread adjustment,
or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference
Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental
Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;


 


(ii) the spread
adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such
Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon
an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(b) for purposes of clause (c)
of the definition of “Benchmark Replacement”, the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Company for
the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method
for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for US Dollar-denominated syndicated credit facilities;


 


provided that, in the
case of clause (a) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement
Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Alternate Base Rate”, the definition of “Business
Day”, the definition of “Interest Period”, timing and frequency of determining rates and making payments of
interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the
applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent
decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and
to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if
the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the
Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other
manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this
Agreement and the other Loan Documents).


 






    


    8


    

 


“Benchmark Replacement
Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


(a) in the case of clause (a)
or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication
of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used
in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);


 


(b) in the case of clause (c)
of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced
therein;


 


(c) in the case of a Term SOFR
Transition Event, the date that is 30 days after the date a Term SOFR Notice is provided to the Lenders and the Company pursuant to Section
2.11(b)(ii); or


 


(d) in the case of an Early
Opt-In Election, the sixth Business Day after the date notice of such Early Opt-In Election is provided to the Lenders, so long as the
Administrative Agent has not received, by 5:00 p.m., New York City time, on the fifth Business Day after the date notice of such Early
Opt-In Election is provided to the Lenders, written notice of objection to such Early Opt-In Election from Lenders comprising the Required
Lenders.


 


For the avoidance of doubt,
(i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in
respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination
and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect
to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(a) a public statement or
publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the
calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


 






    


    9


    

  


(b) a public statement or publication
of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation
thereof), the Board of Governors, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such
component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity
with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator
of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof)
permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that
will continue to provide any Available Tenor of such Benchmark (or such component thereof); or


 


(c) a public statement or publication
of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation
thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.


 


For the avoidance of doubt,
a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication
of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component
used in the calculation thereof).


 


“Benchmark Unavailability
Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses (a) or
(b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes
hereunder and under any Loan Document in accordance with Section 2.11(b) and (b) ending at the time that a Benchmark Replacement
has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.11(b).


 


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


 


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


 


“Benefit Plan”
means (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to 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”.


 


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


 






     


    10 


    

 


“Bona Fide Debt Fund”
means any debt fund, investment vehicle, regulated bank entity or unregulated lending entity that is engaged primarily in making, purchasing,
holding or otherwise investing in loans, bonds and similar extensions of credit in the ordinary course of business for financial investment
purposes and with respect to which no personnel involved with the investment in the relevant competitor of the Company or any Subsidiary,
or the management, control or operation thereof, directly or indirectly, possesses the power to direct the investment policies of such
fund, vehicle or entity.


 


“Borrowers”
means the Company and the Borrowing Subsidiaries.


 


“Borrowing”
means Loans of the same Type made, converted or continued on the same date and to the same Borrower and, in the case of Eurocurrency Loans,
as to which a single Interest Period is in effect.


 


“Borrowing Request”
means a request by or on behalf of the applicable Borrower for a Borrowing in accordance with Section 2.03, which shall be in the
form of Exhibit B or any other form approved by the Administrative Agent acting reasonably.


 


“Borrowing Subsidiary”
means each Subsidiary that has become a Borrowing Subsidiary as provided in Section 2.21, in each case other than any Subsidiary that
has ceased to be a Borrowing Subsidiary as provided in such Section.


 


“Borrowing Subsidiary
Agreement” means a Borrowing Subsidiary Agreement duly executed by the Company and the applicable Subsidiary and substantially
in the form of Exhibit C-1, with such modifications to such form as may be reasonably approved by the Administrative Agent and
the Company.


 


“Borrowing Subsidiary
Termination” means a Borrowing Subsidiary Termination duly executed by the Company and substantially in the form of Exhibit
C-2, with such modifications to such form as may be reasonably approved by the Administrative Agent and the Company.


 


“Bridge Facility”
means a senior unsecured 364-day bridge loan facility of the Company, in an aggregate principal amount of up to US$1,000,000,000, to be
established in connection with the IAB Acquisition.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “Business Day” shall also
exclude any day on which banks are not open for dealings in US Dollar deposits in the London interbank market.


 


“Capital Lease
Obligations” of any Person means, subject to Section 1.04(a), the obligations of such Person to pay rent or other amounts
under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP; and the
amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. For purposes of
Section 6.02, a Capital Lease Obligation shall be deemed to be secured by a Lien on the property being leased and such property
shall be deemed to be owned by the lessee.


 






     


    11 


    

 


A “Change in Control”
shall be deemed to have occurred if (a) any Person or group of Persons shall have acquired beneficial ownership (within the meaning
of Section 13(d) or 14(d) of the Exchange Act and the applicable rules and regulations thereunder) of more than 40% of the outstanding
Voting Stock in the Company, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company
by persons who were not (i) directors of the Company on the date of this Agreement or nominated, appointed or approved for consideration
by shareholders for election by the board of directors of the Company or (ii) appointed by directors so nominated, appointed or approved
or (c) a “change in control” (or similar event, however denominated), under and as defined in any indenture or other
agreement or instrument evidencing or governing the rights of the holders of any Material Indebtedness of the Company or any Subsidiary,
shall have occurred with respect to the Company.


 


“Change in Law”
means the occurrence, after the date of this Agreement, 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, promulgated or issued.


 


“Charges”
has the meaning set forth in Section 9.13.


 


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


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit, expressed
as an amount representing the maximum permitted amount of such Lender’s Revolving Exposure hereunder, as such commitment may be
(a) reduced from time to time pursuant to Section 2.06, (b) increased from time to time pursuant to Section 2.19 and (c) reduced
or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each
Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or the Accession Agreement pursuant
to which such Lender shall have assumed or provided its Commitment, as applicable. The initial aggregate amount of the Lenders’
Commitments is US$750,000,000.


 


“Commitment Increase”
has the meaning set forth in Section 2.19(b).


 






     


    12 


    

 


“Commitment Letter”
means the Commitment Letter dated April 22, 2021, by and between the Company and JPMorgan Chase Bank, N.A., relating to, among other
things, the credit facility established hereunder.


 


“Commitment Termination
Date” means the earlier to occur of (a) the valid termination of the IAB Acquisition Agreement in accordance with the terms
thereof and (b) the Maturity Date; provided that in the event the Availability Date shall not have occurred on or prior to the earlier
of (i) immediately following the consummation of the IAB Acquisition and (ii) October 22, 2021, the term “Commitment Termination
Date” shall mean the earlier of clauses (i) and (ii) above.


 


“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Borrower
pursuant to any Loan Document or the transactions contemplated therein that is distributed by or to the Administrative Agent, any Lender
or any Issuing Bank by means of electronic communications pursuant to Section 9.01, including through the Approved Electronic Platform.


 


“Company”
means Skyworks Solutions, Inc., a Delaware corporation, and any successor thereto permitted under Section 6.04(a)(ii).


 


“Compliance Certificate”
means a Compliance Certificate in the form of Exhibit D or any other form approved by the Administrative Agent.


 


“Confidential Information
Memorandum” means the Confidential Information Memorandum dated April 2021, relating to the Company and the Financing Transactions.


 


“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 EBITDA”
means, for any period, Consolidated Net Income for such period, plus


 


(a) without duplication and
to the extent deducted in determining such Consolidated Net Income, the sum for such period of:


 


(i) consolidated
interest expense (including imputed interest expense in respect of Capital Lease Obligations);


 


(ii) consolidated
income tax expense;


 


(iii) depreciation
and amortization expense;


 






     


    13 


    

 


(iv) non-cash
charges or losses, including stock option and other equity-based compensation charges, impairment charges and any write-offs or
write-downs of assets, but excluding (A) any non-cash charge that results from an accrual of a reserve for cash charges to be taken
in any future period, (B) an amortization of a prepaid cash expense that was paid and not expensed in a prior period or (C)
write-down or write-off with respect to accounts receivable (including any addition to bad debt reserves or bad debt expense);


 


(v) extraordinary
charges or losses;


 


(vi) unusual or
non-recurring charges or losses;


 


(vii) (A) restructuring
charges or losses, (B) transition, integration and similar charges and losses related to Acquisitions and Dispositions and (C) charges
and losses in connection with the consolidation, exit and/or abandonment of facilities, in each case, including retention and severance
costs, costs of relocation of employees, systems establishment costs and contract termination costs, including future lease commitments;


 


(viii) transaction
fees, costs and expenses, or any amortization thereof, incurred in connection with the Transactions;


 


(ix) any transaction
fees, costs or expenses, or any amortization thereof, relating to any Acquisition or joint venture investment, Disposition, issuance of
Equity Interests, recapitalization or the incurrence, prepayment, amendment, modification, restructuring or refinancing of Indebtedness
(including the Loans), in each case, whether or not consummated;


 


(x) any earn-out
or similar contingent consideration payments actually made to sellers during such period in connection with any Acquisition, and any losses
for such period arising from the remeasurement of the fair value of any liability recorded with respect to any earn-out or similar contingent
consideration arising from any Acquisition;


 


(xi) any unrealized
losses attributable to the application of “mark to market” accounting in respect of Hedging Agreements;


 


(xii) any net after-tax
loss attributable to the early extinguishment of Indebtedness or obligations under Hedging Agreements;


 


(xiii) any currency
translation losses relating to currency hedges or remeasurements of Indebtedness; and


 


(xiv) the cumulative
effect for such period of a change in accounting principles;


 


provided that the aggregate
amount added back pursuant to clauses (vi), (vii) and (ix) above for any period may not exceed 10.0% of Consolidated EBITDA for such period
(calculated without giving effect to such addbacks); minus


 






     


    14 


    

 


(b) without duplication and
to the extent included in determining such Consolidated Net Income, the sum for such period of:


 


(i)            any
non-cash gains or items of income (other than the accrual of revenue), but excluding any such items in respect of which cash was received
in a prior period or will be received in a future period;


 


(ii)           extraordinary,
unusual or nonrecurring gains or items of income;


 


(iii)          any
gains for such period arising from the remeasurement of the fair value of any liability recorded with respect to any earn-out or similar
contingent consideration arising from any Acquisition;


 


(iv)          any
unrealized gains attributable to the application of “mark to market” accounting in respect of Hedging Agreements;


 


(v)           any
net after-tax gain attributable to the early extinguishment of Indebtedness or obligations under Hedging Agreements;


 


(vi)          any
currency translation gains relating to currency hedges or remeasurements of Indebtedness; and


 


(vii)         the cumulative
effect for such period of a change in accounting principles;


 


provided that Consolidated EBITDA shall
be calculated so as to exclude the effect of any gain or loss that represents after-tax gains or losses attributable to any Disposition.
For the purposes of calculating Consolidated EBITDA for any period, if at any time during such period the Company or any Subsidiary shall
have made a Material Acquisition or a Material Disposition, Consolidated EBITDA for such period shall be determined giving pro forma effect
thereto in accordance with Section 1.04(b).


 


“Consolidated Net Income”
means, for any period, the net income (or loss) of the Company and its consolidated Subsidiaries for such period, determined in accordance
with GAAP.


 


“Consolidated Net Tangible
Assets” means, at any date, (a) total assets of the Company and the Subsidiaries (minus applicable reserves) determined on a
consolidated basis in accordance with GAAP minus (b) the sum of (i) current liabilities of the Company and the Subsidiaries, except
for current maturities of long-term Indebtedness and Capital Lease Obligations, and (ii) goodwill and other intangible assets of the Company
and the Subsidiaries, in each case determined on a consolidated basis in accordance with GAAP, all as reflected in the consolidated financial
statements of the Company most recently delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the first delivery of such financial
statements, the most recent consolidated financial statements of the Company referred to in Section 3.04(a)).


 






     


    15 


    

 


“Consolidated Total
Indebtedness” means, as of any date of determination, (a) the sum, without duplication, of (i) Indebtedness for borrowed money,
including the Loans, (ii) Indebtedness evidenced by bonds, debentures, notes or other similar instruments, (iii) Capital Lease Obligations
and (iv) purchase money Indebtedness, in each case, of the Company and the Subsidiaries on a consolidated basis, and (b) the aggregate
amount of all Securitizations of the Company and the Subsidiaries; provided that, for purposes of determining Consolidated Total
Indebtedness at any time after the definitive agreement for any Material Acquisition (including the IAB Acquisition) shall have been executed,
any Acquisition Indebtedness with respect to such Material Acquisition shall, unless such Material Acquisition has been consummated, be
disregarded.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, or the dismissal
or appointment of the management, of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling”
and “Controlled” have meanings correlative thereto.


 


“Corresponding Tenor”
with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately
the same length (disregarding business day adjustment) as such Available Tenor.


 


“Credit Party”
means the Administrative Agent, each Lender and each Issuing Bank.


 


“Daily Simple SOFR”
means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent
in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily
Simple SOFR” for business loans; provided that if the Administrative Agent decides that any such convention is not administratively
feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.


 


“Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, examinership, court protection,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief
laws of the United States or any other jurisdiction from time to time in effect and affecting the rights of creditors generally.


 


“Default”
means any event or condition that constitutes, or upon notice, lapse of time or both would constitute, an Event of Default.


 






     


    16 


    

 


“Defaulting
Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, (i) to
fund any portion of its Loans, (ii) to fund any portion of its participations in Letters of Credit or (iii) to pay to any Credit
Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the
Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition
precedent to funding (specifically identified in such writing, including, if applicable, by reference to a specific Default) has not
been satisfied, (b) has notified a Borrower or any Credit Party in writing, or has made a public statement to the effect, that it
does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public
statement indicates that such position is based on such Lender’s good-faith determination that a condition precedent
(specifically identified in such writing, including, if applicable, by reference to a specific Default) to funding a Loan cannot be
satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days
after written request by the Administrative Agent, an Issuing Bank or the Company made in good faith, to provide a certification in
writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such
obligations as of the date of such certification) to fund prospective Loans and participations in then outstanding Letters of
Credit; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the
Administrative Agent’s, such Issuing Bank’s or the Company’s, as applicable, receipt of such certification in form
and substance satisfactory to it, or (d) has become, or is a subsidiary of a Person that has become, the subject of a Bankruptcy
Event or a Bail-In Action.


 


“Disposition”
means any sale, transfer or other disposition, or series of related sales, transfers, or dispositions (including pursuant to any merger
or consolidation or a similar transaction), of property that constitutes (a) assets comprising all or substantially all the assets of
any Person (or of any business unit, division, product line or line of business, or any other material portion of the assets, of any Person)
or (b) all or substantially all of the Equity Interests in a Person.


 


“Disqualified Lenders”
means (a) any Person that is determined by the Company to be a competitor of the Company or the Subsidiaries and that the Company
has identified, by name, in writing to the Administrative Agent from time to time on or after the Effective Date and (b) Affiliates
of any Person described in clause (a) above (other than Bona Fide Debt Funds) if such Affiliates are identified, by name, by the Company
in writing to the Administrative Agent from time to time on or after the Effective Date or are otherwise clearly identifiable as an Affiliate
of such Person based solely on the similarity of such Affiliate’s name to the name of such Person, it being understood and agreed
that (i) the foregoing provisions shall not apply retroactively to any Person if such Person shall have previously acquired an assignment
or participation interest (or shall have previously entered into a trade therefor) prior thereto, but shall disqualify such Person from
taking any further assignment or participation thereafter and (ii) each written supplement shall become effective two Business Days
after delivery thereof to the Administrative Agent via email to JPMDQ Contact@jpmorgan.com.


 


“Dividing Person”
has the meaning set forth in Section 1.06.


 


“Division”
has the meaning set forth in Section 1.06.


 


“Documentation Agents”
means Barclays Bank PLC, BNP Paribas, Mizuho Bank, Ltd., MUFG Bank, Ltd. and Truist Bank, in their capacity as documentation agents with
respect to the credit facility established hereunder.


 






     


    17 


    

 


“Domestic Subsidiary”
means any subsidiary of the Company incorporated or organized under the laws of the United States, any state thereof or the District of
Columbia.


 


“Early Opt-In Election”
means, if the then-current Benchmark is LIBO Rate, the occurrence of:


 


(a) a notification by the Administrative
Agent to (or the request by the Company to the Administrative Agent to notify) each of the other parties hereto that at least five currently
outstanding US Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed)
a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities
are identified in such notice and are publicly available for review); and


 


(b) the joint election by the
Administrative Agent and the Company to trigger a fallback from LIBO Rate and the provision by the Administrative Agent of written notice
of such election to the Lenders.


 


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA
Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of any Person described in clause (a) above
or (c) any entity established in an EEA Member Country that is a subsidiary of any Person described in clause (a) or (b) above 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.


 


“Effective Date”
means the date on which the conditions set forth in Section 4.01 are satisfied (or waived in accordance with Section 9.02).


 


“Electronic Signature”
means an electronic signature, sound, symbol or process attached to, or associated with, a contract or other record and adopted by a Person
with the intent to sign, authenticate or accept such contract or record.


 


“Eligible Assignee”
means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than, in each case, 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, a Disqualified Lender, the Company or any Subsidiary or other Affiliate of the Company.


 






     


    18 


    

 


“Environmental Laws”
means all rules, regulations, codes, ordinances, judgments, orders, decrees, directives, laws, injunctions or binding agreements issued,
promulgated or entered into by or with any Governmental Authority and relating in any way to pollution or protection of the environment,
to preservation or reclamation of natural resources, to the management, Release or threatened Release or the classification, registration,
disclosure, export or import of any toxic or hazardous material, substance or waste or to related health or safety matters.


 


“Environmental Liability”
means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise (including any liability for damages, costs
of environmental remediation, fines, penalties and indemnities), directly or indirectly resulting from or based upon (a) any violation
of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Material,
(c) any exposure to any Hazardous Material, (d) the Release or threatened Release of any Hazardous Material or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests, beneficial interests or other ownership interests, whether
voting or nonvoting, in, or interests in the income or profits of, a Person, and any warrants, options or other rights entitling the holder
thereof to purchase or acquire any of the foregoing (other than, prior to the date of conversion, Indebtedness that is convertible into
any such Equity Interests).


 


“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) that, together with the Company or any Subsidiary, is treated as a single employer
under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code,
is treated as a single employer under Section 414(m) or 414(o) of the Code.


 


“ERISA
Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived), (b) any
failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302
of ERISA) applicable to such Plan, in each case whether or not waived, (c) the filing pursuant to Section 412(c) of the
Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) a
determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA
or Section 430(i)(4) of the Code), (e) the incurrence by the Company or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan, (f) the receipt by the Company or any of its ERISA
Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint
a trustee to administer any Plan, (g) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to
the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, (h) the receipt by the Company or any of its ERISA
Affiliates of any notice, or the receipt by any Multiemployer Plan from the Company or any of its ERISA Affiliates of any notice,
concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent,
within the meaning of Title IV of ERISA, or in endangered or critical status, within the meaning of Section 305 of ERISA,
(i) the occurrence of a “prohibited transaction” with respect to which the Company or any Subsidiary is a
 “disqualified person” (within the meaning of Section 4975 of the Code) or a “party in interest” (within the
meaning of Section 406 of ERISA) with respect to which the Company or any such Subsidiary could otherwise be liable or (j) a Foreign
Benefit Event.


 






     


    19 


    

 


“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.


 


“Eurocurrency”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at
a rate determined by reference to the Adjusted LIBO Rate.


 


“Events of Default”
has the meaning set forth in Article VII.


 


“Exchange Act”
means the United States Securities Exchange Act of 1934.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,
(i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender,
its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other
Connection Taxes, (b) with respect to any Loan or Commitment made to a U.S. Borrower, 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 such Loan or Commitment (other than pursuant to an assignment
request by the Company under Section 2.16(b)) or (ii) such Lender changes its lending office, except in each case to the extent that,
pursuant to Section 2.14, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such
Lender acquired the applicable interest in such Loan or Commitment or to such Lender immediately before it changed its lending office,
(c) Taxes attributable to such Recipient’s failure to comply with Section 2.14(f) and (d) any Taxes imposed under FATCA; provided
that, for the avoidance of doubt, for purposes of clause (b)(i), in the case of an interest in a Loan acquired pursuant to the funding
of a Commitment, such Lender shall be treated as acquiring such interest on the date such Lender acquired an interest in the Commitment
pursuant to which such Loan was funded.


 


“Existing Maturity
Date” has the meaning set forth in Section 2.18(a).


 






     


    20 


    

 


“Extending Lender”
has the meaning set forth in Section 2.18(b).


 


“Extension”
has the meaning set forth in Section 2.18(a).


 


“Extension Closing
Date” has the meaning set forth in Section 2.18(b).


 


“Extension Notice”
has the meaning set forth in Section 2.18(a).


 


“FATCA” means
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantially comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements
entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices adopted
pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the
Code.


 


“Federal Funds Effective
Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary
institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the
next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if such rate shall be less than zero,
such rate shall be deemed to be zero.


 


“Fee Letters”
means, collectively, the Arranger Fee Letter and the Administrative Agent Fee Letter, in each case, dated April 22, 2021, relating
to the credit facility established hereunder, by and between the Company and JPMorgan Chase Bank, N.A.


 


“Financial Officer”
means, with respect to any Person, the chief financial officer, vice president, principal accounting officer, treasurer or controller
of such Person.


 


“Financing Transactions”
means the execution, delivery and performance by the Borrowers of the Loan Documents to which they are a party, the borrowing of Loans
and the issuance of Letters of Credit hereunder and the use of the proceeds thereof.


 


“Fitch” means
Fitch Ratings, Inc., and any successor to its rating agency business.


 


“Floor” means
the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment
or renewal of this Agreement or otherwise) with respect to LIBO Rate.


 


“Foreign Benefit
Event” means, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount
permitted under any applicable law, (b) the failure to make the required contributions or payments, under any applicable law, on or
before the due date for such contributions or payments, (c) the receipt of a notice by a Governmental Authority relating to the
termination of any such Foreign Plan or the appointment of a trustee or similar official to administer any such Foreign Plan, (d)
the incurrence of any liability by the Company or any Subsidiary under any applicable law on account of the complete or partial
termination of such Foreign Plan or the complete or partial withdrawal of any participating employer therein or (e) the occurrence
of any transaction that is prohibited under any applicable law and that would reasonably be expected to result in the incurrence of
any material liability by the Company or any Subsidiary.


 






     


    21 


    

 


“Foreign Lender”
means a Lender that is not a U.S. Person.


 


“Foreign Plan”
means each “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained or contributed to by the Company
or any of its Subsidiaries outside the United States with respect to which the Company or any of its Subsidiaries could have any actual
or contingent liability, other than a Plan.


 


“Foreign Borrowing
Subsidiary” means any Borrowing Subsidiary that is a Foreign Subsidiary.


 


“Foreign Subsidiary”
means any subsidiary of the Company that is not a Domestic Subsidiary.


 


“GAAP” means,
subject to Section 1.04(a), generally accepted accounting principles in the United States of America as in effect from time to time.


 


“Governmental Approvals”
means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports to, Governmental
Authorities.


 


“Governmental Authority”
means the government of the United States of America or any other nation or any political subdivision of any thereof, 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 any supra-national body exercising such powers
or functions, such as the European Union or the European Central Bank).


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor
guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or
indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase
(or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty or a
similar instrument issued to support such Indebtedness; provided that the term “Guarantee” shall not include
endorsements for collection or deposit in the ordinary course of business. The amount, as of any date of determination, of any
Guarantee shall be the principal amount outstanding on such date of the Indebtedness or other obligation guaranteed thereby (or, in
the case of (i) any Guarantee the terms of which limit the monetary exposure of the guarantor or (ii) any Guarantee of an obligation
that does not have a principal amount, the maximum monetary exposure as of such date of the guarantor under such Guarantee (as
determined, in the case of clause (i), pursuant to such terms or, in the case of clause (ii), reasonably and in good faith by a
Financial Officer of the Company)).


 






     


    22 


    

 


“Guaranteed Obligations”
means (a) the due and punctual payment by the Borrowing Subsidiaries of (i) the principal of and premium, if any, and interest (including
interest accruing, at the rate specified herein, during the pendency of any proceeding under any Debtor Relief Law, regardless of whether
allowed or allowable in such proceeding) on all Loans made to the Borrowing Subsidiaries, when and as due, whether at maturity, by acceleration,
upon one or more dates set for prepayment or otherwise, and (ii) each payment required to be made by any Borrowing Subsidiary under any
Loan Document in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of LC Disbursements,
interest thereon (including interest accruing, at the rate specified herein, during the pendency of any proceeding under any Debtor Relief
Law, regardless of whether allowed or allowable in such proceeding) and obligations to provide cash collateral, and (b) the due and punctual
payment or performance by the Borrowing Subsidiaries of all other monetary obligations under this Agreement or any other Loan Document,
including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations accruing, at the rate specified herein or therein, or incurred during the pendency of any proceeding under any Debtor Relief
Law, regardless of whether allowed or allowable in such proceeding).


 


“Hazardous Materials”
means all explosive, radioactive, hazardous or toxic materials, substances, wastes, contaminants or pollutants, including petroleum or
petroleum distillates or by-products, asbestos or asbestos-containing materials, lead-based paint, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.


 


“Hedging Agreement”
means any agreement with respect to any swap, forward, future or derivative transaction, or any option or similar agreement, involving,
or settled by reference to, one or more rates, currencies, commodities, prices of equity or debt securities or instruments, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value, or any similar transaction or combination of
the foregoing transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided
by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Hedging Agreement. The
amount of the obligations of the Company or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate
amount (giving effect to any netting agreements) that the Company or such Subsidiary would be required to pay if such Hedging Agreement
were terminated at such time.


 


“IAB Acquisition”
means the acquisition by the Company, directly or indirectly, of the assets, and the assumption by the Company, directly or indirectly,
of the liabilities, in each case, identified in, and pursuant to, the IAB Acquisition Agreement.


 






     


    23 


    

 


“IAB Acquisition Agreement”
means the Asset Purchase Agreement dated as of April 22, 2021, by and between Silicon Laboratories Inc., a Delaware corporation,
and the Company, together with the exhibits and schedules thereto, the disclosure schedules referred to therein, the ancillary agreements
referred to therein and all related documents.


 


“IAB Acquisition Agreement
Representations” means the representations and warranties made by Silicon Laboratories Inc. in the IAB Acquisition Agreement
as are material to the interests of the Lenders (in their capacities as such), but only to the extent that the Company (or any of its
Affiliates) has the right to terminate its (or its Affiliate’s) obligations under the IAB Acquisition Agreement or the right to
elect not to consummate the IAB Acquisition as a result of any inaccuracy of such representations and warranties in the IAB Acquisition
Agreement.


 


“IAB Material Adverse
Effect” has the meaning assigned to the term “Material Adverse Effect” in the IAB Acquisition Agreement as in effect
on the Signing Date.


 


“IBA” has
the meaning set forth in Section 1.05.


 


“Increase Effective
Date” has the meaning set forth in Section 2.19(a).


 


“Increasing Lender”
has the meaning set forth in Section 2.19(a).


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such Person (excluding trade accounts payable incurred in
the ordinary course of business), (d) all obligations of such Person in respect of the deferred purchase price of property or
services (excluding (i) current accounts payable incurred in the ordinary course of business, (ii) deferred compensation payable to
directors, officers, employees or consultants and (iii) any purchase price adjustment or earnout incurred in connection with an
Acquisition, except to the extent that the amount thereof becomes payable), (e) all Capital Lease Obligations of such Person,
(f) the maximum aggregate amount of all letters of credit and letters of guaranty in respect of which such Person is an account
party, (g) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (h) all
Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured
thereby has been assumed by such Person, (i) all Guarantees by such Person of Indebtedness of others and (j) all obligations of
such Person incurred under or in connection with a Securitization; provided that, notwithstanding the foregoing, obligations
of such Person arising under the Supply Chain Financing Arrangements solely as a result of a recharacterization of a sale by such
Person of accounts receivable as incurrence of debt shall not constitute Indebtedness. The Indebtedness of any Person shall include
the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person’s ownership interest in or other relationship with such other Person, except to
the extent the terms of such Indebtedness provide that such Person is not liable therefor.


 






     


    24 


    

 


“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 the Borrowers
under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“Indemnitee”
has the meaning set forth in Section 9.03(b).


 


“Information”
has the meaning set forth in Section 9.12.


 


“Initial Borrowings”
has the meaning set forth in Section 2.19(b).


 


“Interest Election
Request” means a request by or on behalf of the applicable Borrower to convert or continue a Borrowing in accordance with Section 2.05,
which shall be in the form of Exhibit E or any other form approved by the Administrative Agent.


 


“Interest Payment Date”
means (a) with respect to any ABR Loan, the last day of each March, June, September and December, and (b) with respect to any Eurocurrency
Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that
occurs at intervals of three months’ duration after the first day of such Interest Period.


 


“Interest Period”
means, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, three or six months thereafter (or such shorter or longer period as shall have
been consented to by each Lender participating in such Borrowing), as the applicable Borrower (or the Company on its behalf) may elect
hereunder; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which
case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period)
shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation
of such Borrowing.


 


“Interpolated
Screen Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period or clause (c) of the definition of
 “Alternate Base Rate”, a rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate)
determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) that results from
interpolating on a linear basis between (a) the LIBO Screen Rate for the longest maturity for which a LIBO Screen Rate is available
that is shorter than the applicable period and (b) the LIBO Screen Rate for the shortest maturity for which a LIBO Screen Rate is
available that is longer than the applicable period, in each case as of the time the Interpolated Screen Rate is otherwise required
to be determined in accordance with this Agreement; provided that if such rate would be less than zero, such rate shall be
deemed to be zero.


 






     


    25 


    

 






“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended
or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by
the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Issuing Bank”
means (a) JPMorgan Chase Bank, N.A., (b) Bank of America, N.A., (c) Citibank, N.A., (d) Goldman Sachs Bank USA, (e) Wells Fargo Bank,
National Association and (f) each Lender that shall have become an Issuing Bank hereunder as provided in Section 2.20(j) (other
than any Person that shall have ceased to be an Issuing Bank as provided in Section 2.20(k)), each in its capacity as an issuer of
Letters of Credit hereunder. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by branches
or Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such branch or Affiliate with
respect to Letters of Credit issued by such branch or Affiliate (it being agreed that such Issuing Bank shall, or shall cause such branch
or Affiliate to, comply with the requirements of Section 2.20 with respect to such Letters of Credit).


 


“Judgment Currency”
has the meaning set forth in Section 9.18(b).


 


“LC Commitment”
means, with respect to any Issuing Bank, the maximum permitted amount of the LC Exposure that may be attributable to Letters of Credit
issued by such Issuing Bank. The initial amount of each Issuing Bank’s LC Commitment is set forth on Schedule 2.20 or, in the case
of any Issuing Bank that becomes an “Issuing Bank” hereunder pursuant to Section 2.20(j), in the applicable written agreement
referred to in such Section, or, in each case, such other maximum permitted amount with respect to any Issuing Bank as may have been agreed
in writing (and notified in writing to the Administrative Agent) by such Issuing Bank and the Company.


 


“LC Disbursement”
means a payment made by an Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure”
means, at any time, the sum of (a) the aggregate amount of all Letters of Credit remaining available for drawing at such time and (b)
the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure
of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time, adjusted to give effect to any reallocation
under Section 2.17 of the LC Exposures of Defaulting Lenders in effect at such time.


 






     


    26 


    

 


“Lender-Related Person”
means the Administrative Agent (and any sub-agent thereof), each Arranger, each Syndication Agent, each Documentation Agent, each Lender
and each Issuing Bank, and each Related Party of any of the foregoing Persons.


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and
Assumption or an Accession Agreement, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment
and Assumption.


 


“Letter of Credit”
means any letter of credit issued pursuant to this Agreement, other than any such letter of credit that shall have ceased to be a “Letter
of Credit” outstanding hereunder pursuant to Section 9.05.


 


“Leverage Ratio”
means, on any date, the ratio of (a) Consolidated Total Indebtedness as of such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Company most recently ended on or prior to such date.


 


“Liabilities”
means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.


 


“LIBO Rate”
means, with respect to any Eurocurrency Borrowing for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time,
two business days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available
at such time for such Interest Period, then the LIBO Rate shall be the Interpolated Rate.


 


“LIBO Screen Rate”
means, with respect to any Eurocurrency Borrowing for any Interest Period or in respect of any determination of Alternate Base Rate pursuant
to clause (c) of the definition of such term, the London interbank offered rate as administered by ICE Benchmark Administration (or any
other Person that takes over the administration of such rate) for deposits in US Dollars for a period equal in length to the applicable
period as displayed on the Reuters screen that displays such rate (currently LIBOR01 or LIBOR02) (or, in the event such rate does not
appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be
selected by the Administrative Agent from time to time in its reasonable discretion); provided that if the LIBO Screen Rate as
so determined would be less than zero, such rate shall be deemed to be zero.


 


“Lien” means,
with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, charge in the nature of a security interest,
security interest or other encumbrance on, in or of such asset, and (b) the interest of a vendor or a lessor under any conditional
sale agreement or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing)
relating to such asset.


 


“Loan
Documents” means this Agreement, the Assumption Agreement (if any), any agreement with respect to a Commitment Increase
referred to in Section 2.19(a), each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination, any agreement
designating an additional Issuing Bank as contemplated by Section 2.20(j) and, except for purposes of Section 9.02, any
promissory notes delivered pursuant to Section 2.07(c).


 






     


    27 


    

 


“Loans” means
the loans made by the Lenders to the Borrowers pursuant to this Agreement.


 


“Mandatory Restrictions”
has the meaning set forth in Section 1.07.


 


“Material Acquisition”
means any Acquisition by the Company or any Subsidiary involving payment of consideration of US$300,000,000 or more.


 


“Material Adverse Effect”
means a material adverse effect on (a) the business, assets, liabilities, operations or financial condition of the Company and the
Subsidiaries, taken as a whole, (b) the ability of the Borrowers to perform their payment or other material obligations under the
Loan Documents or (c) the rights of or benefits available to the Lenders under the Loan Documents.


 


“Material Disposition”
means any Disposition by the Company or any Subsidiary involving receipt of consideration of US$300,000,000 or more.


 


“Material Indebtedness”
means Indebtedness (other than under the Loan Documents), or obligations in respect of one or more Hedging Agreements, of any one or more
of the Company and the Subsidiaries in an aggregate outstanding principal amount of US$200,000,000 or more. For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of the Company or any Subsidiary in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary
would be required to pay if such Hedging Agreement were terminated at such time.


 


“Material Subsidiary”
means each Subsidiary that is a “significant subsidiary” as defined in Regulation S-X of the Securities Act.


 


“Maturity Date”
means the fifth anniversary of the Availability Date, subject to extension pursuant to Section 2.18; provided that, if such date
is not a Business Day, the Maturity Date shall then be the immediately preceding Business Day.


 


“Maximum Rate”
has the meaning set forth in Section 9.13.


 


“MNPI” means
material information concerning the Company, any Subsidiary or any of their securities that has not been disseminated in a manner making
it available to investors generally, within the meaning of Regulation FD under the Securities Act and the Exchange Act. For purposes of
this definition, “material information” means information concerning the Company, the Subsidiaries or any of their securities
that could reasonably be expected to be material for purposes of the United States federal and state securities laws.


 


“Moody’s”
means Moody’s Investors Service, Inc., and any successor to its rating agency business.


 






     


    28 


    

 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


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


 


“Non-Extending Lender”
has the meaning set forth in Section 2.18(b).


 


“NYFRB” means
the Federal Reserve Bank of New York.


 


“NYFRB Rate”
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate
in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if
none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds
transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker of
recognized standing selected by it; provided, further, that if any of the foregoing rates as so determined would be less than zero,
such rate shall be deemed to be zero.


 


“NYFRB’s Website”
means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


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


 


“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 any Loan Document).


 


“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 2.16(b)).


 


“Overnight Bank Funding
Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed
banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s
Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.


 


“Participant Register”
has the meaning set forth in Section 9.04(c)(ii).


 






     


    29 


    

 


“Participants”
has the meaning set forth in Section 9.04(c)(i).


 


“Payment”
has the meaning set forth in Section 8.06(c)(i).


 


“Payment Notice”
has the meaning set forth in Section 8.06(c)(ii).


 


“PBGC” means
the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Permitted Liens”
means:


 


(a) Liens imposed by law
for Taxes that are not yet overdue by more than 30 days or are being contested in compliance with Section 5.04;


 


(b) carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s, landlord’s, bailee’s and other like Liens arising in the ordinary
course of business and securing obligations that are not overdue by more than 30 days or are being contested in good faith by appropriate
proceedings;


 


(c) pledges and deposits
made (i) in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security
or similar laws (other than any Lien imposed pursuant to Section 430(k) of the Code or Section 303(k) of ERISA or a violation of
Section 436 of the Code) and (ii) in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments
issued for the account of the Company or any Subsidiary in the ordinary course of business supporting obligations of the type set forth
in clause (i) above;


 


(d) pledges and deposits
made (i) to secure the performance of bids, tenders, trade contracts (other than for payment of Indebtedness), leases (other than Capital
Lease Obligations), statutory obligations (other than any Lien imposed pursuant to Section 430(k) of the Code or Section 303(k) of
ERISA or a violation of Section 436 of the Code), surety, customs, payment and appeal bonds, performance bonds and other obligations
of a like nature, in each case in the ordinary course of business and (ii) in respect of letters of credit, bank guarantees or similar
instruments issued for the account of the Company or any Subsidiary in the ordinary course of business supporting obligations of the type
set forth in clause (i) above;


 


(e) judgment Liens in respect
of judgments that do not constitute an Event of Default under clause (k) of Article VII or Liens securing appeal or other surety bonds
related to such judgments;


 


(f) easements, zoning restrictions,
rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure
any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct
of business of the Company and the Subsidiaries, taken as a whole;


 






     


    30 


    

 


(g) banker’s liens,
rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions and securities
accounts and other financial assets maintained with securities intermediaries;


 


(h) Liens arising by virtue
of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into
by the Company and the Subsidiaries in the ordinary course of business;


 


(i) Liens representing
any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee or sublessee, in the property
subject to any lease (other than Capital Lease Obligations), license or sublicense or concession agreement permitted by this Agreement;


 


(j) Liens in favor of customs
and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;


 


(k) Liens on specific items
of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances
or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory
or other goods in the ordinary course of business;


 


(l) deposits of cash with
the owner or lessor of premises leased and operated by the Company or any Subsidiary to secure the performance of its obligations under
the lease for such premises, in each case in the ordinary course of business;


 


(m) Liens that are contractual
rights of set-off;


 


(n) Liens on contracts
entered into with its customers by the Company or any of its Subsidiaries and the assets related thereto to secure the performance of
such contracts by the Company or such Subsidiary, in each case, in the ordinary course of business; and


 


(o) Liens arising out of
conditional sale, title retention, consignment or similar arrangements for the sale of goods, or in connection with any demonstration
or evaluation equipment, entered into by the Company or any Subsidiary in the ordinary course of business.


 


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


 


“Plan” means
any “employee pension benefit plan”, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), that is subject
to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the
Company or any of its ERISA Affiliates is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an
 “employer” as defined in Section 3(5) of ERISA.


 






     


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“Prime Rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall
Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board of Governors in Federal Reserve Statistical
Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any
similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Board of Governors (as determined
by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced
or quoted as being effective.


 


“Private Side Lender
Representatives” means, with respect to any Lender, representatives of such Lender that are not Public Side Lender Representatives.


 


“Proceeding”
means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory proceeding.


 


“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 Side Lender
Representatives” means, with respect to any Lender, representatives of such Lender that do not wish to receive MNPI.


 


“Qualified Material
Acquisition” means any Acquisition by the Company or any of the Subsidiaries that involves the incurrence by the Company or
its Subsidiaries of Indebtedness to finance the acquisition consideration therefor (including refinancing of any Indebtedness of the acquired
Person), or assumption by the Company or the Subsidiaries of existing Indebtedness of the acquired Person (or the acquired business unit,
division, product line or line of business), in an aggregate principal amount of US$1,000,000,000 or more.


 


“Rating”
means, with respect to S&P, Moody’s or Fitch, a public rating by such rating agency of the Company’s senior unsecured
non-credit enhanced long-term indebtedness for borrowed money.


 


“Recipient”
means the Administrative Agent, any Issuing Bank, any Lender or any combination thereof (as the context requires).


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (a) if such Benchmark is LIBO Rate, 11:00 a.m., London time, on the day
that is two London banking days preceding the date of such setting, and (b) if such Benchmark is not LIBO Rate, the time determined by
the Administrative Agent in its reasonable discretion.


 


“Register”
has the meaning set forth in Section 9.04(b)(iv).


 






     


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“Related Lender
Parties” means, with respect to any specified Person, (a) any controlling Person or controlled Affiliate of such Person,
(b) the respective directors, officers or employees of such Person or any of its controlling Persons or controlled Affiliates, and
(c) the respective agents and representatives of such Person or any of its controlling Persons or controlled Affiliates, in the case
of this clause (c), acting at the express instructions of such Person, such controlling Person or such controlled Affiliate; provided
that each reference to a controlling Person or controlled Affiliate in this definition pertains to a controlling Person or
controlled Affiliate involved in the negotiation of this Agreement.


 


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


 


“Release”
means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration
into or through the environment or within or upon any building, structure, facility or fixture.


 


“Relevant Governmental
Body” means the Board of Governors or the NYFRB, or a committee officially endorsed or convened by the Board of Governors or
the NYFRB or, in each case, any successor thereto.


 


“Required Lenders”
means, at any time, Lenders having Revolving Exposures and unused Commitments representing more than 50% of the sum of the Aggregate Revolving
Exposure and the unused Aggregate Commitment at such time.


 


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


 


“Responsible Officer”
means, with respect to any Person, the Financial Officer or the chief executive officer, general counsel or another executive officer
of such Person.


 


“Restricted Lender”
has the meaning assigned to such term in Section 1.07.


 


“Reuters”
means Thomson Reuters Corporation, Refinitiv or, in each case, a successor thereto.


 


“Revolving Exposure”
means, with respect to any Lender at any time, the sum of the aggregate principal amount of such Lender’s Loans outstanding at such
time and such Lender’s LC Exposure at such time.


 


“S&P”
means S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency business.


 


“Sale/Leaseback Transaction”
means an arrangement relating to property owned by the Company or any Subsidiary whereby the Company or such Subsidiary sells or transfers
such property to any Person and the Company or any Subsidiary leases such property, or other property that it intends to use for substantially
the same purpose or purposes as the property sold or transferred, from such Person or its Affiliates.


 






     


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“Sanctioned Country”
means, at any time, a country, region or territory that at such time is itself or whose government is the subject or target of any Sanctions.


 


“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department
of State or by the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury
of the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person 50% more owned or
controlled by any Person or Persons described in the preceding clauses (a) and (b) or (d) any Person otherwise the subject of any Sanctions.


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union,
any European Union member state or Her Majesty’s Treasury of the United Kingdom.


 


“SEC” means
the United States Securities and Exchange Commission.


 


“Securities Act”
means the United States Securities Act of 1933.


 


“Securitization”
means any transfer by the Company or any Subsidiary of accounts receivable, proceeds thereof or interests therein or assets relating thereto
(a) to a trust, partnership, corporation, limited liability company or other entity, which transfer is funded in whole or in part, directly
or indirectly, by the incurrence or issuance by the transferee or successor transferee of Indebtedness or other securities that are to
receive payments from, or that represent interests in, the cash flow derived from such accounts receivable, proceeds thereof or interests
therein or assets relating thereto, or (b) directly to one or more investors or other purchasers; provided that any obligations
arising therefrom do not permit or provide recourse to the Company or any Subsidiary (other than a Securitization Entity) or any property
or asset of the Company or any Subsidiary (other than the property or assets of a Securitization Entity or any Equity Interests in a Securitization
Entity), other than with respect to any representations, warranties, servicer obligations, covenants and indemnities entered into by the
Company or any Subsidiary of a type that are reasonable and customary in “true sale” arrangements; provided further
that a Supply Chain Financing Arrangement shall not constitute a Securitization. The “amount” or “principal amount”
of any Securitization shall be deemed at any time to be the aggregate principal or stated amount of the Indebtedness or other securities
referred to in the first sentence of this definition or, if there shall be no such principal or stated amount, the uncollected amount
of the accounts receivable or interests therein transferred pursuant to such Securitization, net of any such accounts receivables or interests
therein that have been written off as uncollectible.


 


“Securitization Entity”
means any limited purpose Subsidiary that purchases accounts receivable of the Company or any Subsidiary pursuant to a Securitization.


 






     


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“Signing Date”
means April 22, 2021.


 


“SOFR” means,
with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the
SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.


 


“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s
Website” means the NYFRB’s Website, or any successor source for the secured overnight financing rate identified as such
by the SOFR Administrator from time to time.


 


“Specified Provision”
has the meaning assigned to such term in Section 1.07.


 


“Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves),
expressed as a decimal, established by the Board of Governors for eurocurrency funding (currently referred to as “Eurocurrency Liabilities”
in Regulation D of the Board of Governors). Such reserve percentages shall include those imposed pursuant to such Regulation D.
Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of
or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any
comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any
reserve percentage.


 


“Subsequent Borrowings”
has the meaning set forth in Section 2.19(b).


 


“subsidiary”
means, with respect to any Person (the “parent”), any corporation, limited liability company, partnership, association
or other entity of which securities or other Equity Interests representing more than 50% of the equity or more than 50% of the Voting
Stock or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or
held, by the parent and/or one or more subsidiaries of the parent.


 


“Subsidiary”
means any subsidiary of the Company.


 


“Supply Chain Financing
Arrangement” means an arrangement whereby the Company or any of its Subsidiaries sells, on a non-recourse basis except to the
extent customary in “true sale” arrangements, its accounts receivable, in connection with the collection of such accounts
receivable in the ordinary course of business and to effect an acceleration of payment thereof (and not as part of a financing by the
Company or any Subsidiary), pursuant to a “supply chain financing” program established at the request of the customer that
is the account debtor with respect to such accounts receivable.


 






     


    35 


    

 


“Syndication Agents”
means Bank of America, N.A., Citibank, N.A., Goldman Sachs Bank USA and Wells Fargo Bank, N.A., in their capacity as the syndication agents
for the credit facility established hereunder.


 


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


 


“Term Credit Agreement”
means the Term Credit Agreement dated as of May 21, 2021, among the Company, the Lenders party thereto and JPMorgan Chase Bank, N.A.,
as the administrative agent, as amended, restated, amended and restated, supplemented or otherwise modified, replaced or refinanced from
time to time.


 


“Term SOFR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has
been selected or recommended by the Relevant Governmental Body.


 


“Term SOFR Notice”
means a notification by the Administrative Agent to the Lenders and the Company of the occurrence of a Term SOFR Transition Event.


 


“Term SOFR Transition
Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental
Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event
or an Early Opt-In Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.11(b)
that is not Term SOFR.


 


“Test Period”
means, on any date of determination, the period of four consecutive fiscal quarters of the Company most recently ended on or prior to
such date for which financial statements have been delivered, or are required to have been delivered, pursuant to Section 5.01(a)
or 5.01(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or 5.01(b),
the most recent financial statements referred to in Section 3.04(a).


 


“Ticking Fee Accrual
Period” has the meaning set forth in Section 2.09(b).


 


“Transactions”
means (a) the Financing Transactions, (b) the IAB Acquisition and (c) the payment of fees and expenses in connection with the foregoing.


 


“Type”, when
used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing,
is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.


 


“UK Financial
Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time)
promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as
amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain Affiliates of such credit institutions or investment firms.


 






     


    36 


    

 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“Unadjusted Benchmark
Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“U.S. Borrower”
means the Company or any Borrowing Subsidiary that is a U.S. Person.


 


“US Dollars”
or “US$” refers to lawful money of the United States of America.


 


“USA Patriot
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance
Certificate” has the meaning set forth in Section 2.14(f)(ii)(B)(3).


 


“Voting Stock”
means, with respect to any Person, capital stock or other Equity Interests of any class of such Person entitled to vote in the election
of directors (or other governing body), or otherwise to participate in the direction of the management and policies, of such Person, excluding
capital stock or other Equity Interests entitled so to vote or participate only upon the happening of some contingency.


 


“wholly owned”,
when used in reference to a subsidiary of any Person, means that all the Equity Interests in such subsidiary (other than directors’
qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable law) are
owned, beneficially and of record, by such Person, another wholly owned subsidiary of such Person or any combination thereof.


 


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such term is
defined in Part I of Subtitle E of Title IV of ERISA.


 


“Write-Down and
Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers
of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of
any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that
liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument
is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the
powers under that Bail-In Legislation that are related to or ancillary to any of those powers.


 






     


    37 


    

 


SECTION 1.02. Classification
of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Type (e.g.,
a “Eurocurrency Loan” or “Eurocurrency Borrowing”).


 


SECTION 1.03. Terms Generally.
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”. The words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and
properties. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including
official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments,
orders, writs and decrees, of all Governmental Authorities. Except as otherwise provided herein and unless the context requires otherwise,
(a) any definition of or reference to any agreement, instrument or other document (including this Agreement, the other Loan Documents
and the IAB Acquisition Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time
amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications
set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from
time to time amended, supplemented or otherwise modified, and all references to any statute shall be construed as referring to all rules,
regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed
to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of
any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words
 “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof and (e) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.


 






     


    38 


    

 


SECTION 1.04. Accounting
Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial
nature used herein shall be construed in accordance with GAAP as in effect from time to time; provided that (i) if the
Company, by notice to the Administrative Agent, shall request an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent or the Required Lenders, by notice to the Company, shall request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (ii) notwithstanding any
other provision contained herein, all terms of an accounting or financial nature used herein shall be construed (other than for
purposes of Sections 3.04, 5.01(a) and 5.01(b)), and all computations of amounts and ratios referred to herein shall be made,
(A) without giving effect to (x) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or
any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to value any
Indebtedness at “fair value”, as defined therein, or (y) any other accounting principle that results in any Indebtedness
being reflected on a balance sheet at an amount less than the stated principal amount thereof, including the application of
Accounting Standards Update 2015-03, Interest, issued by the Financial Accounting Standards Board, (B) without giving effect to any
treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other
Accounting Standards Codification having a similar result or effect) (and related interpretations) to value any such Indebtedness in
a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal
amount thereof, and (C) without giving effect to any change in accounting for leases resulting from the implementation of Financial
Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the extent that such change would require the recognition of
right-of-use assets and lease liabilities for any lease (or similar arrangement conveying the right to use) that would not be
classified as a capital lease under GAAP as in effect on December 31, 2018.


 


(b) All pro forma computations
required to be made hereunder giving effect to any Material Acquisition, Material Disposition or other transaction shall be calculated
after giving pro forma effect thereto as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters
ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b)
(or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the most recent financial
statements referred to in Section 3.04(a)), and, to the extent applicable, to the historical earnings and cash flows associated with
the assets acquired or disposed of and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of
Regulation S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect,
the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate
for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness if such Hedging Agreement has a remaining
term in excess of 12 months).


 






     


    39 


    

 


SECTION 1.05. Interest
Rates; LIBOR Notification. The interest rate on Eurocurrency Loans is determined by reference to the LIBO Rate, which is derived
from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing
banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct
Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions
to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”)
for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London
interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine
the interest rate on Eurocurrency Loans. In light of this eventuality, public and private sector industry initiatives are currently
underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the
occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-In Election, Section 2.11(b) provides a
mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Company, pursuant to
Section 2.11(b), of any change to the reference rate upon which the interest rate on Eurocurrency Loans is based. However, the
Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the
administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of
 “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including,
without limitation, (a) any such alternative, successor or replacement rate implemented pursuant to Section 2.11(b), whether upon
the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-In Election, and (b) the implementation
of any Benchmark Replacement Conforming Changes pursuant to Section 2.11(b)), including, without limitation, whether the composition
or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or
economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its
discontinuance or unavailability.


 


SECTION 1.06. 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) (each, a “Division”): (a) if any asset, right, obligation or liability of any
Person (the “Dividing Person”) becomes the asset, right, obligation or liability of a different Person, then it shall be deemed
to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person
shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such
time.


 


SECTION 1.07. Blocking Regulation.
In relation to any Lender that is subject to the regulations referred to below (each, a “Restricted Lender”), any
representation, warranty or covenant set forth herein that refers to Sanctions (each, a “Specified Provision”) shall
only apply for the benefit of such Restricted Lender to the extent that such Specified Provision would not result in a violation of,
conflict with or liability under Council Regulation (EC) 2271/96 (or any law implementing such regulation in any member state of the
European Union), as amended, or any similar blocking or anti-boycott law in Germany (including, in the case of Germany, section 7 foreign
trade rules (Auβenwirtschaftsverordnung – AWV) in connection with section 4 paragraph 1 foreign trade law (Auβenwirtschaftsgesetz
 – AWG)) or in the United Kingdom (the “Mandatory Restrictions”). In the event of any consent or direction by
Lenders in respect of any Specified Provision of which a Restricted Lender does not have the benefit due to a Mandatory Restriction,
then, notwithstanding anything to the contrary in the definition of Required Lenders, for so long as such Restricted Lender shall be
subject to a Mandatory Restriction, the Commitment and Loans of such Restricted Lender will be disregarded for the purpose of determining
whether the requisite consent of the Lenders has been obtained or direction by the requisite Lenders has been made, it being agreed,
however, that, unless, in connection with any such determination, the Administrative Agent shall have received written notice from any
Lender stating that such Lender is a Restricted Lender with respect thereto, each Lender shall be presumed, in connection with such determination,
not to be a Restricted Lender.


 






     


    40 


    

 






SECTION 1.08. Effectuation
of Transactions. All references herein to the Company and the Subsidiaries on the Availability Date shall be deemed to be references
to such Persons, and all the representations and warranties of the Company contained in this Agreement on the Availability Date shall
be deemed made, in each case, after giving effect to the Transactions to occur on the Availability Date, unless the context otherwise
requires.


 


SECTION 1.09. Most Favored
Nation Provision. In the event the Term Credit Agreement shall contain (a) any negative or financial covenant or any event of default
that is (as reasonably determined by the Company) either more restrictive (or more favorable to the lenders thereunder) than the corresponding
negative or financial covenant or event of default set forth in this Agreement or is not comparable to any negative or financial covenant
or event of default set forth in this Agreement or (b) any requirement that any Subsidiary Guarantee any obligations of the Company under
the Term Credit Agreement, then, in each case, this Agreement shall automatically be deemed to have been amended to incorporate such restrictive
or financial covenant or event of default or such requirement, mutatis mutandis, as if set forth fully herein, without any further
action required on the part of any Person. The Company shall give reasonably prompt written notice to the Administrative Agent of the
effectiveness of any such automatic amendment to this Agreement and provide to the Administrative Agent true and complete copies of the
Term Credit Agreement, and shall execute any and all further documents and agreements, including amendments hereto, and take (and, if
applicable, cause the Subsidiaries to take) all such further actions, as shall be reasonably requested by the Administrative Agent to
evidence such automatic amendment. Failure by the Company or any Subsidiary to observe or perform any such incorporated negative or financial
covenant described in clause (a) above shall constitute an Event of Default under clause (d) of Article VII. Failure by the Company or
any Subsidiary to observe any such incorporated requirement described in clause (b) above shall, after giving effect to any applicable
grace periods, constitute an Event of Default under clause (e) of Article VII.


 






     


    41 


    

 


ARTICLE II


 


The Credits


 


SECTION 2.01. Commitments.
Subject to the terms and conditions set forth herein, each Lender agrees to make Loans in US Dollars to the Borrowers from time to time
during the Availability Period in an aggregate principal amount that will not result in (a) the Aggregate Revolving Exposure exceeding
the Aggregate Commitment or (b) the Revolving Exposure of any Lender exceeding its Commitment. Within the foregoing limits and subject
to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Loans.


 


SECTION 2.02. Loans and Borrowings.
(a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders to the same Borrower ratably
in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve
any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender’s failure to make Loans as required.


 


(b) Subject to Section 2.11,
each Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the applicable Borrower (or the Company on its behalf)
may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate
of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower
to repay such Loan in accordance with the terms of this Agreement.


 


(c) At the commencement of each
Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of US$1,000,000
and not less than US$5,000,000; provided that a Eurocurrency Borrowing that results from a continuation of an outstanding Eurocurrency
Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. At the time that each ABR Borrowing is made, such
Borrowing shall be in an aggregate amount that is an integral multiple of US$1,000,000 and not less than US$5,000,000; provided
that an ABR Borrowing may be in an aggregate amount that is equal to (i) the entire unused balance of the Commitments or (ii) the amount
required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.20(f). Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time be more than a total of five (or such greater number as
may be agreed to by the Administrative Agent) Eurocurrency Borrowings outstanding.


 


(d) Notwithstanding any other
provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert to or continue, any Eurocurrency Borrowing
if the Interest Period requested with respect thereto would end after the Maturity Date.


 






     


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SECTION 2.03. Requests
for Borrowings. To request a Borrowing, the applicable Borrower (or the Company on its behalf) shall notify the Administrative
Agent of such request by delivering to the Administrative Agent a completed Borrowing Request, executed by a Responsible Officer of
such Borrower (or, as applicable, of the Company), (a) in the case of a request for a Eurocurrency Borrowing, not later than 1:00
p.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of a request
for an ABR Borrowing, not later than 1:00 p.m., New York City time, on the day of the proposed Borrowing (or such later time on
such day as may be agreed to in writing by the Administrative Agent). Each Borrowing Request shall be irrevocable. Each Borrowing
Request shall specify the following information in compliance with Section 2.02:


 


(i) the Borrower
requesting the Borrowing (or on whose behalf the Company is requesting such Borrowing);


 


(ii) the aggregate
principal amount of the requested Borrowing;


 


(iii) the date of
such Borrowing, which shall be a Business Day;


 


(iv) whether such
Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;


 


(v) in the case
of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition
of the term “Interest Period”; and


 


(vi) the location
and number of the applicable Borrower’s account (or such other account as shall be reasonably satisfactory to the Administrative
Agent) to which funds are to be disbursed, or, in the case of any ABR Borrowing requested to finance the reimbursement of an LC Disbursement
as provided in Section 2.20(f), the identity of the Issuing Bank that made such LC Disbursement.


 


If no election as to the Type of Borrowing is
specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency
Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof
and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


SECTION 2.04. Funding
of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 10:00 a.m., New York City time (or, in the case of ABR Loans, such later time as shall be two hours
after the delivery by or on behalf of the applicable Borrower of a Borrowing Request therefor in accordance with Section 2.03),
in each case, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders.
The Administrative Agent will make such Loans available to the applicable Borrower by promptly remitting the amounts so received, in
like funds, to the account or accounts specified by or on behalf of the applicable Borrower in the applicable Borrowing Request; provided
that ABR Loans identified in the applicable Borrowing Request to be made to finance the reimbursement of an LC Disbursement as
provided in Section 2.20(f) shall be remitted by the Administrative Agent to the applicable Issuing Bank.


 






     


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(b) Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any 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 paragraph (a) of this Section and may, in reliance on such assumption, make available
to the applicable 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 applicable Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made
available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made
by such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of a payment to be made by any Borrower, the interest rate applicable to ABR Loans. If such
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 such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Any such payment
by any Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment
to the Administrative Agent.


 


SECTION 2.05. Interest Elections.
(a) Each Borrowing initially shall be of the Type and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period
as specified in the applicable Borrowing Request or as otherwise provided in Section 2.03. Thereafter, the applicable Borrower may
elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing,
may elect Interest Periods therefor, all as provided in this Section. The applicable Borrower may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding
the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.


 


(b) To make an election pursuant
to this Section, the applicable Borrower (or the Company on its behalf) shall notify the Administrative Agent of such election by delivering
to the Administrative Agent a completed Interest Election Request, executed by a Responsible Officer of the applicable Borrower (or, as
applicable, of the Company), by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting
a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each Interest Election Request
shall be irrevocable. Each Interest Election Request shall specify the following information in compliance with Section 2.02:


 






     


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(i) the Borrowing
to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof,
the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii)
and (iv) below shall be specified for each resulting Borrowing);


 


(ii) the effective
date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii) whether the
resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and


 


(iv) if the resulting
Borrowing is to be a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which
shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests
a Eurocurrency Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest
Period of one month’s duration.


 


(c) Promptly following receipt
of an Interest Election Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof
and of such Lender’s portion of each resulting Borrowing.


 


(d) If any Borrower fails to
deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable
thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued
as a Eurocurrency Borrowing for an additional Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event
of Default under clause (h) or (i) of Article VII has occurred and is continuing with respect to the any Borrower, or if any other
Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, has notified the
Company of the election to give effect to this sentence on account of such other Event of Default, then, in each such case, so long as
such Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii)
unless repaid, each Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.


 


SECTION 2.06. Termination
and Reduction of Commitments. (a) Unless previously terminated, the Commitments of each Lender shall automatically terminate on the
Commitment Termination Date.


 


(b) The Company may at any
time terminate, or from time to time permanently reduce, the Commitments; provided that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of US$1,000,000 and not less than US$5,000,000 and (ii) the
Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.08, (A) the Aggregate Revolving Exposure would exceed the Aggregate Commitment or (B) the Revolving
Exposure of any Lender would exceed its Commitment.


 






     


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(c) The Company shall notify
the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (b) of this Section at
least three Business Days prior to the effective date of such termination or reduction, specifying the effective date thereof. The Company
shall provide the Administrative Agent reasonably prompt written notice of the occurrence of the Commitment Termination Date (other than
on account of clause (a) of the definition of such term). Promptly following receipt of any such notice, the Administrative Agent shall
advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided
that a notice of termination or reduction of the Commitments under paragraph (b) of this Section may state that such notice
is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Company (by
notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or
reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance
with their respective Commitments.


 


SECTION 2.07. Repayment of
Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each
Lender the then unpaid principal amount of each Loan of such Lender on the Maturity Date.


 


(b) The records maintained
by the Administrative Agent and the Lenders shall be (in the case of the Lenders, to the extent they are not inconsistent with the records
maintained by the Administrative Agent pursuant to Section 9.04(b)(iv)) prima facie evidence of the existence and amounts
of the obligations of the Borrowers in respect of the Loans, LC Disbursements, interest and fees due or accrued hereunder; provided
that the failure of the Administrative Agent or any Lender to maintain such records or any error therein shall not in any manner
affect the obligation of the Borrowers to pay any amounts due hereunder in accordance with the terms of this Agreement.


 


(c) Any Lender may request in
writing that Loans made by it be evidenced by a promissory note. Upon the Company’s receipt of any such written request, the Borrowers
shall prepare (substantially consistent with a form promissory note supplied to the Company by the Administrative Agent), execute and
deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form approved by the Administrative
Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant
to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein and its registered
assigns.


 


SECTION 2.08. Prepayment
of Loans. (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without
premium or penalty (but subject to Section 2.13), subject to the requirements of this Section.


 






     


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(b) The applicable Borrower
(or the Company on its behalf) shall notify the Administrative Agent in writing of any optional prepayment hereunder (i) in the case of
prepayment of a Eurocurrency Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of prepayment
and (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before the date
of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the Borrowing or Borrowings to be prepaid
and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that a notice of optional prepayment
of Borrowings may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such
notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment)
if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of
the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance
of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest on the amounts prepaid to the extent required
by Section 2.10(d).


 


SECTION 2.09. Fees. (a)
The Company agrees to pay to the Administrative Agent, for the account of each Lender, a commitment fee, which shall accrue at the Applicable
Rate on the average daily amount of the unused Commitment of such Lender during the period from and including the Availability Date to
but excluding the date on which such Commitment terminates. Commitment fees accrued through and including the last day of March, June,
September and December of each year shall be payable in arrears on the 15th Business Day following such last day and on the date on which
the Commitments terminate, commencing on the first such date to occur after the Availability Date. All commitment fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the
last day).


 


(b) The Company agrees to pay
to the Administrative Agent, for the account of each Lender a ticking fee, which shall accrue at 0.125% per annum on the daily amount
of the Commitment of such Lender during the period (the “Ticking Fee Accrual Period”) from (i) the 60th day after
the Signing Date to but excluding (ii) the earlier of (A) the Availability Date and (B) the date on which the Commitment of such Lender
terminates. Accrued ticking fees shall be payable in arrears on the last day of the Ticking Fee Accrual Period (or, if such day is not
a Business Day, then on the next following Business Day). All ticking fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but excluding the last day).


 






     


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(c) The Company agrees to
pay (i) to the Administrative Agent, for the account of each Lender, a participation fee with respect to its participations in
Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Loans on
the average daily amount of such Lender’s LC Exposure (excluding any portion thereof that is attributable to unreimbursed LC
Disbursements) during the period from and including the Availability Date to but excluding the later of the date on which such
Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank
a fronting fee, which shall accrue at 0.125% per annum on the average daily amount of the LC Exposure attributable to Letters of
Credit issued by such Issuing Bank (excluding any portion thereof that is attributable to unreimbursed LC Disbursements) during the
period from and including the Availability Date to but excluding the later of the date of termination of the Commitments and the
date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the
issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees
accrued through and including the last day of March, June, September and December of each year shall be payable on the 15th Business
Day following such last day, commencing on the first such date to occur after the Availability Date; provided that all such fees
shall be payable on the date on which the Commitments terminate, and any such fees accruing after the date on which the Commitments
terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within
30 days after written demand therefor. All participation fees and fronting fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).


 


(d) The Company agrees to pay
to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company
and the Administrative Agent.


 


(e) The Company agrees to pay
to the Administrative Agent, for the account of each Lender fees payable in the amounts and at the times separately agreed upon by the
Company and the Arrangers pursuant to the fee letters entered into by the Company in connection herewith.


 


(f) All fees payable hereunder
shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the
case of fees payable to any Issuing Bank) for distribution, in the case of commitment fees, the ticking fees, the Letter of Credit participation
fees or the fees referred to in paragraph (e) of this Section, to the Lenders entitled thereto. Fees paid hereunder shall not be refundable
under any circumstances.


 


SECTION 2.10. Interest.
(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b) The Loans comprising each
Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable
Rate.


 


(c) Notwithstanding the
foregoing, if any principal of or interest on any Loan or any other amount payable by the Company hereunder is not paid when due,
whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of or interest on any Loan or any LC Disbursement, 2.00%
per annum plus the rate otherwise applicable to such Loan or LC Disbursement as provided in the preceding paragraphs of this Section
or in Section 2.20(h) or (ii) in the case of any other amount, 2.00% per annum plus the rate applicable to ABR Loans, as provided in
paragraph (a) of this Section.


 






     


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(d) Accrued interest on each
Loan shall be payable in arrears on each Interest Payment Date for such Loan, upon termination of the Commitments and on the Maturity
Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event
of any conversion of a Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall
be payable on the effective date of such conversion.


 


(e) All interest hereunder shall
be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable
Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error.


 


SECTION 2.11. Alternate Rate
of Interest. (a) Subject to Section 2.11(b), if prior to the commencement of any Interest Period for a Eurocurrency Borrowing:


 


(i) the Administrative
Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate for such Interest Period (including because the LIBO Screen Rate is not available or published on a current basis);
provided that no Benchmark Transition Event shall have occurred at such time; or


 


(ii) the Administrative
Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the
cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give notice
thereof (which may be by telephone) to the Company and the Lenders as promptly as practicable thereafter and, until the Administrative
Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election
Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective
and such Borrowing shall, unless repaid, continue as an ABR Borrowing and (B) if any Borrowing Request requests a Eurocurrency Borrowing,
such Borrowing shall be made as an ABR Borrowing.


 






     


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(b) (i) Notwithstanding
anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-In Election, as applicable,
and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark,
then (A) if a Benchmark Replacement is determined in accordance with clause (a) or (b) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other
Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause
(c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace
such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m.,
New York City time, on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any
amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative
Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.


 


(ii) Notwithstanding
anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition
Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any other
Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document; provided that this paragraph shall not be effective unless the
Administrative Agent has delivered to the Lenders and the Company a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent
shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.


 


(iii) In connection
with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing
such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement
or any other Loan Document.


 






     


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(iv) The
Administrative Agent will promptly notify the Company and the Lenders of (A) any occurrence of a Benchmark Transition Event, a Term
SOFR Transition Event or an Early Opt-In Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation
of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or
reinstatement of any tenor of a Benchmark pursuant to paragraph (b)(v) below and (E) the commencement or conclusion of any
Benchmark Unavailability Period.  Any determination, decision or election that may be made by the Administrative Agent or,
if applicable, any Lender (or group of Lenders) pursuant to this Section 2.11, including any determination with respect to a tenor,
rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from
taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole
discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly
required pursuant to this Section 2.11.


 


(v) Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (x) any tenor for such Benchmark
is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative
Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of such Benchmark has provided a public statement
or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative
Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable
or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a
screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement
that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may
modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed
tenor.


 


(vi) Upon the Company’s
receipt of notice of the commencement of a Benchmark Unavailability Period, any Borrower may revoke any request for a borrowing of, conversion
to or continuation of Eurocurrency Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that,
such Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During any
Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of
Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination
of Alternate Base Rate and such component shall be deemed to be zero.


 






     


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SECTION 2.12. Increased Costs;
Illegality. (a) 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 such reserve requirement reflected in the
Adjusted LIBO Rate) or any Issuing Bank;


 


(ii) impose on any
Lender or Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement
or the Loans made by such Lender or any Letter of Credit or participation therein; or


 


(iii) subject any
Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of the
term “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;


 


and the result of any of the foregoing shall be
to increase the cost to such Lender, Issuing Bank or other Recipient of making, converting to, continuing or maintaining any Loan (or
of maintaining its obligation to make any Loan) or 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, Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, from time to time within
30 days following written request of such Lender, Issuing Bank or other Recipient (accompanied by a certificate in accordance with paragraph
(d) of this Section), the Company will pay to such Lender, Issuing Bank or other Recipient, as the case may be, such additional amount
or amounts as will compensate such Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs or expenses
incurred or reduction suffered; provided that such Lender, Issuing Bank or other Recipient shall only be entitled to seek such
additional amounts if such Person is generally seeking or is commencing to seek the payment of similar additional amounts from similarly
situated borrowers in comparable credit facilities to the extent it is entitled to do so.


 


(b) If any Lender or
Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such
Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has had or would have
the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such
Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments or Loans made
by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level
below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but
for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such
Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity), then, from time to time
within 30 days following written request of such Lender or such Issuing Bank (accompanied by a certificate in accordance with
paragraph (d) of this Section), the Company will pay to such Lender or such Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any
such reduction suffered; provided that such Lender or Issuing Bank shall only be entitled to seek such additional amounts if
such Person is generally seeking or is commencing to seek the payment of similar additional amounts from similarly situated
borrowers in comparable credit facilities to the extent it is entitled to do so.


 






     


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(c) If the cost to any Lender
of making, converting to, continuing or maintaining any Loan to (or of maintaining its obligation to make any such Loan) or the cost to
any Lender or any Issuing Bank of participating in, issuing or maintaining any Letter of Credit issued for the account of or made to any
Foreign Borrowing Subsidiary (or of maintaining its obligation to participate in or issue any such Letter of Credit) is increased (or
the amount of any sum received or receivable by any Lender or any Issuing Bank (or its applicable lending office) is reduced) by reason
of the fact that such Foreign Borrowing Subsidiary is organized in, has its principal place of business in, or borrows from a jurisdiction
outside the United States, then, from time to time within 30 days following written request of such Lender or Issuing Bank (accompanied
by a certificate in accordance with paragraph (d) of this Section), the Company will pay to such Lender or Issuing Bank, as the case may
be, such additional amount or amounts as will compensate such Lender or Issuing Bank for such additional costs or expenses incurred or
reduction suffered; provided that such Lender or Issuing Bank shall only be entitled to seek such additional amounts if such Person
is generally seeking or is commencing to seek the payment of similar additional amounts from similarly situated borrowers in comparable
credit facilities to the extent it is entitled to do so.


 


(d) A certificate of a Lender
or Issuing Bank setting forth, in reasonable detail (to the extent practicable), the amount or amounts necessary to compensate such Lender
or Issuing Bank or its holding company, as the case may be, as specified in paragraph (a), (b) or (c) of this Section shall
be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender or Issuing Bank, as the case
may be, the amount shown as due on any such certificate within 30 days after the Company’s receipt of such certificate.


 


(e) Failure or delay on the
part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s
or Issuing Bank’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender
or Issuing Bank pursuant to this Section for any increased costs or expenses incurred or reductions suffered more than 180 days prior
to the date that such Lender or Issuing Bank, as the case may be, notifies the Company of the Change in Law giving rise to such increased
costs or expenses or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided
further that if the Change in Law giving rise to such increased costs, expenses or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect thereof.


 






     


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(f) If any Lender
determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for
such Lender or the applicable lending office of such Lender to make, maintain or fund any Eurocurrency Loan or to charge interest
with respect to any Loan, or to determine or charge interest rates, based upon the LIBO Rate, or any Governmental Authority has
imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, US Dollars in the London
interbank market, then, upon notice thereof by such Lender to the Company and the Administrative Agent, (i) any obligation of such
Lender to make, maintain or fund any Eurocurrency Loan, or to continue any Eurocurrency Loan or convert any ABR Loan into a
Eurocurrency Loan, or to charge interest with respect to any Loan, or to determine or charge interest rates, based upon the LIBO
Rate, in each case, shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR
Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of the Alternate Base Rate, the
interest rate on the ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative
Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the
Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such
notice, (A) the Borrowers shall, upon written demand from such Lender (with a copy to the Administrative Agent), prepay or, if
applicable, convert all Eurocurrency Loans of such Lender to ABR Loans (the interest rate on the ABR Loans of such Lender shall, if
necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component
of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to
maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency
Loans and (B) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBO Rate,
the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender
without reference to the Adjusted LIBO 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 LIBO Rate.  Upon any such
prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.


 


SECTION 2.13. Break
Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion or continuation of any
Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert or
continue any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (whether or not such notice may be
revoked in accordance with the terms hereof), (d) the failure to prepay any Eurocurrency Loan on a date specified therefor in any
notice of prepayment given by any Borrower (whether or not such notice may be revoked in accordance with the terms hereof) or (e)
the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a
request by the Company pursuant to Section 2.16, then, in any such event, the applicable Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event (but not lost profits) within 30 days following written request of such
Lender (accompanied by a certificate described below in this Section). Such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan
(but not including the Applicable Rate applicable thereto), for the period from the date of such event to the last day of the then
current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been
the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at
the interest rate such Lender would bid if it were to bid, at the commencement of such period, for US Dollar deposits of a
comparable amount and period from other banks in the London interbank market. A certificate of any Lender delivered to the Company
and setting forth, in reasonable detail (to the extent practicable), any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown
as due on any such certificate within 30 days after the Company’s receipt of such certificate.


 






     


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SECTION 2.14. Taxes.
(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrowers under any Loan Document shall
be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in
the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by
a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay
the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified
Tax, then the sum payable by the applicable Borrower shall be increased as necessary so that after such deduction or withholding has been
made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives
an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b) Payment of Other Taxes
by the Borrowers. The Borrowers shall timely pay to the relevant Governmental Authority in accordance with applicable law, or if the
Administrative Agent shall have advised the Company in writing that the Administrative Agent shall make such payment, timely reimburse
the Administrative Agent for the payment of, any Other Taxes.


 


(c) Evidence of Payment.
As soon as practicable after any payment of Taxes by any Borrower to a Governmental Authority pursuant to this Section, such Borrower
shall deliver to the Administrative Agent, upon the Administrative Agent’s written request, the original or a certified copy of
a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence
of such payment reasonably satisfactory to the Administrative Agent.


 


(d) Indemnification by
the Borrowers. The Borrowers shall indemnify each Recipient, within 30 days after written 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)
payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any 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
Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender, shall be conclusive absent manifest error.


 






     


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(e) Indemnification by the
Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for
such Indemnified Taxes and without limiting the obligation of any Borrower to do so), (ii) any Taxes attributable to such Lender’s
failure to comply with the provisions of Section 9.04(c)(ii) relating to the maintenance of a Participant Register and (iii) any Excluded
Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent 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 hereby authorizes the Administrative Agent to set off
and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent
to such Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).


 


(f) Status of Lenders.


 


(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 Company
and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed
and executed documentation reasonably requested by the Company 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 Company or the Administrative
Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative
Agent as will enable the Company and 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 2.14(f)(ii)(A), 2.14(f)(ii)(B) or 2.14(f)(ii)(D))
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.


 


(ii) Without limiting the generality
of the foregoing:


 


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


 






     


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(B) any Foreign Lender shall,
to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall
be requested by the recipient) on or about 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 Company 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 or IRS Form W-8BEN-E 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 or IRS Form W-8BEN-E 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 copies 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 G-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 Company within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled
foreign corporation” related to the Company as 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 or IRS Form W 8BEN-E; or


 


(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, IRS
Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-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 G-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 Company and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or about 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 Company or the Administrative Agent), executed copies 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 Company or the
Administrative Agent to determine the withholding or deduction required to be made; and


 






     


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(D) if a payment made to a Lender
under any Loan Document would be subject to U.S. Federal withholding Taxes 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 Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably
requested by the Company 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 Company or the Administrative Agent as may
be necessary for the Company 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.


 


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


 


(g) Treatment of
Certain Refunds. If any party 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 pursuant to this Section (including by the payment of additional amounts pursuant to this
Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made
under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of
such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to
such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount
paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an
indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net
after-Tax position than the indemnified party 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 paragraph (g) shall not be construed to require any indemnified party to make available its Tax
returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other
Person.


 






     


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(h) Survival. Each party’s
obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by,
or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under
this Agreement and the other Loan Documents.


 


(i) For purposes of this Section,
(i) the term “applicable law” includes FATCA and (ii) the term “Lender” includes any Issuing Bank.


 


SECTION 2.15. Payments Generally;
Pro Rata Treatment; Sharing of Setoffs. (a) Each Borrower shall make each payment required to be made by it hereunder or under any
other Loan Document prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such
time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, without any
defense, setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at such account as may be specified by the Administrative Agent, except that payments to be
made directly to an Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.14 and
9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons
specified therein. The Administrative Agent shall distribute any such payment received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments hereunder and under each other Loan Document shall be made in
US Dollars.


 


(b) If at any time insufficient
funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements,
interest and fees then due hereunder, such funds shall be applied towards payment of the amounts then due hereunder ratably among the
parties entitled thereto, in accordance with the amounts then due to such parties.


 


(c) If any Lender shall, by
exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its
Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount
of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then
the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and shall purchase (for cash at face
value) participations in the Loans of other Lenders and participations in LC Disbursements of other Lenders to the extent necessary so
that the amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of
and accrued interest on their Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased
and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph (c) shall not be construed to apply
to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement and the other Loan Documents
(for the avoidance of doubt, as in effect from time to time), including Section 2.19, or any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any Person that is an Eligible
Assignee (as such term is defined herein from time to time). Each Borrower 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 any Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor
of such Borrower in the amount of such participation.


 






     


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(d) Unless the Administrative
Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Administrative Agent
for the account of the Lenders or the Issuing Banks hereunder that the applicable Borrower will not make such payment, the Administrative
Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the applicable Borrower has not
in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank 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 NYFRB
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


(e) If any Lender shall fail
to make any payment required to be made by it hereunder to or for the account of the Administrative Agent or any Issuing Bank, then the
Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by
the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations in respect of such payment until all
such unsatisfied obligations have been discharged.


 


SECTION 2.16. Mitigation
Obligations; Replacement of Lenders. (a) If any Lender or Issuing Bank requests compensation under Section 2.12 (or gives a
notice under Section 2.12(f)), or if any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or
Issuing Bank or to any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.14, then such
Lender or Issuing Bank shall (at the request of the Company) use commercially reasonable efforts to designate a different lending or
issuing office for funding, booking or issuing its Loans or Letters of Credit hereunder or its participation in any Letter of Credit
affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates
if, in the judgment of such Lender or Issuing Bank, such designation or assignment and delegation (i) would eliminate or reduce amounts
payable pursuant to Section 2.12 or 2.14, as the case may be, in the future (or, in the case of a notice under Section 2.12(f),
would eliminate the illegality referred to in such Section) and (ii) would not subject such Lender or Issuing Bank to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Bank. The Company hereby agrees to pay all reasonable
costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment and delegation within
30 days following written request of such Lender or Issuing Bank (accompanied by reasonable back-up documentation relating thereto).


 






     


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(b) If (i) any Lender requests
compensation under Section 2.12 (or gives a notice under Section 2.12(f)), (ii) any 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 2.14, (iii) any
Lender has become a Defaulting Lender, (iv) any Lender is a Disqualified Lender, (v) any Lender is a Non-Extending Lender or (vi) any
Lender has failed to consent to a proposed amendment, waiver or other modification that under Section 9.02 requires the consent of
all the Lenders (or all the affected Lenders) and with respect to which the Required Lenders shall have granted their consent, then the
Company 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 Section 9.04), all its interests, rights
(other than its existing rights to payments pursuant to Section 2.12 or 2.14) and obligations under this Agreement and the other Loan
Documents to an Eligible Assignee that shall assume such obligations (which may be another Lender, if a Lender accepts such assignment
and delegation); provided that (A) the Company shall have received the prior written consent of the Administrative Agent and each
Issuing Bank, which consent shall not be unreasonably withheld, conditioned or delayed, (B) such Lender shall have received payment of
an amount equal to the outstanding principal of its Loans and, if applicable, participations in LC Disbursements, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder from the assignee (in the case of such principal and accrued interest and fees)
or the Borrowers (in the case of all other amounts), (C) in the case of any such assignment and delegation resulting from a claim
for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in
a reduction in such compensation or payments, (D) such assignment does not conflict with applicable law and (E) in the case of any such
assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result
of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver,
discharge or termination can be effected. A Lender shall not be required to make any such assignment and delegation if, prior thereto,
as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Company to require such assignment and
delegation have ceased to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph (b) may
be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and that the Lender
required to make such assignment and delegation need not be a party thereto.


 






     


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SECTION 2.17. Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a) the commitment
fees and the ticking fees shall cease to accrue on the Commitment of such Defaulting Lender;


 


(b) the Commitment
and the Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite
Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or
other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of
all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting
Lender in accordance with the terms hereof;


 


(c) 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 VII or otherwise) or received by the Administrative Agent from a Defaulting
Lender pursuant to Section 9.08 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 any Issuing Bank hereunder; third, to cash collateralize
the Issuing Banks’ LC Exposure with respect to such Defaulting Lender in accordance with Section 2.20(i); fourth, as the
Company may request (so long as no 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 Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting
Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing
Banks’ future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement
in accordance with Section 2.20(i); sixth, to the payment of any amounts owing to the Lenders or the Issuing Banks as a result
of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Banks 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 exists,
to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such
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 directed by a court of competent jurisdiction; provided that
if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender
has not fully funded its appropriate share and (y) such Loans were made or the related Letters of Credit were issued at a time when the
conditions set forth in Section 4.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements
owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed
to, such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with their Applicable Percentages
and funded and unfunded participations are held in accordance with their Applicable Percentages, in each case, without giving effect
to Section 2.17(d). 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 pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and such
Defaulting Lender irrevocably consents hereto; and


 






     


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(d) if any LC Exposure
exists at the time such Lender becomes a Defaulting Lender then:


 


(i) the LC Exposure
of such Defaulting Lender (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting
Lender shall have funded its participation as contemplated by Sections 2.20(d) and 2.20(f)) shall be reallocated among the Non-Defaulting
Lenders in accordance with their respective Applicable Percentages but only to the extent that (A) the sum of all Non-Defaulting
Lenders’ Revolving Exposures after giving effect to such reallocation would not exceed the sum of all Non-Defaulting Lenders’
Commitments and (B) after giving effect to any such reallocation, no Non-Defaulting Lender’s Revolving Exposure shall exceed its
Commitment;


 


(ii) if the reallocation
described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice
by the Administrative Agent cash collateralize for the benefit of the Issuing Banks the portion of such Defaulting Lender’s LC Exposure
(other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated in accordance with
the procedures set forth in Section 2.20(i) for so long as such LC Exposure is outstanding;


 


(iii) if a Borrower
cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Company shall not be
required to pay participation fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such portion of such Defaulting
Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv) if any portion
of the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant
to Sections 2.09(a) and 2.09(c) shall be adjusted to give effect to such reallocation; and


 


(v) if all
or any portion of such Defaulting Lender’s LC Exposure that is subject to reallocation pursuant to clause (i) above is
neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies
of any Issuing Bank or any other Lender hereunder, all participation fees payable under Section 2.09(c) with respect to such
Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks (and allocated among them ratably based on the amount of
such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent
that such LC Exposure is reallocated and/or cash collateralized; and


 






     


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(e) so long as such
Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or extend any Letter of Credit, unless, in each case,
it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be fully covered by the
Commitments of the Non-Defaulting Lenders and/or cash collateral provided by the Borrowers in accordance with Section 2.17(d), and participating
interests in any such issued, amended or extended Letter of Credit will be allocated among the Non-Defaulting Lenders in a manner consistent
with Section 2.17(d)(i) (and such Defaulting Lender shall not participate therein).


 


(f) In the event
that the Administrative Agent, each Issuing Bank and the Company each agree that a Defaulting Lender has adequately remedied all matters
that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of
such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative
Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage, and such
Lender shall thereupon cease to be a Defaulting Lender (but shall not be entitled to receive any fees that shall have ceased to accrue
pursuant to this Section during the period when it was a Defaulting Lender, and all amendments, waivers or modifications effected without
its consent in accordance with the provisions of Section 9.02 and this Section during such period shall be binding on it).


 


The rights and remedies against, and with respect
to, a Defaulting Lender under this Section are in addition to, and cumulative and not in limitation of, all other rights and remedies
that the Administrative Agent, any Lender, any Issuing Bank or any Borrower may at any time have against, or with respect to, such Defaulting
Lender.


 


SECTION 2.18. Extension of
Maturity Date. (a) The Company may, by written notice (an “Extension Notice”) delivered to the Administrative Agent
not fewer than 30 days and not more than 60 days prior to any anniversary of the Availability Date, request an extension (each, an “Extension”)
of the Maturity Date to the one-year anniversary of the then existing Maturity Date (such existing Maturity Date, the “Existing
Maturity Date”); provided that not more than two Extensions may be requested since the Availability Date.


 






     


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(b) The Administrative
Agent shall promptly furnish a copy of each Extension Notice to each Lender, and shall request that each Lender advise the
Administrative Agent whether or not such Lender agrees to the requested Extension within 20 days of delivery to such Lender of such
Extension Notice; provided that any Lender that does not advise the Administrative Agent by the 20th day after the date of
such Extension Notice shall be deemed to have declined the requested Extension (each Lender agreeing to the requested Extension
being called an “Extending Lender”, and each Lender declining or deemed to have declined to agree to the
requested Extension being called a “Non-Extending Lender”). The decision to agree or withhold agreement to any
Extension hereunder shall be at the sole discretion of each Lender. If Lenders constituting the Required Lenders shall have agreed
to extend the Maturity Date before the anniversary of the Availability Date immediately following the delivery of the applicable
Extension Notice, then, effective as of the Extension Closing Date with respect thereto, the Maturity Date applicable to the
Extending Lenders shall be the first anniversary of the Existing Maturity Date; provided that no extension of the Maturity
Date pursuant to this Section 2.18 shall become effective unless (the first date on which such consent of the Required Lenders is
obtained and the conditions specified in this proviso are satisfied with respect to the applicable Extension being called the
 “Extension Closing Date”) (i) the representations and warranties of the Borrowers set forth in this Agreement and
the other Loan Documents shall be true and correct (x) in the case of the representations and warranties qualified as to
materiality, in all respects and (y) otherwise, in all material respects, in each case on and as of the Extension Closing Date,
except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation
and warranty shall be so true and correct on and as of such prior date, (ii) on the Extension Closing Date, no Default shall have
occurred and be continuing immediately prior to or immediately after giving effect thereto, (iii) the Administrative Agent shall
have received a certificate dated as of the Extension Closing Date and executed by a Responsible Officer of the Company to the
effect that the conditions set forth in clauses (i) and (ii) above have been satisfied and (iv) the Borrowers shall have delivered
to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates and other closing documents as
may be reasonably requested by the Administrative Agent in writing and reasonably in advance of such closing. Promptly after the
occurrence of any Extension Closing Date, the Administrative Agent shall notify the Lenders thereof. The Commitment of each
Non-Extending Lender shall terminate on the Existing Maturity Date, and the principal amount of any outstanding Loans made by such
Non-Extending Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the
account of such Non-Extending Lender hereunder, shall be due and payable on the Existing Maturity Date and on the Existing Maturity
Date the Borrowers shall also make such other prepayments of the Loans pursuant to Section 2.08 as shall be required in order that,
after giving effect to the termination of the Commitments of, and all payments to, Non-Extending Lenders pursuant to this sentence,
(x) the Aggregate Revolving Exposure would not exceed the Aggregate Commitments and (y) the Revolving Exposure of any Lender shall
not exceed its Commitment. Notwithstanding the foregoing, the Availability Period and the Maturity Date (without taking into
consideration any extension pursuant to this Section), as such terms are used in reference to any Issuing Bank or any Letters of
Credit issued by such Issuing Banks, may not be extended without the prior written consent of such Issuing Bank, it being understood
and agreed that, in the event any Issuing Bank shall not have consented to any such extension, (A) such Issuing Bank shall continue
to have all the rights and obligations of an Issuing Bank hereunder through the applicable Existing Maturity Date (or the
Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend or
extend any Letter of Credit (but shall, in each case, continue to be entitled to the benefits of Sections 2.12, 2.14, 2.20 and 9.03,
as applicable, as to Letters of Credit issued prior to such time), and (B) the Borrowers shall cause the LC Exposure attributable to
Letters of Credit issued by such Issuing Bank to be zero no later than the day on which such LC Exposure would have been required to
have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the
applicable Existing Maturity Date pursuant to this Section (and, in any event, no later than the applicable Existing Maturity
Date).


 






     


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SECTION 2.19. Commitment
Increases.


 


(a) After the Availability
Date, the Company may at any time and from time to time, by written agreement executed by the Company and one or more financial
institutions that is a Lender or other Eligible Assignee (any such financial institution being called an “Increasing
Lender”) and delivered to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), cause
Commitments of the Increasing Lenders to be increased (or cause the Increasing Lenders to extend new Commitments) in an amount for
each Increasing Lender set forth in such agreement; provided that (i) no Lender shall have any obligation to increase
its Commitment pursuant to this paragraph, (ii) the aggregate amount of all new Commitments and increases in existing
Commitments becoming effective under this paragraph since the Availability Date shall not exceed US$250,000,000, (iii) each
Increasing Lender shall be subject to the approval of the Administrative Agent and each Issuing Bank (in each case, such approval
shall not be unreasonably withheld, delayed or conditioned) and (iv) each Increasing Lender, if not already a Lender hereunder,
shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement
in a form reasonably satisfactory to the Administrative Agent and the Company (an “Accession Agreement”). Upon
the effectiveness of any Accession Agreement to which any Increasing Lender is a party (and the effectiveness of the new Commitment
of such Lender in accordance with this paragraph), such Increasing Lender shall thereafter be deemed to be a party to this Agreement
and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender
hereunder. New Commitments and increases in Commitments shall become effective on the date specified in the applicable agreement
delivered pursuant to this paragraph (which date shall be at least five Business Days after the date of delivery of such notice,
unless otherwise agreed by the Administrative Agent); provided that no increase in the Commitments (or in the Commitment of
any Lender) pursuant to this paragraph shall become effective unless (A) on the effective date of such increase, the representations
and warranties of the Borrowers set forth in this Agreement and the other Loan Documents shall be true and correct (x) in the
case of the representations and warranties qualified as to materiality, in all respects and (y) otherwise, in all material
respects, in each case on and as of the date of such effectiveness, except in the case of any such representation and warranty that
expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such
prior date, (B) on the effective date of such increase, no Default shall have occurred and be continuing immediately prior to
or immediately after giving effect thereto, (C) the Administrative Agent shall have received a certificate dated such date and
executed by a Responsible Officer of the Company to the effect that the conditions set forth in clauses (A) and (B) above shall have
been satisfied and (D) the Borrowers shall have delivered to the Administrative Agent such legal opinions, board resolutions,
secretary’s certificates and other closing documents as may be reasonably requested by the Administrative Agent. The
Administrative Agent shall notify the Company and the Lenders of the effective date of the increase in the Commitments pursuant to
this paragraph (the “Increase Effective Date”), and such notice shall be conclusive and binding.


 






     


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(b) On the Increase Effective
Date of any increase in the Commitments pursuant to paragraph (a) of this Section (a “Commitment Increase”), (i) the
aggregate principal amount of the Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment
Increase on the Increase Effective Date shall be deemed to be repaid, (ii) each Increasing Lender that shall have had a Commitment
prior to the Commitment Increase shall pay to the Administrative Agent in same day funds and in US Dollars an amount equal to the difference
between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase)
multiplied by (2) the amount of each Subsequent Borrowing (as hereinafter defined) and (B) the product of (1) such Lender’s
Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial
Borrowing, (iii) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to Administrative
Agent in same day funds and in US Dollars an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage
(calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (iv) after
the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to
each Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s Applicable
Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing,
and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase)
multiplied by (2) the amount of each Subsequent Borrowing, (v) after the effectiveness of the Commitment Increase, each Borrower
shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in amounts equal to the amounts of the Initial
Borrowings of such Borrower and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative
Agent in accordance with Section 2.03, (vi) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent
Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrowers shall pay each Lender any and all accrued
but unpaid interest on its Loans comprising the Initial Borrowings. To the extent applicable, the deemed payments of the Initial Borrowings
made pursuant to clause (i) above shall be subject to compensation by the Borrowers pursuant to the provisions of Section 2.13 if
the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.


 


SECTION 2.20. Letters of
Credit. (a) General. Subject to the terms and conditions set forth herein, each Borrower may request any Issuing Bank
to issue Letters of Credit (or to amend or extend outstanding Letters of Credit) for its own account (or, so long as the Company is a
joint and several co-applicant with respect thereto, the account of any Subsidiary that is not a Borrower, provided that if such Subsidiary
is a Foreign Subsidiary, the jurisdiction of organization thereof shall be reasonably satisfactory to the applicable Issuing Bank), denominated
in US Dollars and in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the Availability
Period. Notwithstanding anything to the contrary in any Letter of Credit, any letter of credit application or any other document entered
into by the Company or any Subsidiary with any Issuing Bank relating to any Letter of Credit, in the event of any inconsistency between
the terms and conditions thereof and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control.
A Letter of Credit issued by any Issuing Bank will only be of a type approved for issuance hereunder by such Issuing Bank (it being understood
and agreed that standby Letters of Credit shall be deemed of the type that is approved), and issuance, amendment and extension of Letters
of Credit by any Issuing Bank shall be subject to its customary policies and procedures for issuance of letters of credit. An Issuing
Bank shall not be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law, rule or
regulation of any Governmental Authority applicable to such Issuing Bank or any request, rule, guideline or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such
Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such
Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not
otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost
or expense which was not applicable on the Effective Date and which such Issuing Bank in good faith deems material to it.


 






     


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(b)        Notice
of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit or the amendment or extension
of an outstanding Letter of Credit (other than an automatic extension permitted pursuant to paragraph (c) of this Section), the applicable
Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, reasonably in advance of the requested date of issuance,
amendment or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or
extended, and specifying the requested date of issuance, amendment or extension (which shall be a Business Day), the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit,
the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicable Issuing Bank
to prepare, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit
a letter of credit application on such Issuing Bank’s standard form in connection with any such request. A Letter of Credit shall
be issued, amended or extended only if (and upon each issuance, amendment or extension of any Letter of Credit the applicable Borrower
shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the LC Exposure
will not exceed US$50,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by any Issuing Bank will
not exceed the LC Commitment of such Issuing Bank (unless otherwise agreed by such Issuing Bank), (iii) no Lender will have a Revolving
Exposure greater than its Commitment, (iv) the Aggregate Revolving Exposure will not exceed the Aggregate Commitment and (v) in
the event the Maturity Date shall have been extended as provided in Section 2.18, the total LC Exposure attributable to Letters of Credit
expiring after any Existing Maturity Date shall not exceed the Aggregate Commitments that shall have been extended to a date after the
latest expiration date of such Letters of Credit.


 






     


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(c)       Expiration
Date. Each Letter of Credit shall by its terms expire at or prior to the close of business on the earlier of (i) the date one
year after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year after such extension)
and (ii) the date that is five Business Days prior to the Maturity Date; provided that any Issuing Bank may, in its sole direction,
issue any Letter of Credit that expires after such date so long as such Letter of Credit is cash collateralized or backstopped, in a manner
reasonably satisfactory to the applicable Issuing Bank (any such Letter of Credit, a “Backstopped Letter of Credit”);
provided that any Letter of Credit may contain customary automatic extension provisions agreed upon by the applicable Borrower
and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit shall automatically be extended for a period
of up to 12 months (but not, except in the case of any Backstopped Letter of Credit, to a date later than the date set forth in clause
(ii) above), subject to a right on the part of such Issuing Bank to prevent any such extension from occurring by giving notice to the
beneficiary in advance of any such extension.


 


(d)       Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action
on the part of the applicable Issuing Bank or any Lender, the Issuing Bank that is the issuer thereof hereby grants to each Lender, and
each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable
Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing,
each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such
Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed
by the applicable Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to
be refunded to the applicable Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment or extension of any Letter of Credit, the occurrence and continuance of a Default, any reduction
or termination of the Commitments or any force majeure or other event that under any rule of law or uniform practices to which
any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce)
permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that, in
issuing, amending or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability
for relying, upon the representation and warranty of the Borrowers deemed made pursuant to Section 4.02, unless, at least two Business
Days prior to the time such Letter of Credit is issued, amended or extended (or, in the case of an automatic extension permitted pursuant
to paragraph (c) of this Section, at least two Business Days prior to the time by which the election not to extend must be made by the
applicable Issuing Bank), the Administrative Agent or the Required Lenders shall have notified the applicable Issuing Bank (with a copy
to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more
of the conditions precedent set forth in Section 4.03(a) or 4.03(b) would not be satisfied if such Letter of Credit were then issued,
amended or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing
Bank shall have any obligation to issue, amend or extend any Letter of Credit until and unless it shall be satisfied that the events
and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).


 






     


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(e)       Disbursements.
The Issuing Bank that is the issuer of such Letter of Credit shall, within the time allowed by applicable law or the specific terms of
the applicable Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under
a Letter of Credit and, promptly after such examination, shall notify the Administrative Agent and the Company, by telephone, fax or e-mail
of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any
failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.


 


(f)       Reimbursements.
If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 3:00 p.m., New York City time, on the Business
Day immediately following the day that such Borrower receives notice that such LC Disbursement is made; provided that the applicable
Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment
be financed with an ABR Borrowing and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged
and replaced by the resulting ABR Borrowing. If the applicable Borrower fails to reimburse any LC Disbursement by the time specified
above, the applicable Issuing Bank shall notify the Administrative Agent thereof, whereupon the Administrative Agent shall notify each
Lender of such failure, the payment then due from such Borrower in respect of the applicable LC Disbursement and such Lender’s
Applicable Percentage thereof. Promptly following receipt of such notice (and in any event, if such notice is received by 12:00 noon,
New York City time, on a Business Day, no later than 2:00 p.m., New York City time on such Business Day and if received after 12:00 noon,
New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), each
Lender shall pay to the Administrative Agent its Applicable Percentage of the amount then due from such Borrower, in the same manner
as provided in Section 2.04 with respect to Loans made by such Lender (and Section 2.04 shall apply, mutatis mutandis,
to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable
Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from
the applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing
Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders
and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing
Bank for an LC Disbursement (other than the funding of an ABR Borrowing as contemplated above) shall not constitute a Loan and shall
not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.



 








     


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(g)       Obligations
Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of this
Section is absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this
Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision thereof or hereof, (ii) any draft or other document presented
under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other
document that does not comply with the terms of such Letter of Credit, (iv) any force majeure or other event that under
any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor
publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the stated
expiration date thereof or of the Commitments or (v) any other event or circumstance whatsoever, whether or not similar to any
of the foregoing, that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of, or provide a
right of setoff against, such Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders, the Issuing
Banks or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or
transfer of any Letter of Credit, any payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), any error, omission, interruption, loss or delay in transmission or delivery of any draft,
notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms, any error in translation or any other act, failure to act or other
event or circumstance; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the
applicable Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims
in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by such Borrower that are
caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad
faith or wilful misconduct on the part of an Issuing Bank (with such absence to be presumed unless otherwise determined by a court
of competent jurisdiction in a final and nonappealable judgment), such Issuing Bank shall be deemed to have exercised care in each
such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with
respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, an
Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if
such documents are not in strict compliance with the terms of such Letter of Credit.


 


(h)       Interim
Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that such Borrower reimburses such LC Disbursement in full, at the rate per annum
then applicable to ABR Loans; provided that if the applicable Borrower fails to reimburse such LC Disbursement when due pursuant
to paragraph (f) of this Section, Section 2.10(c) shall apply. Interest accrued pursuant to this paragraph shall be paid to
the Administrative Agent, for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment
by any Lender pursuant to paragraph (f) of this Section to reimburse such Issuing Bank for such LC Disbursement shall be for
the account of such Lender to the extent of such payment, and shall be payable on demand or, if no demand has been made, on the date on
which the applicable Borrower reimburses the applicable LC Disbursement in full.


 






     


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(i)       Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from
the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall
deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount
in cash equal to 101% of the LC Exposure as of such date plus any accrued and unpaid fees and interest thereon; provided that
the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described
in clause (h) or (i) of Article VII. The Borrowers also shall deposit cash collateral in accordance with this paragraph as
and to the extent required by Section 2.17. Each such deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits,
which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense,
such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such
account shall, notwithstanding anything to the contrary herein, be applied by the Administrative Agent to reimburse the Issuing Banks
for LC Disbursements for which they have not been reimbursed, together with related fees, costs and customary processing charges, and,
to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure
at such time. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event
of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after
all Events of Default have been cured or waived. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant
to Section 2.17, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as promptly as practicable to
the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter
of Credit that is not fully covered by the Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral and no Event
of Default shall have occurred and be continuing.


 


(j)       Designation
of Additional Issuing Banks. The Company may, at any time and from time to time, designate as additional Issuing Banks one or more
Lenders that agree to serve in such capacity as provided below. The acceptance by a Lender of an appointment as an Issuing Bank hereunder
shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent (and shall
set forth the LC Commitment of such designated Lender), executed by the Company, the Administrative Agent and such designated Lender,
which shall set forth the LC Commitment of such Lender, and, from and after the effective date of such agreement, (i) such Lender
shall have all the rights and obligations of an Issuing Bank under this Agreement and (ii) references herein to the term “Issuing
Bank” shall be deemed to include such Lender in its capacity as an issuer of Letters of Credit hereunder.


 


(k)       Termination
of an Issuing Bank. The Company may terminate the appointment of any Issuing Bank as an “Issuing Bank” hereunder by providing
a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon
the earlier of (i) such Issuing Bank acknowledging receipt of such notice and (ii) the 10th Business Day following the date
of the delivery thereof; provided that no such termination shall become effective until and unless the LC Exposure attributable
to Letters of Credit issued by such Issuing Bank (or its branches or Affiliates) shall have been reduced to zero. At the time any such
termination shall become effective, the Company shall pay all unpaid fees accrued for the account of the terminated Issuing Bank pursuant
to Section 2.09(c). Notwithstanding the effectiveness of any such termination, the terminated Issuing Bank shall remain a party hereto
and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior
to such termination, but shall not be required to issue any additional Letters of Credit or amend or extend any existing Letter of Credit.


  


(l)       Issuing
Bank Reports to the Administrative Agent. Each Issuing Bank shall, in addition to its notification obligations set forth elsewhere
in this Section, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be
requested by the Administrative Agent) in respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions
and amendments, all expirations and cancelations and all disbursements and reimbursements and (ii) such other information as the
Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.


 






     


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(m)       LC
Exposure Determination.


 


(i) For all purposes
of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any document related thereto, provides for one
or more automatic increases in the stated amount thereof shall be deemed to be the maximum stated amount of such Letter of Credit after
giving effect to all such increases (other than any such increase consisting of the reinstatement of an amount previously drawn
thereunder and reimbursed), whether or not such maximum stated amount is in effect at the time of determination.


 


(ii) 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 Article 29(a) of the UCP, Rule 3.13 or Rule 3.14 of the ISP or similar terms of the Letter of Credit itself,
or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding”
and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrowers and each Lender hereunder
shall remain in full force and effect until the Issuing Banks and the Lenders shall have no further obligations to make any payments or
disbursements under any circumstances with respect to any Letter of Credit.


 


(n)        Letters
of Credit Issued for Account of Others. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations
of, or is for the account of, any Subsidiary that is not a Borrower, or states that any Subsidiary that is not a Borrower is the “account
party”, “applicant”, “customer”, “instructing party” or the like of or for such Letter of Credit,
and without derogating from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against
such Subsidiary in respect of such Letter of Credit, the Company (i) shall reimburse, indemnify and compensate the applicable Issuing
Bank hereunder for such Letter of Credit (including to reimburse any and all LC Disbursements thereunder, the payment of interest thereon
and the payment of fees due under Section 2.09(c)) as if such Letter of Credit had been issued solely for the account of the Company and
(ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations
of such Subsidiary in respect of such Letter of Credit. The Company hereby acknowledges that the issuance of Letters of Credit for its
Subsidiaries inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses
of its Subsidiaries.


 


SECTION 2.21. Borrowing Subsidiaries.


 


(a) The Company may at any
time and from time to time request the designation of any wholly-owned Subsidiary as a Borrowing Subsidiary by delivery to the
Administrative Agent of a written notice requesting such designation. As soon as practicable upon receipt of such notice, the
Administrative Agent shall make a copy thereof available to each Lender and each Issuing Bank. So long as (i) no Lender or Issuing
Bank shall have informed the Administrative Agent in writing, within five Business Days (or, in the case of any Foreign Subsidiary,
within 15 Business Days) following its receipt of such notice, that it is unlawful for such Lender or Issuing Bank to extend credit
to such Subsidiary or that such Lender is restricted by internal policies of general applicability from extending credit to Persons
organized or located in the jurisdiction in which such Subsidiary is organized or located and (ii) each Lender and each Issuing Bank
shall have received all documentation and other information with respect to such Subsidiary required by bank regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and
the Beneficial Ownership Regulation, in each case, that shall have been requested by such Lender or Issuing Bank (through the
Administrative Agent) within five Business Days following its receipt of such notice, such Subsidiary shall, upon delivery to the
Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company, and acknowledged by the
Administrative Agent, become a Borrowing Subsidiary hereunder for all purposes hereof.


 


(b) Upon the execution by the
Company and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to any Borrowing Subsidiary, such
Subsidiary shall cease to be a Borrowing Subsidiary and a party to this Agreement; provided that no Borrowing Subsidiary Termination
will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to make further
Borrowings or obtain Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing
Subsidiary, or any Letter of Credit issued for the account of such Borrowing Subsidiary, shall be outstanding hereunder or any fees or
other amounts remain unpaid with respect thereto. As soon as practicable upon receipt of a Borrowing Subsidiary Termination, the Administrative
Agent shall make a copy thereof available to each Lender and each Issuing Bank.


 


(c) Each Borrowing Subsidiary
hereby irrevocably appoints the Company as its agent for all purposes of this Agreement and the other Loan Documents, including (i) the
giving and receipt of notices (including any Borrowing Request, any Interest Election Request and any request for a Letter of Credit)
and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein. Each Borrowing Subsidiary hereby
acknowledges that any amendment or other modification to this Agreement or any other Loan Document may be effected as set forth in Section 9.02,
that no consent of such Borrowing Subsidiary shall be required to effect any such amendment or other modification and that such Borrowing
Subsidiary shall be bound by this Agreement or any other Loan Document (if it is theretofore a party thereto) as so amended or modified.


 






     


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ARTICLE III


 


Representations
and Warranties


 


The Company represents and warrants
to the Administrative Agent and the Lenders, on the Effective Date, the Availability Date and thereafter as of each other date such representations
and warranties are required to be or are deemed to be made pursuant to this Agreement that:


 


SECTION 3.01. Organization;
Powers. Each of the Company and its Subsidiaries (a) is duly organized, validly existing and, to the extent such concept is applicable
in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its organization, (b) has all power and authority
required for the ownership and operation of its properties and the conduct of its business as now conducted and (c) is qualified to do
business and is in good standing (or the equivalent, if applicable), in every jurisdiction where such qualification is required,
except, in each case under clauses (a) (other than with respect to any Borrower), (b) and (c) above, where the failure to do so, individually
or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.02. Authorization;
Enforceability. The Financing Transactions to be entered into by each Borrower are within such Borrower’s corporate or other
organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, shareholder action
of such Borrower. This Agreement has been duly executed and delivered by the Company and constitutes, and each other Loan Document to
which any Borrower is to be a party, when executed and delivered by such Borrower will constitute, a legal, valid and binding obligation
of the Company or the applicable Borrower, as the case may be, enforceable against it in accordance with its terms, subject to applicable
Debtor Relief Laws and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


SECTION 3.03. Governmental
Approvals; Absence of Conflicts. The Financing Transactions (a) do not require any consent or approval of, registration or filing
with or any other action by any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b)
do not and will not violate any applicable law, including any order of any Governmental Authority, (c) do not and will not violate the
articles of incorporation or bylaws of any Borrower, (d) do not and will not violate or result (alone or with notice or lapse of time
or both) in a default under any agreement or instrument binding upon the Company or any Subsidiary or any of their assets, and (e) do
not and will not result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary, other than Liens
permitted under Section 6.02, in each case under clause (a), (b) and (d) above, except to the extent that any of the foregoing would not,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.04. Financial Condition;
No Material Adverse Change. (a) The Company has heretofore made available to the Lenders (i) its consolidated balance sheet and related
consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows as of and for the fiscal year ended
October 2, 2020, audited by and accompanied by the opinion of KPMG LLP, and (ii) its unaudited consolidated balance sheet and related
consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows as of and for the fiscal quarters
and the portion of the fiscal year ended January 1, 2021 and April 2, 2021. Such financial statements present fairly, in all material
respects, the financial position and the results of operations and cash flows of the Company and its consolidated Subsidiaries as of such
dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes
in the case of the statements referred to in clause (ii) above.


 


(b) Since October 2, 2020, there
has been no event or condition that has resulted, or would reasonably be expected to result, in a material adverse change in the business,
assets, liabilities, operations or financial condition of the Company and the Subsidiaries, taken as a whole.


 






     


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SECTION 3.05. Litigation
and Environmental Matters. (a) There are no actions, suits or proceedings by or before any Governmental Authority or arbitrator
pending against or, to the knowledge of the Company, threatened in writing against the Company or any Subsidiary that would
reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.


 


(b) Except with respect to any
matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither the Company
nor any Subsidiary (i) since October 2, 2020 has failed to comply with any Environmental Law or to obtain, maintain or comply with
any Governmental Approval required under any Environmental Law, (ii) is subject to any Environmental Liability or (iii) since October
2, 2020 has received written notice of any claim with respect to any Environmental Liability.


 


SECTION 3.06. Compliance
with Laws. The Company and each Subsidiary is in compliance with all laws, including all Environmental Laws, and all orders of any
Governmental Authority, applicable to it, its operations or its property, except where the failure to do so, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.07. Anti-Corruption
Laws and Sanctions. The Company has implemented and maintains in effect policies and procedures designed to promote compliance in
all material respects by the Company and the Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions, and the Company and the Subsidiaries and their respective officers and directors and, to the knowledge
of the Company, their respective employees and agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all material
respects. None of (a) the Company or any Subsidiary or any of their respective directors or officers or, to the knowledge of the Company,
their respective employees, or (b) to the knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity
in connection with or benefit from any credit facility established hereby, is a Sanctioned Person.


 


SECTION 3.08. Investment
Company Status. No Borrower is an “investment company” as defined in, or subject to regulation under, the Investment Company
Act of 1940.


 


SECTION 3.09. ERISA.
No ERISA Events have occurred or are reasonably expected to occur that would, in the aggregate, reasonably be expected to result in a
Material Adverse Effect. The Company and each ERISA Affiliate is in compliance in all material respects with the applicable provisions
of ERISA and the Code with respect to each Plan, except as would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect, neither the Company nor any ERISA Affiliate has (a) sought a waiver of the minimum funding standard under Section 412 of the
Code in respect of any Plan, (b) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment
to any Plan that has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA
or the Code, or (c) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007
of ERISA that are not past due. The assets of the Company are not and will not be “plan assets” (within the meaning of 29
CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Plans during the term of the Loans and the Commitments.


 






     


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SECTION 3.10. Taxes.
The Company and each Subsidiary has timely filed, or caused to be filed, all Tax returns and reports required to have been filed and has
paid, or caused to be paid, all Taxes required to be paid by it, except where (a) (i) the validity or amount thereof is being contested
in good faith by appropriate proceedings and (ii) the Company or such Subsidiary has set aside on its books reserves with respect thereto
to the extent required by GAAP or (b) the failure to file such return or make such payment would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.11. Solvency.
On the Effective Date and on the Availability Date, immediately after giving effect to the Transactions to occur on such date, including
the making of the Loans and the application of the proceeds thereof, (a) the fair value of the assets of the Company and its Subsidiaries,
on a consolidated basis, will exceed their debts and liabilities, on a consolidated basis, subordinated, contingent or otherwise, (b)
the present fair saleable value of the property of the Company and its Subsidiaries, on a consolidated basis, will be greater than the
amount that will be required to pay the probable liabilities on their debts and other liabilities, on a consolidated basis, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) the Company and its Subsidiaries, on a consolidated
basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured and (d) the Company and its Subsidiaries, on a consolidated basis, are not engaged in and are not about to engage in
business for which they will have unreasonably small capital. For purposes of this Section, the amount of the contingent liabilities of
the Company and the Subsidiaries at any time shall be computed at the amount that, in light of all the facts and circumstances existing
as of the Effective Date or the Availability Date, as the case may be, represents the amount that can reasonably be expected to become
an actual or matured liability.


 


SECTION 3.12. Disclosure.
As of the Effective Date, neither the Confidential Information Memorandum nor any other written information (other than any projections
and forward-looking statements and information of a general economic or industry-specific nature) furnished by or on behalf of the Company
or any Subsidiary to the Administrative Agent, any Arranger, any Lender or any Issuing Bank in connection with the negotiation of this
Agreement, when taken as a whole after giving effect to all supplements and updates theretofore furnished, does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially
misleading in light of the circumstances under which such statements are made. Any projections or other forward-looking statements that
have been furnished by or on behalf of the Company to the Administrative Agent, any Arranger, any Lender or any Issuing Bank in connection
with the negotiation of this Agreement have been prepared in good faith based upon assumptions that are believed by the Company
to be reasonable at the time made and at the time such projections are furnished to the Administrative Agent, any Arranger, any Lender
or any Issuing Bank, it being recognized that projections and other forward-looking statements are subject to significant uncertainties
and contingencies, many of which are beyond the Company’s control and are not to be viewed as facts, that actual results during
the period or periods covered by the projections may differ from the projected results, that such differences may be material and that
no assurance can be given that any projection will be realized.


 






     


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SECTION 3.13. Federal Reserve
Regulations. Neither the Company nor any Subsidiary is engaged or will engage, principally or as one of its important activities,
in the business of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors), or extending credit
for the purpose of purchasing or carrying margin stock. No part of the proceeds of the Loans will be used, directly or indirectly, for
any purpose that violates (including on the part of any Lender) any of the regulations of the Board of Governors, including Regulations
U and X.


 


SECTION 3.14. Use of Proceeds(a)
.. The Borrowers will use the proceeds of the Loans and the Letters of Credit solely for working capital and other general corporate purposes
of the Company and its Subsidiaries. No Borrower will request any Borrowing, and no Borrower will use, and the Company will procure that
the Subsidiaries will not use, the proceeds of any Borrowing (a) in furtherance of an offer, payment, promise to pay, or authorization
of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose
of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country,
or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.


 


SECTION 3.15. Affected Financial
Institutions. No Borrower is an Affected Financial Institution.


 


ARTICLE IV


 


Conditions Precedent


 


SECTION 4.01. Conditions
to Effective Date. This Agreement shall not become effective until the date on which each of the following conditions shall be satisfied
(or waived in accordance with Section 9.02); provided that the obligations of the Lenders to make Loans and of the Issuing Banks
to issue, amend or extend Letters of Credit are further subject to the satisfaction (or waiver in accordance with Section 9.02) of the
conditions precedent set forth in Section 4.02:


 


(a) The Administrative
Agent shall have received from each party hereto either (i) a counterpart of this Agreement executed on behalf of such party or (ii)
written evidence satisfactory to the Administrative Agent (which, subject to Section 9.06(b), may include any Electronic Signatures transmitted
by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page) that such party has
signed a counterpart of this Agreement.


 


(b) The Administrative
Agent shall have received a written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Effective
Date) of Jones Day, counsel for the Company, in form and substance reasonably satisfactory to the Administrative Agent.


 


(c) The Administrative
Agent shall have received a certificate of the Company, dated the Effective Date and executed by the secretary or an assistant secretary
of the Company and in form and substance reasonably satisfactory to the Administrative Agent, attaching (i) a copy of the articles of
incorporation of the Company, which shall be certified as of the Effective Date or a recent date prior thereto by the appropriate Governmental
Authority, and the bylaws of the Company, (ii) signature and incumbency certificates of the officers of the Company executing any Loan
Document, (iii) resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance
of the Loan Documents, certified as of the Effective Date by such secretary or assistant secretary as being in full force and effect without
modification or amendment, and (iv) a good standing certificate from the applicable Governmental Authority of the State of Delaware, dated
the Effective Date or a recent date prior thereto.


 


(d) The Administrative
Agent shall have received a customary certificate, dated the Effective Date and signed by a Responsible Officer of the Company, certifying
that, as of the Effective Date, (i) the representations and warranties of the Company set forth in the Loan Documents are true and correct
(A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material
respects and (ii) no Default has occurred and is continuing.


 


(e) The Company
shall have paid, on or prior to the Effective Date, all fees, expenses and other amounts payable by it on or prior to the Effective Date
under this Agreement, the Commitment Letter and the Fee Letters (in the case of expenses and other amounts, solely to the extent invoiced
at least two Business Days prior to the Effective Date).


 


(f) The Administrative
Agent shall have received, at least two Business Days prior to the Effective Date, all documentation and other information requested by
it (including at the request of any Lender) in writing to the Company at least 10 Business Days prior to the Effective Date that is required
by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including,
without limitation, the USA PATRIOT Act and the Beneficial Ownership Regulation.


 


The Administrative Agent shall notify the Company and the Lenders of
the Effective Date, and such notice shall be conclusive and binding.


 






     


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SECTION 4.02. Conditions
to Availability Date. The obligations of each Lender to make Loans and of each Issuing Bank to issue, amend or extend Letters of
Credit hereunder are subject to the occurrence of the Effective Date and satisfaction (or waiver in accordance with Section 9.02) of
the following conditions; provided that the foregoing obligations are further subject to the satisfaction (or waiver in accordance
with Section 9.02) of the conditions precedent set forth in Section 4.03:


 


(a) The IAB Acquisition
shall have been (or, substantially concurrently shall be) consummated pursuant to, and in all material respects in accordance with, the
terms of the IAB Acquisition Agreement. The IAB Acquisition Agreement shall not have been amended, supplemented or modified in any respect,
or any provision or condition therein waived, or any consent granted thereunder (directly or indirectly), by the Company or any of the
Subsidiaries, if such amendment, supplementation, modification, waiver or consent would be material and adverse to the interests of the
Lenders or the Arrangers (in either case, in their capacities as such) without the Arrangers’ prior written consent (such consent
not to be unreasonably withheld, delayed or conditioned), it being understood and agreed that (i) any reduction, when taken together with
all prior reductions, of less than 10% in the original consideration for the IAB Acquisition will be deemed not to be (and any such reduction
of 10% or more will be deemed to be) material and adverse to interests of the Lenders or the Arrangers, provided, in the case of
any such reduction of less than 10%, that the aggregate principal amount of the Bridge Facility (and, upon the termination of the Bridge
Facility, the commitments under the Term Credit Agreement) shall have been reduced on a dollar-for-dollar basis, (ii) any increase,
when taken together with all prior increases, of less than 10% in the original consideration for the IAB Acquisition will be deemed not
to be (and any such increase of 10% or more will be deemed to be) material and adverse to interests of the Lenders and the Arrangers and
(iii) the updating of certain schedules to the disclosure schedules referred to in the IAB Acquisition Agreement, as such updating is
expressly contemplated by the IAB Acquisition Agreement as in effect on the Signing Date, will be deemed not to be material and adverse
to interests of the Lenders and the Arrangers.


 


(b) The Administrative
Agent shall have received a customary certificate, dated the Availability Date and signed by a Responsible Officer of the Company, certifying
that, as of the Availability Date, (i) the conditions set forth in paragraphs (a), (c) and (d) of this Section have been satisfied, (ii)
the representations and warranties of the Borrowers set forth in the Loan Documents are true and correct (A) in the case of the representations
and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects and (iii) no Default has occurred
and is continuing.


 


(c) At the time
of and after giving effect to the borrowing of the Loans on the Availability Date and application of the proceeds thereof, the IAB Acquisition
Agreement Representations shall be true and correct.


 


(d) Since January 2, 2021, there shall
not have occurred an IAB Material Adverse Effect.


 


(e) The Administrative
Agent shall have received a certificate, substantially in the form of Exhibit F, dated as of the Availability Date and executed by the
chief financial officer of the Company, certifying that, as of the Availability Date, the Company and the Subsidiaries, on a consolidated
basis after giving effect to the Transactions that are to occur on such date, are solvent.


 


(f) The Arrangers
shall have received a copy of the Release Documentation (as defined in the IAB Acquisition Agreement as in effect on the Signing Date)
and the releases and terminations contemplated thereby shall have, or substantially concurrently with the consummation of the IAB Acquisition
shall, become effective.


 


(g) The Company
shall have paid, on or prior to the Availability Date, all fees, expenses and other amounts payable by it on or prior to the Availability
Date under this Agreement, the Commitment Letter and the Fee Letters (in the case of expenses and other amounts, solely to the extent
invoiced at least two Business Days prior to the Availability Date).


 


The Administrative Agent shall notify the Company
and the Lenders of the Availability Date, and such notice shall be conclusive and binding.


 






     


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SECTION 4.03. Conditions
to Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or
continuation of any Loan) and of each Issuing Bank to issue, amend or extend any Letter of Credit is subject to the receipt of a request
therefor in accordance herewith and to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions:


 


(a) The representations and
warranties of each Borrower set forth in the Loan Documents (other than, after the Availability Date, the representations and warranties
set forth in Sections 3.04(b) and 3.05(a)) shall be true and correct (i) in the case of the representations and warranties qualified
as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing
or the date of issuance, amendment or extension of such Letter of Credit, as applicable, except in the case of any such representation
and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and
as of such prior date.


 


(b) At the time of and immediately
after giving effect to such Borrowing or the issuance, amendment or extension of such Letter of Credit, as applicable, no Default shall
have occurred and be continuing.


 


On the date of any Borrowing
(other than any conversion or continuation of any Loan) or the issuance, amendment or extension of any Letter of Credit, the Company and
each other applicable Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b)
above have been satisfied.


 


SECTION 4.04. Conditions
to Initial Credit Extension to Each Borrowing Subsidiary. The obligations of the Lenders to make Loans and of the Issuing Banks to
issue Letters of Credit hereunder to or for the account of any Borrowing Subsidiary shall not become effective until the date on which
each of the following additional conditions shall be satisfied (or waived in accordance with Section 9.02):


 


(a) The Administrative Agent
shall have received such Borrowing Subsidiary’s Borrowing Subsidiary Agreement, duly executed by all parties thereto.


 


(b) The Administrative Agent
shall have received a written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks) of counsel for such Borrowing
Subsidiary (or, where customary, of counsel to the Administrative Agent) in form and substance reasonably satisfactory to the Administrative
Agent.


 


(c) The Administrative Agent
shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request in writing (including
email) in advance of such credit extension relating to the organization, existence and good standing of such Borrowing Subsidiary, the
authorization of the Financing Transactions insofar as they relate to such Borrowing Subsidiary and any other legal matters relating to
such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such Financing Transactions, all in form and substance reasonably satisfactory
to the Administrative Agent.


 






     


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ARTICLE V



Affirmative Covenants


 


Until the Commitments shall
have expired or been terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder (other
than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been
made) shall have been paid in full, the Company covenants and agrees with the Lenders that:


 


SECTION 5.01. Financial Statements
and Other Information. The Company will furnish to the Administrative Agent, on behalf of each Lender:


 


(a) within 90 days
after the end of each fiscal year of the Company, its audited consolidated balance sheet and related consolidated statements of operation,
comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case
in comparative form the figures for the prior fiscal year, all audited by and accompanied by the opinion of KPMG LLP or another independent
registered public accounting firm of recognized national standing (without a “going concern” or like qualification, exception
or emphasis and without any qualification, exception or emphasis as to the scope of such audit) to the effect that such consolidated
financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of
the Company and its consolidated Subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP;


 


(b) within 45 days
after the end of each of the first three fiscal quarters of each fiscal year of the Company, the unaudited consolidated balance sheet
as of the end of such fiscal quarter, the related consolidated statements of operations, comprehensive income, stockholders’ equity
and cash flows for such fiscal quarter and the then elapsed portion of the fiscal year, in each case setting forth in comparative form
the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year,
all certified by a Financial Officer of the Company as presenting fairly, in all material respects, the financial position and results
of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal
quarter or, as applicable, such portion of the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and the
absence of certain footnotes;


 


(c) within five
Business Days of each delivery of financial statements under clause (a) or (b) above, a completed Compliance Certificate signed
by a Financial Officer of the Company, (i) certifying as to whether a Default has occurred and is continuing on such date and, if
a Default has occurred and is continuing on such date, specifying the reasonable details thereof and any action taken or proposed to be
taken with respect thereto, and (ii) setting forth reasonably detailed calculations of the financial covenant in Section 6.06;


 


(d) reasonably promptly
after publication of any change by Moody’s, S&P or Fitch in its Rating, notice of such change;


 


(e) reasonably promptly
following a written request therefor, any documentation or other information that the Administrative Agent or a Lender (through the Administrative
Agent) reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money
laundering rules and regulations, including, without limitation, the USA PATRIOT Act and the Beneficial Ownership Regulation; and


 


(f) reasonably
promptly after any written request therefor, such other information regarding the operations, business affairs, assets, liabilities (including
contingent liabilities) and financial condition of the Company or any Subsidiary, or compliance with the terms of any Loan Document,
as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request in writing; provided that
the Company shall not be required to provide any such information to the extent that the provision thereof would, in the Company’s
good faith judgment, violate any work product or attorney-client privilege (or result in the loss thereof), violate any law, rule or
regulation applicable to the Company and/or any Subsidiary or any obligation of confidentiality to a third party binding on the Company
and/or any Subsidiary (so long as such confidentiality obligation was not entered into in contemplation of preventing such information
from being provided and the Company and the applicable Subsidiary use commercially reasonable efforts to obtain a waiver of any
such confidentiality obligation); provided further that the Company shall provide the Administrative Agent with notice of the
existence of any such information that is being withheld.


 


Information required to be delivered pursuant
to clause (a) or (b) of this Section shall be deemed to have been delivered to the Administrative Agent and the Lenders if such information,
or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on the Approved
Electronic Platform or shall be publicly available on the website of the SEC at http://www.sec.gov. Information required to be delivered
pursuant to this Section to the Administrative Agent may also be delivered by electronic communications pursuant to procedures approved
by the Administrative Agent.


 






     


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SECTION 5.02. Notices of
Material Events. Reasonably promptly after any Responsible Officer of the Company obtains knowledge thereof, the Company will furnish
to the Administrative Agent written notice of the following:


 


(a) the occurrence
of any Default;


 


(b) the filing or
commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company
or any Subsidiary, or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by the
Company to the Administrative Agent, that in each case would reasonably be expected to result, individually or in the aggregate, in a
Material Adverse Effect;


 


(c) the occurrence
of any ERISA Events or Foreign Benefit Events that would reasonably be expected to result, individually or in the aggregate, in a Material
Adverse Effect; or


 


(d) any violations
of any Environmental Law or the assertion of any Environmental Liability that would reasonably be expected to result, individually or
in the aggregate, in a Material Adverse Effect.


 


Each notice delivered under this Section shall
be accompanied by a statement of a Responsible Officer of the Company (in the case of clause (a) above, stating that it is a “notice
of default”) setting forth the details of the event or development requiring such notice and any action taken or proposed to be
taken with respect thereto.


 


SECTION 5.03. Existence;
Conduct of Business. The Company will, and will cause each Subsidiary to, do or cause to be done all things necessary to preserve,
renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges and franchises material
to the conduct of the business of the Company and the Subsidiaries taken as a whole, except, other than with respect to the legal existence
of any Borrower, where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect; provided that the foregoing shall not prohibit any transaction permitted under Section 6.04(a).


 


SECTION 5.04. Payment of
Taxes. The Company will, and will cause each Subsidiary to, pay its Taxes before the same shall become delinquent or in default,
except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceedings and (ii) the Company
or such Subsidiary has set aside on its books reserves with respect thereto to the extent required by GAAP or (b) the failure to make
such payment would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 







     


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SECTION 5.05. Maintenance
of Properties and Rights. The Company will, and will cause each Subsidiary to, keep and maintain all property material to the conduct
of its business in good working order and condition, ordinary wear and tear and casualty and condemnation excepted, and will take all
actions that in the reasonable judgment of the Company are reasonably necessary to protect all patents, trademarks, copyrights, licenses,
technology, software, domain names and other intellectual property rights necessary to the conduct of its business as currently conducted
and proposed to be conducted, except in each case where the failure to take any such actions or keep or maintain such property, individually
or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall
not prohibit any transaction permitted under Section 6.04(a).


 


SECTION 5.06. Insurance.
The Company will, and will cause each Subsidiary to, maintain, with insurance companies that the Company believes (in the good faith judgment
of the management of the Company) are financially sound and reputable (including captive insurance subsidiaries), insurance in such amounts
(with no greater risk retention) and against such risks as is customarily maintained by companies of established repute engaged in the
same or similar businesses operating in the same or similar locations or consistent with the Company’s past practices.


 


SECTION 5.07. Books and
Records; Inspection and Audit Rights. The Company will, and will cause each Subsidiary to, keep proper books of record and
account in which entries that are true and correct in all material respects are made of all material dealings and transactions in
relation to its business and activities sufficient to permit the preparation of financial statements in accordance with GAAP. The
Company will, and will cause each Subsidiary to, permit the Administrative Agent (acting on its own behalf or on behalf of any of
the Lenders), and any agent designated by the Administrative Agent, upon reasonable prior written notice, (a) to visit and
reasonably inspect its properties, (b) to examine and make extracts from its books and records and (c) to discuss its
operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition with its officers and
accountants, all at such reasonable times during normal business hours as reasonably requested; provided that the
Administrative Agent may not exercise such rights more often than once during any calendar year (it being understood that any
expenses incurred by the Administrative Agent in connection therewith shall be subject to reimbursement by the Company in accordance
with Section 9.03); provided further that when an Event of Default exists, the Administrative Agent (or any of its agents)
may do any of the foregoing (at the expense of the Company) at any time during normal business hours and upon reasonable advance
notice. The Administrative Agent shall give the Company the opportunity to participate in any discussions with the Company’s
independent accountants. Notwithstanding anything to the contrary in this Section, neither the Company nor any Subsidiary shall be
required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document,
information or other matter to the extent that such disclosure, inspection, examination or discussion would, in the Company’s
good faith judgment, violate any work product or attorney-client privilege (or result in the loss thereof), violate any law, rule or
regulation applicable to the Company and/or any Subsidiary or any obligation of confidentiality to a third party binding on the
Company or any Subsidiary (so long as such confidentiality obligation was not entered into in contemplation of preventing such
disclosure, inspection, examination or discussion and the Company or the applicable Subsidiary uses commercially reasonable efforts
to obtain a waiver of any such confidentiality obligation); provided that, to the extent the Company is legally and
contractually permitted to do so and such notice doesn’t violate any order of any court or administrative agency, the Company
shall provide the Administrative Agent with reasonable notice of the existence of any such information that is being so
withheld.


 






     


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SECTION 5.08. Compliance
with Laws. The Company will, and will cause each Subsidiary to, comply with all laws, including all Environmental Laws, and all orders
of any Governmental Authority, applicable to it, its operations or its property, except where the failure to do so, individually or in
the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Company will maintain in effect and enforce
policies and procedures designed to promote compliance in all material respects by the Company and the Subsidiaries and their respective
directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


SECTION 5.09. Use of Proceeds.
(a) The proceeds of the Loans and the Letters of Credit will be used solely for working capital and other general corporate purposes of
the Company and its Subsidiaries.


 


(b) No Borrower will request
any Borrowing, and no Borrower will use, and the Company will ensure that its Subsidiaries will not use, the proceeds of any Borrowing
(i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value,
to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business
or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation
of any Sanctions applicable to any party hereto.


 


ARTICLE VI


 


Negative Covenants


 


Until the Commitments shall
have expired or been terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder (other
than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been
made) shall have been paid in full, the Company covenants and agrees with the Lenders that:


 






     


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SECTION 6.01. Subsidiary
Indebtedness. The Company will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, other than:


 


(a) Indebtedness
existing on the Effective Date and set forth on Schedule 6.01 and any renewals, extensions, refinancings or replacements thereof; provided
that the amount of such Indebtedness is not increased at the time of such renewal, extension, refinancing or replacement thereof except
by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection with such renewal, extension, refinancing
or replacement;


 


(b) Indebtedness
of any Subsidiary owed to the Company or any other Subsidiary; provided that such Indebtedness shall not have been transferred
to any Person other than the Company or a Subsidiary;


 


(c) Guarantees by
any Subsidiary of Indebtedness of any other Subsidiary; provided that a Subsidiary shall not Guarantee Indebtedness of any other
Subsidiary that it would not have been permitted to incur under this Section if it were a primary obligor thereon;


 


(d) Indebtedness
of any Subsidiary (i) incurred to finance the acquisition, construction, repair or improvement, as applicable, of any fixed or capital
assets (including Capital Lease Obligations) or any demonstration or evaluation equipment (including with respect to equipment bailments
and equipment demonstration or evaluation loans); provided that such Indebtedness related to the acquisition, construction, repair
or improvement of (x) any fixed or capital assets is incurred prior to or within 270 days after such acquisition or the completion of
such construction, repair or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing,
repairing or improving such fixed or capital assets and (y) any demonstration or evaluation equipment is incurred prior to or within 18
months after such demonstration or evaluation equipment is received by the applicable Subsidiary and the principal amount of such Indebtedness
does not exceed the cost of acquiring, constructing, repairing or improving such demonstration or evaluation equipment, or (ii) assumed
in connection with the acquisition of any fixed or capital assets, or any demonstration or evaluation equipment, and, in each case, any
renewals, extensions, refinancings or replacements thereof; provided that the amount of such Indebtedness is not increased at the
time of such renewal, extension, refinancing or replacement thereof except by an amount equal to any premium or other amount paid, and
fees and expenses incurred, in connection with such renewal, extension, refinancing or replacement;


 


(e)
Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated
with or into a Subsidiary in a transaction permitted hereunder) after the Effective Date, or Indebtedness of any Person that is
assumed by any Subsidiary after the Effective Date in connection with an acquisition of assets by such Subsidiary in an Acquisition
permitted hereunder; provided that such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or
consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a
Subsidiary (or such merger or consolidation) or such assets being acquired, and any renewals, extensions, refinancings and
replacements thereof; provided, further, that the amount of such Indebtedness is not increased at the time of such
renewal, extension, refinancing or replacement thereof except by an amount equal to any premium or other amount paid, and fees and
expenses incurred, in connection with such renewal, extension, refinancing or replacement;


 






     


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(f) Indebtedness
in respect of letters of credit, bank guarantees, bankers’ acceptances and similar instruments issued for the account of any Subsidiary
in the ordinary course of business;


 


(g) Indebtedness
in respect of netting services, overdraft protections and otherwise arising from treasury, depository and cash management services or
in connection with any automated clearing-house transfers of funds, overdraft or any similar services, in each case in the ordinary course
of business;


 


(h) (i) Indebtedness
with respect to surety, appeal, indemnity, performance, bid or other similar bonds in the ordinary course of business, (ii) Indebtedness
in the form of purchase price adjustments, earn-outs, earnest money or similar obligations incurred in connection with any Acquisition
or any Disposition or joint venture investment not prohibited hereunder and (iii) Indebtedness in the form of guaranties of performance,
completion, quality and the like provided by any Subsidiary with respect to performance or similar obligations owing to any customer or
supplier by the Company or any of its Subsidiaries;


 


(i) Indebtedness
owing to any insurance company in connection with the financing of insurance premiums in the ordinary course of business;


 


(j) customer and
supplier consignments, deposits and advance payments received in the ordinary course of business from customers or suppliers for goods
or services purchased or sold in the ordinary course of business;


 


(k) Indebtedness
of the Borrowing Subsidiaries under the Loan Documents;


 


(l) obligations
of any Subsidiary incurred under or in connection with any Securitization; provided that such Securitization shall be permitted
by Section 6.02(n)(i); and


 


(m) other
Indebtedness; provided that at the time of and after giving pro forma effect to the incurrence of any such Indebtedness and
the application of the proceeds thereof, the sum, without duplication, of (i) the aggregate principal amount of outstanding
Indebtedness permitted in reliance on this clause (m), (ii) the aggregate principal amount of the outstanding Indebtedness secured
by Liens permitted in reliance on Section 6.02(o) and (iii) the Attributable Debt in respect of all outstanding Sale/Leaseback
Transactions permitted in reliance on Section 6.03(b) does not exceed 15.0% of Consolidated Net Tangible Assets.


 






     


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SECTION 6.02. Liens.
The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any asset now owned
or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof
(including pursuant to a Securitization), except:


 


(a) Permitted Liens;


 


(b) any Lien on
any asset (and any additions, parts, attachments, improvements and accessions thereto and the proceeds thereof) of the Company or any
Subsidiary existing on the Effective Date and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other
asset of the Company or any Subsidiary (other than additions, parts, attachments, improvements or accessions thereto and the proceeds
thereof) and (ii) such Lien shall secure only those obligations that it secures on the Effective Date and extensions, renewals, refinancings
and replacements thereof that do not increase the outstanding principal amount thereof except by an amount equal to any premium or other
amount paid, and fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement;


 


(c) Liens on fixed
or capital assets (and any additions, parts, attachments, improvements and accessions thereto and the proceeds thereof) acquired, constructed,
repaired or improved by the Company or any Subsidiary securing Indebtedness or other obligations incurred to finance such acquisition,
construction, repair or improvement (including purchase money Liens) and extensions, renewals, refinancings and replacement thereof that
do not increase the outstanding principal amount thereof except by an amount equal to any premium or other amount paid, and fees and expenses
incurred, in connection with such extension, renewal, refinancing or replacement; provided that (i) such Liens and the Indebtedness
secured thereby are incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement,
(ii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing, repairing or improving such fixed or capital
assets and (iii) such Liens shall not apply to any other assets of the Company or any Subsidiary (other than additions, parts, attachments,
improvements and accessions thereto and the proceeds thereof); provided further that individual financings of equipment or other
fixed or capital assets in favor of any Person (or its Affiliates) that are, in each case, permitted to be secured under this clause (c)
may be cross-collateralized to other such financings provided by such Person (or its Affiliates);


 






     


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(d) any Lien
on any asset (and any additions, parts, attachments, improvements and accessions thereto and the proceeds thereof) acquired by the
Company or any Subsidiary after the Effective Date existing at the time of the acquisition thereof or existing on any asset of any
Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into the
Company or a Subsidiary in a transaction permitted hereunder) after the Effective Date and prior to the time such Person becomes a
Subsidiary (or is so merged or consolidated); provided that (i) such Lien is not created in contemplation of or in
connection with such acquisition or such Person becoming a Subsidiary (or such merger or consolidation), as the case may be,
(ii) such Lien shall not apply to any other assets of the Company or any Subsidiary (other than additions, parts, attachments,
improvements and accessions thereto and the proceeds thereof) and (iii) such Lien shall secure only those obligations that it
secures on the date of such acquisition or the date such Person becomes a Subsidiary (or is so merged or consolidated), as the case
may be, and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount
thereof except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection with such
extension, renewal, refinancing or replacement;


 


(e) in connection
with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.04, customary rights
and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;


 


(f) in the case
of (i) any Subsidiary that is not a wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, any encumbrance
or restriction, including any first rights of refusal, options, put and call arrangements, related to Equity Interests in such Subsidiary
or such other Person set forth in the organizational documents or other applicable agreement of such Subsidiary or such other Person or
any related joint venture, shareholders’, partnerships or similar agreement;


 


(g) Liens solely
on any cash deposits, escrow arrangements or similar arrangements made by the Company or any Subsidiary in connection with any letter
of intent or purchase agreement for an Acquisition or other transaction not prohibited hereunder;


 


(h) Liens deemed
to exist in connection with Sale/Leaseback Transactions permitted by Section 6.03(a);


 


(i) (i) deposits
made in the ordinary course of business to secure obligations to insurance carriers providing casualty, liability or other insurance to
the Company and the Subsidiaries and (ii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums
with respect thereto;


 


(j) (i) Liens
of a collection bank arising under Section 4-208 of the Uniform Commercial Code as in effect in the State of New York (or, if
applicable, the corresponding section of the Uniform Commercial Code in the relevant jurisdiction) on items in the course of
collection and (ii) Liens on cash deposited with a trustee or a similar Person to defease or to satisfy and discharge any
Indebtedness; provided that such defeasance or satisfaction and discharge is permitted hereunder;


 






     


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(k) Liens arising
under repurchase agreements and reverse repurchase agreements held by the Company or any Subsidiary in the ordinary course of business
as part of its cash management policies;


 


(l) (i) Liens granted
to the Administrative Agent, for the benefit of the Lenders, the Issuing Banks and other customary secured parties, securing Indebtedness
and other obligations arising under the Loan Documents (and any similar Liens granted under the Term Credit Agreement on an equally and
ratably secured basis on terms reasonably satisfactory to the Administrative Agent) and (ii) Liens on cash and cash equivalents securing
obligations with respect to Letters of Credit under any Loan Document (including Liens securing any Backstopped Letter of Credit);


 


(m) Liens on cash
and cash equivalents arising in connection with any margin posted related to Hedging Agreements entered by the Company or any Subsidiary
other than for speculative purposes;


 


(n) (i) Securitizations
entered into by the Company or any Subsidiary; provided that the aggregate amount of Securitizations permitted by this clause (n)
shall not exceed US$500,000,000 at any time outstanding and (ii) Liens on accounts receivable, the proceeds thereof and interests
therein and assets relating thereto (and, in the case of clause (B) below, on Equity Interests in any Securitization Entity) existing
or deemed to exist in connection with (A) any Supply Chain Financing Arrangement, solely to the extent arising as a result of a recharacterization
of a sale of accounts receivable thereunder, or (B) any Securitization permitted pursuant to clause (i) above; and


 


(o) other Liens;
provided that at the time of and after giving pro forma effect to the incurrence of any such Lien (or any Indebtedness secured
thereby and the application of the proceeds thereof), the sum, without duplication, of (i) the aggregate principal amount of the
outstanding Indebtedness secured by Liens permitted in reliance on this clause (o), (ii) the aggregate principal amount of the outstanding
Indebtedness of Subsidiaries permitted in reliance on Section 6.01(m) and (iii) the Attributable Debt in respect of all outstanding Sale/Leaseback
Transactions permitted in reliance on Section 6.03(b) does not exceed 15.0% of Consolidated Net Tangible Assets.


 


SECTION 6.03. Sale/Leaseback
Transactions. The Company will not, and will not permit any Subsidiary to, enter into any Sale/Leaseback Transaction, except:


 


(a) any Sale/Leaseback
Transaction entered into to finance the acquisition or construction of any fixed or capital assets by the Company or any Subsidiary; provided that
such Sale/Leaseback Transaction is entered into prior to or within 270 days after such acquisition or the completion of such
construction and the Attributable Debt in respect thereof does not exceed the cost of acquiring or constructing such fixed or
capital assets; and


 






     


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(b) other Sale/Leaseback Transactions;
provided that at the time of and after giving pro forma effect to any such Sale/Leaseback Transaction, the sum, without duplication,
of (i) the Attributable Debt in respect of all outstanding Sale/Leaseback Transactions permitted in reliance on this clause (b),
(ii) the aggregate principal amount of the outstanding Indebtedness of Subsidiaries permitted in reliance on Section 6.01(m) and (iii)
the aggregate principal amount of the outstanding Indebtedness secured by Liens permitted in reliance on Section 6.02(o) does not exceed
15.0% of Consolidated Net Tangible Assets.


 


SECTION 6.04. Fundamental
Changes. (a) No Borrower will merge into or consolidate with any other Person, or permit any other Person to merge into or
consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving pro forma effect
thereto no Event of Default shall have occurred and be continuing, (i) any Person may merge or consolidate with the Company in a
transaction in which the Company is the surviving entity, (ii) any Person (other than the Company) may merge or consolidate with any
Borrowing Subsidiary in a transaction in which such Borrowing Subsidiary is the surviving entity (or, if more than one Borrowing
Subsidiary is a party to such transaction, in which a Borrowing Subsidiary is the surviving entity) and (iii) the Company may merge
or consolidate with any Person in a transaction in which such Person is the surviving entity; provided that, in the case of
the foregoing clause (iii), (A) such Person is a corporation organized under the laws of a State of the United States, (B) prior to
or substantially concurrently with the consummation of such merger or consolidation, (x) such Person shall execute and deliver to
the Administrative Agent an assumption agreement (the “Assumption Agreement”), in a form provided by the
Administrative Agent and otherwise in substance reasonably satisfactory to the Administrative Agent, pursuant to which such Person
shall assume all of the obligations of the Company under this Agreement and the other Loan Documents, and (y) such Person shall
deliver to the Administrative Agent such documents, certificates and opinions as the Administrative Agent may reasonably request
relating to such Person, such merger or consolidation or the Assumption Agreement, all in form and substance reasonably satisfactory
to the Administrative Agent, and (C) the Lenders and the Issuing Banks shall have received, at least five Business Days prior to the
date of the consummation of such merger or consolidation, (x) all documentation and other information regarding such Person required
by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,
including, without limitation, the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent, any Lender or
any Issuing Bank at least 10 Business Days prior to the date of the consummation of such merger or consolidation and (y) to the
extent such Person qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial
Ownership Certification in relation to such Person, it being agreed that upon the execution and delivery to the Administrative Agent
of the Assumption Agreement and the satisfaction of the other conditions set forth in this clause (iii), such Person shall become a
party to this Agreement, shall succeed to and assume all the rights and obligations of the Company under this Agreement and the
other Loan Documents (including all obligations in respect of outstanding Loans made to, and Letters of Credit issued for the
account of, the Company) and shall thenceforth, for all purposes of this Agreement and the other Loan Documents, be the
 “Company”.


 






     


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(b) The Company will not, and
will not permit its Subsidiaries to, sell, transfer, lease or otherwise dispose of, directly or through any merger or consolidation and
whether in one transaction or in a series of transactions, assets (including Equity Interests in Subsidiaries) representing all or substantially
all of the assets of the Company and the Subsidiaries, taken as a whole.


 


(c) The Company will not, and
will not permit any Subsidiary to, engage to any material extent in any material line of business other than businesses of the type conducted
by the Company and the Subsidiaries on the Effective Date (after giving effect to the consummation of the IAB Acquisition) and businesses
that are extensions thereof or otherwise incidental, complementary, reasonably related or ancillary thereto.


 


(d) The Company shall not permit
any Borrowing Subsidiary, for so long as it is a Borrowing Subsidiary, to cease to be a wholly owned Subsidiary of the Company.


 


SECTION 6.05. Restrictive
Agreements. The Company will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement with any Person (other than any such agreements or arrangements between or among the
Company and the Subsidiaries) that prohibits, restricts or imposes any condition upon the ability of any Subsidiary to pay dividends
or other distributions with respect to its Equity Interests or to make or repay loans or advances to the Company or any Subsidiary; provided
that the foregoing shall not apply to (a) prohibitions, restrictions or conditions imposed by law or by the Loan Documents,
(b) prohibitions, restrictions or conditions contained in, or existing by reason of, any agreement or instrument set forth on
Schedule 6.05 (but shall apply to any amendment or modification expanding the scope of any such prohibition, restriction or
condition), (c) in the case of any Subsidiary that is not a wholly owned Subsidiary, prohibitions, restrictions and conditions
imposed by its organizational documents or any related joint venture, shareholders’ or similar agreement; provided that
such prohibitions, restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary,
(d) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Subsidiary that are
applicable solely pending such sale; provided that such prohibitions, restrictions and conditions apply only to the
Subsidiary that is to be sold, (e) prohibitions, restrictions and conditions imposed by agreements relating to Indebtedness of
any Subsidiary in existence at the time such Subsidiary became a Subsidiary and not created in contemplation thereof or in
connection therewith (but shall apply to any amendment or modification expanding the scope of any such restriction or condition); provided
that such prohibitions, restrictions and conditions apply only to such Subsidiary, and (f) prohibitions, restrictions and
conditions imposed by agreements relating to any Indebtedness of the Company or any Subsidiary permitted hereunder to the extent, in
the good faith judgment of the Company, such prohibitions, restrictions and conditions, at the time such Indebtedness is incurred,
are on customary market terms for Indebtedness of such type, so long as the Company has determined in good faith that such
prohibitions, restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the
Company to meet its obligations under the Loan Documents.


 






     


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SECTION 6.06. Leverage Ratio.
The Company will not permit the Leverage Ratio on the last day of any Test Period to exceed 3.00 to 1.00; provided that, upon the
consummation of a Qualified Material Acquisition, with respect to the fiscal quarter in which such Qualified Material Acquisition is consummated
and the subsequent three consecutive fiscal quarters, the maximum permitted Leverage Ratio set forth above shall, at the election of the
Company by notice to the Administrative Agent, be increased to 3.50 to 1.00; provided further that following any such election
by the Company, no subsequent election may be made by the Company unless the Leverage Ratio has been at or below 3.00 to 1.00 as of the
last day of at least two consecutive fiscal quarters immediately preceding such subsequent election.


 


ARTICLE VII


 


Events of Default


 


If any of the following events
(“Events of Default”) shall occur:


 


(a) any Borrower
shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall
become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b) any Borrower
shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this
Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of five Business Days;


 


(c) any representation,
warranty or statement made or deemed made by or on behalf of any Borrower in any Loan Document or in any certificate provided pursuant
to or in connection with any Loan Document shall prove to have been untrue in any material respect when made or deemed made;


 


(d) any Borrower
shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (solely with respect to
the existence of any Borrower) or 5.09 or in Article VI;


 


(e) any Borrower
shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a),
(b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after written notice thereof from the
Administrative Agent to the Company;


 






     


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(f) the Company
or any Subsidiary shall fail to make any payment (whether of principal, interest or otherwise) in respect of any Material Indebtedness,
when and as the same shall become due and payable after giving effect to any applicable grace period;


 


(g) any default
by the Company or any Subsidiary occurs in respect of any Material Indebtedness that results in such Material Indebtedness becoming due
or being terminated or required to be prepaid, repurchased, redeemed or defeased
prior to its scheduled maturity, or that enables or permits (with or without the giving of notice, but only after the expiration
of any applicable grace period) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf, or,
in the case of any Hedging Agreement, the applicable counterparty, to cause such Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, or, in the case of a Hedging Agreement, to terminate any related hedging transaction,
in each case prior to its scheduled maturity or termination; provided that this clause (g) shall not apply to (i) any secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of, or any casualty with respect to, assets securing such
Indebtedness, (ii) any Indebtedness that becomes due as a result of a voluntary prepayment, repurchase, redemption or defeasance thereof,
or any refinancing thereof, permitted under this Agreement, (iii) in the case of any Hedging Agreement, termination events or equivalent
events pursuant to the terms of such Hedging Agreement not arising as a result of a default by the Company or any Subsidiary thereunder
or (iv) any prepayment, repurchase, redemption or defeasance of any Acquisition Indebtedness if the related Acquisition is not consummated;


 


(h) an involuntary
proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization, moratorium, winding-up
or other relief in respect of the Company or any Material Subsidiary or its material debts, or of a substantial part of its assets, under
any Debtor Relief Laws now or hereafter in effect or (ii) the appointment of a receiver, liquidator, trustee, custodian, sequestrator,
conservator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, and, in any such case,
such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing
shall be entered;


 


(i) the
Company or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization, winding-up or other relief under any Debtor Relief Laws now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in sub-clause (i)
above, (iii) apply for or consent to the appointment of a receiver, liquidator, trustee, custodian, sequestrator, conservator
or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding or (v) make a general assignment for
the benefit of creditors, or the Board of Directors (or similar governing body) of the Company or any Material Subsidiary (or
any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to above
in this clause (i) or clause (h) of this Article;


 






     


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(j) the Company
or any Material Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due in
the ordinary course;


 


(k) one or more
final judgments for the payment of money in an aggregate amount in excess of US$200,000,000 (to the extent not paid or covered by insurance
(other than under a self-insurance program) as to which the insurer does not dispute coverage) shall be rendered against the Company,
any Material Subsidiary or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during
which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any
assets of the Company or any Material Subsidiary to enforce any such judgment;


 


(l) one or more
ERISA Events shall have occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse
Effect;


 


(m) a Change in
Control shall occur; or


 


(n) the Guarantee
of the Company set forth in Article X shall cease to be, or shall be asserted by the Company not to be, a valid, binding and enforceable
obligation of the Company;


 


then, and in every such event (other than an event
with respect to any Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of
such event, the Administrative Agent shall at the request of, and may with the consent of, the Required Lenders, by notice to the Company,
take any or all of the following actions, at the same or different times:  (i) terminate the Commitments (to the extent
not already terminated pursuant to Section 2.06), and thereupon the Commitments shall terminate immediately, (ii) declare the Loans
then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of the Borrowers hereunder, shall become due and payable immediately and (iii) require
the deposit of cash collateral in respect of LC Exposure as provided in Section 2.20(i), in each case without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrowers; and in the case of any event with respect to any Borrower
described in clause (h) or (i) of this Article, the Commitments shall automatically terminate (to the extent not already terminated
pursuant to Section 2.06), and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrowers hereunder, shall immediately and automatically become due and payable and the deposit of such cash collateral
in respect of LC Exposure shall immediately and automatically become due, in each case without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrowers.


 






     


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ARTICLE VIII


 





Agency


 


SECTION 8.01. Authorization
and Action. (a) Each of the Lenders and Issuing Banks hereby irrevocably appoints the entity named as Administrative Agent in the
heading of this Agreement and its successors and assigns to serve as Administrative Agent under the Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such powers under this Agreement and the other Loan Documents
as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental
thereto. Without limiting the foregoing, each of the Lenders and Issuing Banks hereby authorizes the Administrative Agent to execute and
deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise
all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.


 


(b) As to any matters not expressly
provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required
to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in
so acting or refraining from acting) upon the written instructions 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 to be necessary, pursuant to the terms in the
Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank;
provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent
in good faith believes exposes the Administrative Agent to liability unless the Administrative Agent receives an indemnification and is
exculpated in a manner satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or any other
Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating
to Debtor Relief Laws or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of
any requirement of Debtor Relief Laws; provided, further, that the Administrative Agent may seek clarification or direction
from 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 to be necessary, pursuant to the terms in the Loan Documents) prior to the exercise of any such instructed action
and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents,
the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to the Company or any of its Subsidiaries or other Affiliates that is communicated to or obtained by the Person serving as the Administrative
Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its
own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 






     


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(c) In performing its functions
and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing
Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are
entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:


 


(i) the Administrative
Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary
or trustee of or for any Lender or any Issuing Bank other than as expressly set forth herein and in the other Loan Documents, regardless
of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent”
(or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary
duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter
of market custom and is intended to create or reflect only an administrative relationship between contracting parties); and each Lender
and each Issuing Bank agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary
duty by the Administrative Agent in connection with this Agreement, any other Loan Document and/or the transactions contemplated hereby
or thereby; and


 


(ii) nothing in
this Agreement or any other Loan Document shall require the Administrative Agent to account to any Lender or any Issuing Bank for any
sum or the profit element of any sum received by the Administrative Agent for its own account.


 


(d) 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 their respective duties and exercise their respective rights and powers by or through their respective Related Parties. The
exculpatory provisions of this Article IX 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 credit facility provided
for herein 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, bad faith or willful misconduct in the selection of such sub-agents.


 


(e) In case of the
pendency of any proceeding with respect to any Borrower under any Debtor Relief Laws now or hereafter in effect, the Administrative
Agent (irrespective of whether the principal of any Loan or any LC Disbursement 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 any Borrower) shall
be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:


 






     


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(i) to file and
prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other
obligations under the Loan Documents 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 Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.14
and 9.03) allowed in such judicial proceeding; and


 


(ii) 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 proceeding is hereby authorized by each Lender and each Issuing Bank 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 or the Issuing Banks, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative
Agent, under the Loan Documents (including under Section 9.03). 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 any Issuing Bank any plan of reorganization, arrangement,
adjustment or composition affecting the Company’s obligations under the Loan Documents or the rights of any Lender or any Issuing
Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or any Issuing Bank in any such proceeding.


 


SECTION 8.02. Administrative
Agent’s Reliance, Limitation of Liability, Etc. (a) Neither the Administrative Agent nor any of its Related Parties shall be
liable for any action taken or omitted to be taken by the Administrative Agent or any of its Related Parties under or in connection with
this Agreement or the other Loan Documents (x) with the consent of 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 to be necessary, under the
circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence, bad faith or willful misconduct
(such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment).


 






     


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(b) The Administrative Agent
shall be deemed not to have knowledge of (i) any of the events or circumstances set forth or described in ‎Section 5.02 unless
and until written notice thereof stating that it is a “notice under Section 5.02” in respect of this Agreement and identifying
the specific clause under such Section is given to the Administrative Agent by a Borrower, or (ii) any Default or Event of Default unless
and until written notice thereof (stating that it is a “notice of Default” or a “notice of an Event of Default”)
is given to the Administrative Agent by a Borrower, a Lender or an Issuing Bank. Further, the Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (A) any recital, statement, warranty or representation made in or in connection with
any Loan Document, (B) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (C)
the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the
occurrence of any Default or Event of Default, (D) the sufficiency, value, validity, enforceability, effectiveness or genuineness of
any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative
Agent’s reliance on any Electronic Signature transmitted by e-mailed .pdf or any other electronic means that reproduces an image
of an actual executed signature page) or (E) the satisfaction of any condition set forth in ‎Article IV or elsewhere in
any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered
to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable
or satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, the Administrative Agent (x) shall
not be liable for, or be responsible for any loss, cost or expense suffered by any Borrower, any Lender or any Issuing Bank as a result
of, any determination that any Lender is a Defaulting Lender, or the effective date of such status, it being further understood and agreed
that the Administrative Agent shall not have any obligation to determine whether any Lender is a Defaulting Lender, or any determination
of the Aggregate Revolving Exposure or the component amounts thereof, and (y) shall not have any duty to ascertain, monitor or enforce
compliance with the list of Disqualified Lenders and will not have any liability with respect to any assignment or participation made
to a Disqualified Lender, is being further understood and agreed that the Administrative Agent will be authorized to disclose the list
of Disqualified Lenders to the Lenders and the Lenders will be authorized to disclose such list on a confidential basis, to potential
assignees and participants. The Administrative Agent shall be deemed to have no knowledge of any Lender being a Restricted Lender unless
and until the Administrative Agent shall have received the written notice from such Lender referred to in Section 1.07, and then only
as and to the extent specified in such notice, and any determination of whether 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 to be necessary, under the circumstances
as provided in Section 9.02) shall have provided a consent or direction in connection with this Agreement or any other Loan Document
shall not be affected by any delivery to the Administrative Agent of any such written notice subsequent to such consent or direction
being provided by the Required Lenders (or such other number or percentage of Lenders).


 


(c) Without limiting the
foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been
assigned in accordance withSection 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b), (iii) may consult
with legal counsel (including counsel to any Borrower), independent public accountants and other experts selected by it, and shall
not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts, (iv) in determining compliance with any condition hereunder to the making of a Loan or issuance, amendment
or extension of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, as the
case may be, may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Administrative Agent
shall have received notice to the contrary from such Lender or such Issuing Bank sufficiently in advance of the making of such Loan
or the issuance, amendment or extension of such Letter of Credit and (v) shall be entitled to rely on, and shall incur no liability
under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other
instrument or writing (which writing may be a fax, electronic mail or other electronic message, internet or intranet website posting
or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or
otherwise authenticated by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan
Documents for being the signatory, sender or maker thereof), and may act upon any such oral or telephonic statement prior to receipt
of written confirmation, if requested, thereof.


 






     


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SECTION 8.03. Posting of
Communications. (a) Each Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications
available to the Lenders and the Issuing Banks by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any
other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic
Platform”).


 


(b) Although the Approved Electronic
Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by
the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Approved
Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only
on a deal-by-deal basis, each of the Lenders, the Issuing Banks and the Borrowers acknowledges and agrees that the distribution of material
through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the
representatives or contacts of any Lender or any Issuing Bank that are added to the Approved Electronic Platform and that there may be
confidentiality and other risks associated with such distribution. Each of the Lenders, the Issuing Banks and the Borrowers hereby approves
distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.


 


(c) THE APPROVED ELECTRONIC
PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. 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 THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED
ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY
OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, THE “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY BORROWER, ANY
LENDER, ANY ISSUING BANK OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY BORROWER’S OR THE ADMINISTRATIVE AGENT’S
TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM EXCEPT, BUT SUBJECT TO SECTION 9.03(d), IN THE
CASE OF ANY APPLICABLE PARTY, TO THE EXTENT THAT A COURT OF COMPETENT JURISDICTION DETERMINES IN A FINAL AND NONAPPEALABLE JUDGMENT THAT
SUCH APPLICABLE PARTY OR ITS RELATED LENDER PARTIES ACTED WITH GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT IN CONNECTION WITH THE
TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.


 






     


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(d) Each Lender and Issuing
Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Approved Electronic
Platform shall constitute effective delivery of the Communications to such Lender or Issuing Bank for purposes of the Loan Documents.
Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication)
from time to time of such Lender’s or Issuing Bank’s (as applicable) e-mail address to which the foregoing notice may be sent
by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address.


 


(e) Each of the Lenders, the
Issuing Banks and the Borrowers agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not
be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally
applicable document retention procedures and policies; provided that if the Administrative Agent stores Communications in any other
manner other than in accordance with the Administrative Agent’s generally applicable document retention procedures and policies,
such storage is reasonable under the circumstances and takes into account appropriate security and confidentiality considerations.


 


(f) Nothing herein shall prejudice
the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication pursuant to any Loan Document
in any other manner specified in such Loan Document.


 


SECTION 8.04. The
Administrative Agent Individually. With respect to its Commitment, Loans, LC Commitment and Letters of Credit, if any, the
Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the
same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank. The terms
 “Lenders”, “Required Lenders”, “Issuing Bank” and any similar terms shall, unless the context
clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender or an Issuing Bank or as one of
the Required Lenders, as applicable. The Person serving as the Administrative Agent 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 or other business with, the Company or any of its Subsidiaries or other Affiliates as if such Person was not
acting as the Administrative Agent and without any duty to account therefor to the Lenders or the Issuing Banks.


 






     


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SECTION 8.05. Successor Administrative
Agent. (a)   The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the
Lenders, the Issuing Banks and the Company, whether or not a successor Administrative Agent has been appointed. Upon any such resignation,
the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative
Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks,
appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank.
In either case, such appointment shall be subject to the prior written approval of the Company (which approval may not be unreasonably
withheld, conditioned or delayed and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance
of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to,
and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment
as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder
as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor
Administrative Agent its rights as Administrative Agent under the Loan Documents. The fees payable by the Company to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Company and such successor.


 


(b) Notwithstanding paragraph
(a) of this Section 8.05, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent
may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Company, whereupon, on the date of effectiveness
of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder
and under the other Loan Documents and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other
Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to
such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall
directly be given or made to each Lender and each Issuing Bank.


 






     


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(c) Following the effectiveness
of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article VIII and Section 9.03,
as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect
for the benefit of such retiring 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 while the retiring Administrative Agent was acting as Administrative Agent.


 


SECTION 8.06. Acknowledgments
of Lenders and Issuing Banks. (a)   Each Lender and each Issuing Bank acknowledges and agrees that (i) the Loan Documents
set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing
other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary course of business,
and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender and each Issuing Bank
agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative
Agent, any Arranger, any Syndication Agent, any Documentation Agent or any other Lender or Issuing Bank, or any of the Related Parties
of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement as a Lender or an Issuing Bank, as applicable, and to make, acquire or hold Loans hereunder or issue Letters
of Credit hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide
other facilities set forth herein, as may be applicable to such Lender or Issuing Bank, and either it, or the Person exercising discretion
in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making,
acquiring or holding such commercial loans or providing such other facilities. Each Lender and each Issuing Bank also acknowledges that
it will, independently and without reliance upon the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent
or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information
(which may contain MNPI) 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.


 


(b) Each Lender and each Issuing
Bank, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and
Assumption or other applicable document, as the case may be, pursuant to which it shall become a Lender or Issuing Bank hereunder, shall
be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered
to, or be approved by or satisfactory to, the Administrative Agent, the Lenders or the Issuing Banks on the Effective Date or, in the
case of any Lender or Issuing Bank becoming such after the Availability Date, on the Availability Date.


 


(c) (i)  Each Lender
and each Issuing Bank hereby agrees that (A) if the Administrative Agent notifies such Lender or such Issuing Bank that the Administrative
Agent has determined in its sole discretion that any funds received by such Lender or such Issuing Bank from the Administrative
Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually
and collectively, a “Payment”) were erroneously transmitted to such Lender or such Issuing Bank (whether or not known
to such Lender or such Issuing Bank), and demands the return of such Payment (or a portion thereof), such Lender or such Issuing Bank
shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment
(or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from
and including the date such Payment (or portion thereof) was received by such Lender or such Issuing Bank to the date such amount is
repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation from time to time in effect, and (B) to the extent permitted by applicable law, such
Lender or such Issuing Bank shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or
right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments
received, including any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent
to any Lender or any Issuing Bank under this Section 8.06(c) shall be conclusive, absent manifest error.


 






     


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(ii) Each Lender
and each Issuing Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates
(A) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative
Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (B) that was not preceded or
accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. 
Each Lender and each Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may
have been sent in error, such Lender or such Issuing Bank shall promptly notify the Administrative Agent of such occurrence and, upon
demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative
Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest
thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or such Issuing
Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation from time to time in effect.


 


(iii) The Borrowers
hereby agree that (A) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender or any Issuing Bank that
has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such
Lender or such Issuing Bank with respect to such amount and (B) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any obligations of the Borrowers under this Agreement or any other Loan Document.


 






     


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(iv) Each party’s
obligations under this Section 8.06(c) shall survive the resignation of the Administrative Agent or any transfer of rights or obligations
by, or the replacement of, a Lender or an Issuing Bank, or the repayment of the Loans, the expiration or termination of the Commitments
or the termination of this Agreement or any provision hereof.


 


SECTION 8.07. Certain ERISA
Matters. Each Lender (a) represents and warrants, as of the date such Person became a Lender party hereto, to, and (b) covenants,
from the date such Person became a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, the Syndication Agents,
the Documentation Agents and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers,
to the date such Person ceases being a Lender party hereto, 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,


 


(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.


 






     


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In addition, unless either (1)
sub-clause (i) in the immediately preceding paragraph 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 paragraph, such Lender further (a) represents and
warrants, as of the date such Person became a Lender party hereto, to, and (b) 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, the Arrangers, the Syndication
Agents, the Documentation Agents and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers,
that the Administrative Agent, the Arrangers, the Syndication Agents, the Documentation Agents and their respective Affiliates are not
fiduciaries 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 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).


 


SECTION 8.08. Miscellaneous.
Anything herein to the contrary notwithstanding, none of the Arrangers, the Syndication Agents and the Documentation Agents shall have
any duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or an Issuing Bank hereunder, and shall incur no liability hereunder or thereunder, but shall have the
benefit of the indemnities, reimbursement and exculpation provisions set forth herein. The provisions of this Article VIII are solely
for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except solely to the extent of the Company’s
express rights to consent pursuant to and subject to the conditions set forth in this Article VIII, none of the Company or any of its
Subsidiaries or other Affiliates shall have any rights as a third party beneficiary under any such provisions.


 


ARTICLE IX


 


Miscellaneous


 


SECTION 9.01. Notices.
(a) Except in the case of notices and other communications expressly permitted to be given by telephone and subject to paragraph (b)
of this Section, 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 or email, as follows:


 


		(i)	if to any Borrower, to it, or to it in care of the Company,
as follows:



 


Skyworks Solutions, Inc.

5221 California Avenue

Irvine, CA 92617

Attention: Kris Sennesael, Senior Vice President and Chief Financial Officer

E-mail: Kris.Sennesael@skyworksinc.com


Phone: 949-231-4247

Fax: 949-725-1772;


 






     


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		(ii)	if to JPMorgan Chase Bank, N.A., as Administrative Agent or
Issuing Bank, to:



 


JPMorgan Chase Bank, N.A.

10 S Dearborn St.

Chicago, IL 60603

Attention: Lacey Watkins

E-mail: lacey.watkins@chase.com


      jpm.agency.cri@jpmorgan.com


Phone: 312-732-6344

Fax: 844-490-5663; and


 


 (iii)  if to any Lender or Issuing Bank, to it at its address (or telephone number, email address and fax number, as applicable) set forth in its Administrative Questionnaire.




 


(b) Notices and other communications
to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communications (including email) or using the
Approved Electronic Platform pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not
apply to notices under Article II to any Lender or Issuing Bank if such Lender or Issuing Bank, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication or using the Approved Electronic Platform.
The Administrative Agent or any Borrower may, in its discretion and in addition to email, 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.


 


(c) Notices sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by
fax shall be deemed to have been given when sent (but 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). 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
acknowledgment), and (ii) notices or communications posted to an Approved Electronic Platform shall be deemed received upon the deemed
receipt by the intended recipient, at its email address as described in the foregoing clause (i), of notification that such notice
or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above,
if such notice or other communication is not sent during the normal business hours of the recipient, such notice 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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(d) Any party hereto may change
its address, telephone number, fax number or email address for notices and other communications hereunder by notice to the other parties
hereto (or (i) in the case of any change by a Lender or an Issuing Bank, by notice to the Company and the Administrative Agent and
(ii) in the case of any change by any Borrower, by notice solely to the Administrative Agent).


 


SECTION 9.02. Waivers; Amendments.
(a) No failure or delay by the Administrative Agent, any Lender or any Issuing Bank in exercising any right or power hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise
of any other right or power. The rights and remedies of the Administrative Agent, the Lenders and the Issuing Banks hereunder and under
the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any
provision of any Loan Document or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement,
the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent, any Lender, any Issuing Bank or any Related Party of any of the foregoing may have had notice or knowledge of such
Default at the time.


 


(b) Except as provided in
paragraph (c) of this Section, none of this Agreement, any other Loan Document or any provision hereof or thereof may be waived,
amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the
Company, the Administrative Agent and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or
agreements in writing entered into by the Administrative Agent and the Company, in each case with the consent of the Required
Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender, or change the currency in which
Loans are available thereunder, without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon or reduce any fees payable hereunder, without the written consent of each Lender
directly and adversely affected thereby, (iii) postpone the scheduled date of payment of any principal of any Loan, or the
required date of reimbursement of any LC Disbursement, or any scheduled date for the payment of any interest or fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of termination of any
Commitment (including any such postponement of the schedule date of termination as a result of any waiver, amendment or other
modification to the definition of the term “Commitment Termination Date”), without the written consent of each Lender
directly and adversely affected thereby, (iv) change Section 2.15(b) or 2.15(c) in a manner that would alter the pro rata
sharing of payments required thereby without the written consent of each Lender, (v) release the Company from its Guarantee under
Article X, or limit the liability of the Company in respect of such Guarantee, without the written consent of each Lender or (vi)
change any of the provisions of this paragraph (b) or the percentage set forth in the definition of the term “Required
Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend
or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each
Lender; provided further that no such agreement shall amend, modify, extend or otherwise affect the rights or obligations of
the Administrative Agent or any Issuing Bank without the written consent of the Administrative Agent or such Issuing Bank, as the
case may be.


 






     


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(c) Notwithstanding anything
to the contrary in paragraph (b) of this Section:


 


(i) any provision of this Agreement
or any other Loan Document may be amended by an agreement in writing entered into by the Company and the Administrative Agent to cure
any ambiguity, omission, mistake, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business
Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of
such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment;


 


(ii) no consent with respect
to any amendment, waiver or other modification of this Agreement or any other Loan Document shall be required of any Defaulting Lender,
except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of paragraph
(b) of this Section and then only in the event such Defaulting Lender shall be directly and adversely affected by such amendment, waiver
or other modification;


 


(iii) in the case of any amendment,
waiver or other modification referred to in the first proviso of paragraph (b) of this Section, no consent with respect to any amendment,
waiver or other modification of this Agreement or any other Loan Document shall be required of any Lender that receives payment in full
of the principal of and interest accrued on each Loan made by such Lender, and all other amounts owing to or accrued for the account of
such Lender under this Agreement and the other Loan Documents, at the time such amendment, waiver or other modification becomes effective
and whose Commitments terminate by the terms and upon the effectiveness of such amendment, waiver or other modification; and


 


(iv) this Agreement may be amended
in the manner provided in Sections 1.09, 2.11(b), 2.18, 2.19, 2.20(j), 2.20(k) and 2.21 and the term “LC Commitment”, as such
term is used in reference to any Issuing Bank, may be modified as contemplated by the definition of such term.


 


(d) The Administrative Agent
may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, waivers or other modifications on behalf
of such Lender. Any amendment, waiver or other modification effected in accordance with this Section shall be binding upon each Person
that is at the time thereof a Lender and each Person that subsequently becomes a Lender.


 






     


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SECTION 9.03. Expenses;
Indemnity; Limitation on Liability. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred
by the Administrative Agent, the Arrangers and their respective Affiliates, which shall be limited, in the case of counsel expenses,
to the reasonable and documented fees, charges and disbursements of a single firm of U.S. counsel and, if reasonably deemed necessary
by the Administrative Agent, a single firm of local counsel in each relevant jurisdiction (which may be a single firm of local counsel
acting in multiple jurisdictions), in each case, for the Administrative Agent, the Arrangers and their respective Affiliates taken as
a whole, in connection with the structuring, arrangement and syndication of the credit facility provided for herein, including the preparation,
execution, delivery and administration of this Agreement, 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
and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment or extension of any Letter
of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent, any Arranger, any Lender or any Issuing Bank in connection with the enforcement or protection of its rights in connection with
the Loan Documents, including its rights under this Section, or in connection with the 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 (but limited, in the case of counsel, to the reasonable and documented fees, charges and disbursements of a single
firm of U.S. counsel and, if reasonably deemed necessary by the Administrative Agent, a single firm of local counsel in each relevant
jurisdiction (which may be a single firm of local counsel acting in multiple jurisdictions), in each case, for the Administrative Agent,
the Arrangers, the Lenders and the Issuing Banks, taken as a whole, and, in the case of an actual or perceived (in good faith) conflict
of interest, where the Person affected by such conflict informs the Company of such conflict and thereafter retains its own counsel,
of another firm of U.S. counsel and, if reasonably deemed necessary by such affected Person, one additional firm of local counsel in
each relevant jurisdiction (which may include a single firm of local counsel acting in multiple jurisdictions) (for each such affected
Person).


 






     


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(b) The Company shall indemnify
the Administrative Agent (and any sub-agent thereof), each Arranger, each Syndication Agent, each Documentation Agent, each Lender, each
Issuing Bank and each Related Party of any of the foregoing (each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all Liabilities and reasonable and documented out-of-pocket expenses, joint or several,
including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, (but limited to a single firm
of U.S. counsel and, if reasonably deemed necessary by the Indemnitees, a single firm of local counsel in each relevant jurisdiction
(which may be a single firm of local counsel acting in multiple jurisdictions), in each case, for the Indemnitees, taken as a whole,
and, in the case of an actual or perceived (in good faith) conflict of interest, where the Indemnitee affected by such conflict informs
the Company of such conflict and thereafter retains its own counsel, of another firm of U.S. counsel and, if reasonably deemed necessary
by such affected Indemnitee, one additional firm of local counsel in each relevant jurisdiction (which may include a single firm of local
counsel acting in multiple jurisdictions) for each group of similarly affected Indemnitees), incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the structuring, arrangement and syndication of the credit facility provided
for herein, the preparation, execution, delivery and administration of this Agreement, the other Loan Documents or any other agreement
or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their obligations
hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any
Loan, Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank 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 any Hazardous Material at, in, on or from any property currently
or formerly owned, based or operated by the Company or any Subsidiary (or Person that was formerly a Subsidiary) of any of them, or any
other Environmental Liability related in any way to the Company, any Subsidiary (or Person that was formerly a Subsidiary) of any of
them, or (iv) any actual or prospective Proceeding relating to any of the foregoing or to any of the Loan Documents, whether based on
contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate
of any of the foregoing or any third party (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 Liabilities or related expenses (A) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from (1) the gross negligence, bad faith or willful misconduct
of such Indemnitee or any of its Related Lender Parties or (2) a material breach of the obligations of such Indemnitee or any of its
Related Lender Parties under this Agreement or (B) arise from any dispute among the Indemnitees or any of their Related Lender Parties,
other than any Proceeding against any of the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent or any
other titled person in its capacity or in fulfilling its role as such and other than any Proceeding arising out of any act or omission
on the part of the Company or any of its Affiliates. Each Indemnitee shall be obligated to refund and return promptly any and all amounts
actually paid by the Company to such Indemnitee under this paragraph (b) for any Liabilities or related expenses to the extent such Indemnitee
is subsequently determined, by a court of competent jurisdiction by final and nonappealable judgment, to not be entitled to payment of
such amounts in accordance with the terms of this paragraph (b). The Company shall not, without the prior written consent of an Indemnitee
(which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement or consent to the entry of any judgment
of any pending or threatened (in writing) Proceeding against an Indemnitee in respect of which indemnity has been or could have been
sought hereunder by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee, in form and
substance reasonably satisfactory to such Indemnitee, from all liability on claims that are the subject matter thereof and (ii) does
not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnitee or any
injunctive relief or other non-monetary remedy. The Company acknowledges that any failure to comply with its obligations under the preceding
sentence may cause irreparable harm to the Indemnitees. This paragraph (b) shall not apply with respect to Taxes other than any Taxes
that represent losses, claims or damages arising from any non-Tax claim.


 






     


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(c) To the extent that the Company
fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to the Administrative Agent (or any sub-agent
thereof) or any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so), each Lender
severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank 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)
of such unpaid amount; provided that the unreimbursed expense or indemnified Liabilities or related expense, as the case may be,
was incurred by or asserted against the Administrative Agent (or any such sub-agent) or such Issuing Bank in its capacity as such, or
against any Related Party acting for the Administrative Agent (or any such sub-agent) or any Issuing Bank in connection with such capacity.
For purposes of this Section, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the
total Revolving Exposures and unused Commitments at the time (or most recently outstanding or in effect, if the foregoing shall no longer
be outstanding or in effect at such time).


 


(d) To the fullest extent permitted
by applicable law, no Borrower shall assert, and each Borrower hereby waives, (i) any claim against any Lender-Related Person, on
any theory of liability, for any Liabilities arising from the use by others of information or other materials (including, without limitation,
any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet and
the Approved Electronic Platform); provided that the foregoing shall not apply as to any Lender-Related Person to the extent such
Liabilities are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence,
bad faith or willful misconduct of such Lender-Related Person or any of its Related Lender Parties, or (ii) any Liabilities against any
Lender-Related Person, 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 or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.


 


(e) To the fullest extent permitted
by applicable law, no Lender-Related Person shall assert, and each of them hereby waives, any Liabilities against any Borrower, 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 or thereby,
the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that nothing in this paragraph (e)
shall limit any Borrower’s indemnity and reimbursement obligations set forth in this Section or elsewhere in the Loan Documents.


 


(f) All amounts due under this
Section shall be payable within 30 days after receipt by the Company of a reasonably detailed invoice therefor (or, if an invoice
therefor shall have been provided at least two Business Days prior to the Effective Date or at least two Business Days prior to the Availability
Date, then on the Effective Date or the Availability Date, as the case may be).


 






     


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SECTION 9.04. Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any branch or Affiliate of any Issuing Bank that issues any Letter of Credit),
except that (i) other than as expressly provided in Section 6.04(a)(iii), no Borrower may assign or otherwise transfer any of its rights
or obligations hereunder or under any other Loan Document without the prior written consent of the Administrative Agent and each Lender
(and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign
or otherwise transfer its rights or obligations hereunder except in accordance with this Section. 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 (including any branch or Affiliate of any Issuing Bank that issues any Letter of Credit), sub-agents of the Administrative Agent,
Participants (to the extent provided in paragraph (c) of this Section), the Arrangers, the Syndication Agents, the Documentation Agents
and, to the extent expressly contemplated hereby, the Lender-Related Persons of the foregoing) any legal or equitable right, remedy or
claim under or by reason of this Agreement.


 


(b) (i) Subject to the conditions
set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld, delayed or conditioned) of:


 


(A) the Company; provided
that no consent of the Company shall be required (1) for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or (2)
if an Event of Default shall have occurred and be continuing; provided further in each case that the Company shall be deemed to
have consented to any assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days
after having received written notice thereof; and


 


(B) the Administrative
Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund; and


 


(C) in the case of
any assignment of all or a portion of any Lender’s Commitments or any Lender’s obligations in respect of its LC Exposure,
each Issuing Bank; provided that no consent of any Issuing Bank shall be required for an assignment to a Lender, an Affiliate of
a Lender or an Approved Fund.


 


(ii) Assignments shall be subject
to the following additional conditions:


 


(A) except in
the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitment or Loans, the amount of the Commitment or 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) shall not be less than US$5,000,000 unless each of the Company and the Administrative Agent otherwise
consents; provided that (1) no such consent of the Company shall be required if an Event of Default shall have occurred and
be continuing and (2) the Company shall be deemed to have consented to any assignment unless it shall object thereto by written
notice to the Administrative Agent within 10 Business Days after having received written notice thereof;



 


(B) 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;


 


(C) the parties to
each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (or an agreement incorporating by reference
a form of Assignment and Assumption posted on the Approved Electronic Platform), together with a processing and recordation fee of US$3,500;
provided that (x) only one such processing and recordation fee shall be payable in the event of simultaneous assignments from any
Lender or its Approved Funds to one or more other Approved Funds of such Lender and (y) such processing and recordation fee may be waived
by the Administrative Agent in its sole discretion; and


 


(D) the assignee,
if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates
one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive
such information in accordance with the assignee’s compliance procedures and applicable law, including United States (Federal or
State) and foreign securities laws.


 






     


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(iii) Subject to
acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in
each Assignment and Assumption (or an agreement incorporating by reference a form of Assignment and Assumption posted on the
Approved Electronic Platform) the assignee thereunder shall be a party hereto 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 2.12, 2.13, 2.14 and 9.03 (subject to the requirements and limitations therein, including the requirements under
Section 2.14(f))); 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 such Lender having been a
Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with
this Section 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 Section 9.04(c).


 


(iv) The Administrative Agent,
acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment
and Assumption delivered to it and records of the names and addresses of the Lenders, and the Commitment of, and principal amount (and
stated interest) of the Loans and LC Disbursements 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 Borrowers, the Administrative Agent, the Issuing Banks
and the Lenders may 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, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower, any
Issuing Bank and, as to entries pertaining to it, any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(v) Upon receipt by the Administrative
Agent of an Assignment and Assumption (or an agreement incorporating by reference a form of Assignment and Assumption posted on the Approved
Electronic Platform) executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless
the assignee shall already be a Lender) and the processing and recordation fee referred to in this Section, the Administrative Agent shall
accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative
Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative
Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in
proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with
respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment
and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph, and following such recording,
unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent,
which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any
defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an
Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this
Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption
is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall
be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee.


 






     


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(c) (i) Any Lender may, without
the consent of any Borrower, the Administrative Agent or any Issuing Bank sell participations to one or more Eligible Assignees (“Participants”)
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 Loans); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative
Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and/or obligations under this Agreement. 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 or any other Loan Document; provided that such agreement or instrument may provide that such Lender
will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b)
that affects such Participant or requires the approval of all the Lenders. Each Borrower agrees that each Participant shall be entitled
to the benefits of Sections 2.12, 2.13 and 2.14 (subject to the requirements and limitations therein, including the requirements under
Section 2.14(f) (it being understood that the documentation required under Section 2.14(f) shall be delivered to the participating Lender))
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 (x) agrees to be subject to the provisions of Sections 2.15 and 2.16 as if it were an assignee under paragraph (b)
of this Section and (y) shall not be entitled to receive any greater payment under Section 2.12 or 2.14 with respect to any participation
than its participating Lender 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 Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions
of Section 2.16(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.15(c) as
though it were a Lender.


 


(ii) Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain records
of 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 this Agreement or any other Loan Document (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 other
rights and/or obligations under this Agreement or any other Loan Document) to any Person except to the extent that such disclosure
is necessary to establish that any 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 such) shall not have any responsibility for maintaining a Participant Register.


 






     


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(d) Any Lender may at any time
pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including
any pledge or grant to secure obligations to a Federal Reserve Bank or other central bank, and this Section shall not apply to any
such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


SECTION 9.05. Survival.
All covenants, agreements, representations and warranties made by the Borrowers in the Loan Documents and in the certificates or
other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have
been relied upon by the other parties hereto or thereto and shall survive the execution and delivery of the Loan Documents and the
making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent, any Issuing
Bank, any Lender or any Related Party of any of the foregoing may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any Loan Document was executed and delivered or any credit was extended hereunder, and shall
continue in full force and effect as long as the principal of or any interest accrued on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid (other than contingent obligations for indemnification, expense
reimbursement, tax gross-up or yield protection as to which no claim has been made) or any Letter of Credit is outstanding and so
long as any of the Commitments have not expired or terminated. Notwithstanding the foregoing or anything else to the contrary set
forth in this Agreement or any other Loan Document, in the event that, in connection with the refinancing or repayment in full of
the credit facility provided for herein, an Issuing Bank shall have provided to the Administrative Agent a written consent to the
release of the Lenders from their obligations hereunder with respect to any Letter of Credit issued by such Issuing Bank (whether as
a result of the obligations of the applicable Borrower in respect of such Letter of Credit having been collateralized in full by a
deposit of cash with such Issuing Bank, or being supported by a letter of credit that names such Issuing Bank as the beneficiary
thereunder, or otherwise), then from and after such time such Letter of Credit shall cease to be a “Letter of Credit”
outstanding hereunder for all purposes of this Agreement and the other Loan Documents (including for purposes of determining whether
any Borrower is required to comply with Articles V and VI hereof, but excluding Sections 2.12, 2.13, 2.14 and 9.03 hereof and any
expense reimbursement or indemnity provisions set forth in any other Loan Document), and the Lenders shall be deemed to have no
participations in such Letter of Credit, and no obligations with respect thereto, under Sections 2.20(d) or 2.20(f). The provisions
of Sections 2.12, 2.13, 2.14, 2.15(d), 2.15(e), 9.03 and 9.18 and Article VIII shall survive and remain in full force and
effect regardless of the consummation of the Transactions or the other transaction contemplated hereby, the repayment of the Loans
and the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision
hereof.


 






     


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SECTION 9.06. Counterparts;
Integration; Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts (and by different parties hereto
on 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 fee letters entered into in connection with the credit facility provided
for herein constitute the entire agreement 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, including the commitments of the Lenders and, if
applicable, their Affiliates with respect to the credit facility established hereunder under any commitment advices submitted by any Lender
(but do not supersede any provisions of the Commitment Letter that by the terms of such documents survive the effectiveness of this Agreement,
all of which provisions shall remain in full force and effect). 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, and thereafter shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns.


 


(b) Delivery
of an executed counterpart of a signature page of this Agreement, any other Loan Document and/or any document, amendment, approval,
consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate,
request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions
contemplated hereby and/or thereby (each, an “Ancillary Document”) that is an Electronic Signature transmitted by
fax, emailed pdf. or any other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement,
such other Loan Document or such Ancillary Document, as applicable. The words “execution”, “signed”,
 “signature”, “delivery”, and words of like import in or relating to this Agreement, any other Loan Document
and/or any Ancillary Document shall be deemed to include Electronic Signatures, electronic deliveries or the keeping of records in
any electronic form (including deliveries by fax, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page), 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; provided that
nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior
written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to
the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders
and the Issuing Banks shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of each Borrower
without further verification thereof and (ii) upon the request of the Administrative Agent or any Lender or any Issuing Bank,
any Electronic Signature shall be reasonably promptly followed by a manually executed counterpart. Without limiting the generality
of the foregoing, the Borrowers hereby (A) agree that, for all purposes, including, without limitation, in connection with any
workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders,
the Issuing Banks and the Borrowers, Electronic Signatures transmitted by fax, emailed pdf. or any other electronic means and/or any
electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect,
validity and enforceability as any paper original, (B) agree that the Administrative Agent and each of the Lenders and the Issuing
Banks may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the
form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s
business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes
and shall have the same legal effect, validity and enforceability as a paper record), (C) waive any argument, defense or right to
contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based
solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document,
respectively, including with respect to any signature pages thereto and (D) waive any claim against any Lender-Related Person for
any Liabilities arising solely from the Administrative Agent’s, any Lender’s and/or any Issuing Bank’s reliance on
or use of Electronic Signatures and/or transmissions by fax, emailed pdf. or any other electronic means that reproduces an image of
an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrowers to use any
available security measures in connection with the execution, delivery or transmission of any Electronic Signature.


 






     


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SECTION 9.07. Severability.
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any
other jurisdiction.


 


SECTION 9.08. Right of
Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank 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) or other
amounts at any time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing Bank or such
Affiliate to or for the credit or the account of the Company or any Borrowing Subsidiary against any of and all the obligations then
due of the Company or such Borrowing Subsidiary now or hereafter existing under this Agreement held by such Lender or such Issuing
Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this Agreement and although such
obligations of the Company or such Borrowing Subsidiary are owed to a branch, office or Affiliate of such Lender or Issuing Bank
different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender,
each Issuing Bank and each Affiliate of any Lender or any Issuing Bank under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, Issuing Bank or Affiliate may have. Each Lender and each Issuing Bank
agrees to notify the Company and the Administrative Agent promptly after any such setoff and application; provided that the
failure to give notice shall not affect the validity of such setoff and application.


 






     


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SECTION 9.09. Governing Law;
Jurisdiction; Consent to Service of Process. (a) This Agreement shall be governed by, and construed in accordance with, the law of
the State of New York; provided that (i) the interpretation of the definition of “IAB Material Adverse Effect” and
whether or not an IAB Material Adverse Effect exists or has occurred, (ii) the determination of the accuracy of any IAB Acquisition Agreement
Representations and whether as a result of any inaccuracy thereof the Company (or any of its Affiliates) has the right to terminate its
(or any of its Affiliate’s) obligations under the IAB Acquisition Agreement or the right to elect not to consummate the IAB Acquisition
and (iii) the determination of whether the IAB Acquisition has been consummated pursuant to, and in all material respects in accordance
with, the terms of the IAB Acquisition Agreement, in each case, will be governed by, and construed in accordance with, the internal laws
of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws
principles of the State of Delaware or any other jurisdiction.


 


(b) Each party hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the United States District Court of the Southern
District of New York and of the Supreme Court of the State of New York sitting in New York County, and any appellate court from any thereof,
in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement
of any judgment, and each party hereto hereby irrevocably and unconditionally agrees that all claims arising out of or relating to this
Agreement or any other Loan Document brought by it or any of its controlled Affiliates shall be brought, and shall be heard and determined,
exclusively in such United States District Court or, if that court does not have subject matter jurisdiction, such Supreme Court; provided
that each of the parties hereto agrees that nothing in this Agreement shall affect any right that the Administrative Agent, any Issuing
Bank or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against
any Foreign Borrowing Subsidiary or any of its properties in the courts of the jurisdiction of formation or organization of such Foreign
Borrowing Subsidiary. Each party hereto agrees that a final judgment in any such suit, action 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.


 


(c) Each party to this
Agreement hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of venue of any suit, 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. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding
in any such court.


 






     


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(d) Each party to this Agreement
irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other
Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


(e) Each Borrowing Subsidiary
hereby irrevocably designates, appoints and empowers the Company, and the Company hereby accepts such appointment, as its designee, appointee
and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process,
summons, notices and documents that may be served in any suit, action or proceeding arising out of or relating to this Agreement and any
other Loan Document. Such service may be made by mailing or delivering a copy of such process to any Borrowing Subsidiary in care of the
Company at the Company’s address used for purposes of giving notice under Section 9.01, and each Borrowing Subsidiary hereby irrevocably
authorizes and directs the Company to accept, and the Company agrees to accept, such service on its behalf.


 


(f) In the event any Foreign
Borrowing Subsidiary or any of its assets has or hereafter acquires, in any jurisdiction in which judicial proceedings may at any time
be commenced with respect to this Agreement or any other Loan Document, any immunity from jurisdiction, legal proceedings, attachment
(whether before or after judgment), execution, judgment or setoff, such Borrowing Subsidiary hereby irrevocably agrees not to claim and
hereby irrevocably and unconditionally waives such immunity.


 


SECTION 9.10. 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, 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 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 9.11. Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement
and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 






     


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SECTION 9.12. Confidentiality.
Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its Related Parties, including accountants, legal counsel and other agents
and advisors, on a need to know basis, it being understood that the Persons to whom such disclosure is made are informed of the confidential
nature of such Information and either are subject to confidentiality obligations of employment or professional practice or have agreed
to treat such information confidentially in accordance with the terms of this Section (or provisions substantially similar to this Section),
(b) to the extent required or requested by any Governmental 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) (in which case such Person
agrees to inform the Company promptly thereof prior to such disclosure to the extent practicable and not prohibited by applicable law
(except with respect to any audit or examination conducted by bank accountants or any Governmental Authority exercising examination or
regulatory authority)), (c) to the extent required by applicable law or by any subpoena or similar legal process (in which case
such Person agrees to inform the Company promptly thereof prior to such disclosure to the extent practicable and not prohibited by applicable
law), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or
any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document, the enforcement of rights
hereunder or thereunder or any Transactions, (f) subject to an agreement containing confidentiality undertakings substantially similar
to those of this Section (which shall be deemed to include those required to be made in order to obtain access to information posted
on any Approved Electronic Platform), to (i) any assignee of or Participant in (or its Related Parties), or any prospective assignee
of or Participant in (or its Related Parties), any of its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its Related Parties) to any swap or derivative transaction relating to the Company or any Subsidiary and their respective
obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or the
credit facility provided for herein or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring
of CUSIP numbers with respect to the credit facility provided for herein, (h) with the consent of the Company, (i) to market data collectors,
similar service providers to the lending industry and service providers to the Administrative Agent, the Issuing Banks and the Lenders
in connection with the administration and management of this Agreement or any other Loan Document; provided that such information
is limited to the information about this Agreement and the other Loan Documents, (j) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent,
any Issuing Bank, any Lender or any Related Party of any of the foregoing on a nonconfidential basis from a source other than the Company
or any Subsidiary that is not known by the Administrative Agent, such Issuing Bank, such Lender or such Related Party to be prohibited
from disclosing such Information to such Person by a legal, contractual, or fiduciary obligation owed to the Company or any of its Subsidiaries,
(k) to the extent that such information (i) was already in the possession of the Administrative Agent, any Issuing Bank or any Lender
or any Related Party of any of the foregoing or (ii) is independently developed by the Administrative Agent, such Issuing Bank or such
Lender or any Related Party of any of the foregoing or (l) to any credit insurance provider (or its Related Parties) relating to the
Borrowers and their obligations. For purposes of this Section, “Information” means all information received from the
Company or any Subsidiary relating to the Company or any Subsidiary or its businesses, other than any such information that is available
to the Administrative Agent, any Issuing Bank, any Lender or any Affiliate of any of the foregoing on a nonconfidential basis prior to
disclosure by the Company or any Subsidiary. 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 used commercially reasonable efforts to exercise the same
degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. It
is agreed that, notwithstanding the restrictions of any prior confidentiality agreement binding on the Administrative Agent or any Arranger,
such Persons may disclose Information as provided in this Section.


 






     


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SECTION 9.13. Interest Rate
Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with
all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved
by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together
with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated
and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum
Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been
received by such Lender.


 


SECTION 9.14. USA PATRIOT
Act Notice and the Beneficial Ownership Regulation. Each Lender, each Issuing Bank and the Administrative Agent (for itself and not
on behalf of any Lender or any Issuing Bank) hereby notifies each Borrower that pursuant to the requirements of the USA PATRIOT Act and/or
the Beneficial Ownership Regulation it is required to obtain, verify and record information that identifies such Borrower, which information
includes the name and address of the Borrower and other information that will allow such Lender, such Issuing Bank or the Administrative
Agent, as applicable, to identify such Borrower in accordance with the USA PATRIOT Act and/or the Beneficial Ownership Regulation.


 


SECTION 9.15. No
Fiduciary Relationship. Each Borrower (in the case of the Company, on behalf of itself and the Subsidiaries) agrees that in
connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Company, the
Subsidiaries and their Affiliates, on the one hand, and the Administrative Agent, the Lenders, the Issuing Banks and their
Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary
duty on the part of the Administrative Agent, any Lenders, any Issuing Banks or any of their respective Affiliates, and no such duty
will be deemed to have arisen in connection with any such transactions or communications. The Administrative Agent, the Arrangers,
the Syndication Agents, the Documentation Agents, the Lenders, the Issuing Banks and their respective Affiliates may be engaged, for
their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of
the Company and its Subsidiaries and other Affiliates, and none of the Administrative Agent, the Arrangers, the Syndication Agents,
the Documentation Agent, the Lenders, the Issuing Banks or their respective Affiliates has any obligation to disclose any of such
interests to the Company or any of its Subsidiaries or other Affiliates. To the fullest extent permitted by law, the Borrowers
hereby agree not to assert any claims against the Administrative Agent, the Arrangers, the Syndication Agents, the Documentation
Agents, the Lenders, the Issuing Banks or their respective Affiliates with respect to any breach or alleged breach of agency or a
fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 






     


    120


    

 


SECTION 9.16. Non-Public
Information. (a) Each Lender and each Issuing Bank acknowledges that all information, including requests for waivers and amendments,
furnished by any Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement
will be syndicate-level information, which may contain MNPI. Each Lender and each Issuing Banks represents to the Borrowers and the Administrative
Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures
and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire
a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including
United States (Federal or state) and foreign securities laws.


 


(b) Each Borrower, each Lender
and each Issuing Bank acknowledges that, if information furnished by or on behalf of any Borrower pursuant to or in connection with this
Agreement or any other Loan Document is being distributed by the Administrative Agent through the Approved Electronic Platform, (i) the
Administrative Agent may post any information that the Company or such Borrower has indicated as containing MNPI solely on that portion
of the Approved Electronic Platform designated for Private Side Lender Representatives and (ii) if the Company or such Borrower has not
indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent
reserves the right to post such information solely on that portion of the Approved Electronic Platform designated for Private Side Lender
Representatives. At the request of the Administrative Agent, the Company agrees to clearly designate all information provided to the Administrative
Agent by or on behalf of any Borrower that is suitable to be made available to Public Side Lender Representatives, and the Administrative
Agent shall be entitled to rely on any such designation by the Company without liability or responsibility for the independent verification
thereof.


 


(c) If the Company does
not file this Agreement with the SEC, then the Company hereby authorizes the Administrative Agent to distribute the execution
version of this Agreement and the Loan Documents to all Lenders and Issuing Banks, including their Public Side Lender
Representatives. The Company acknowledges its understanding that Lenders and Issuing Banks, including their Public Side Lender
Representatives, may be trading in securities of the Company and its Affiliates while in possession of the Loan Documents.


 






     


    121


    

 


SECTION 9.17. Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any of the parties hereto, each such party acknowledges that any liability of any
Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable
Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a) the application of any Write-Down
and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any
party hereto that is an Affected 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 Affected Financial Institution, its parent
entity, 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 the applicable Resolution Authority.


 


SECTION 9.18. Judgment Currency.
(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in US Dollars into another
currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that
at which in accordance with normal banking procedures in the relevant jurisdiction US Dollars could be purchased with such other currency
on the Business Day immediately preceding the day on which final judgment is given.


 


(b)       The
obligations of each party hereto in respect of any sum due to any other party hereto or any holder of the obligations owing
hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than US Dollars, be discharged only to the extent that, on the Business Day following receipt by the
Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal
banking procedures in the relevant jurisdiction purchase US Dollars with the Judgment Currency; if the amount of US Dollars so
purchased is less than the sum originally due to the Applicable Creditor in US Dollars, such party agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify the Applicable Creditor against such deficiency. The obligations of the parties
contained in this Section shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.


 






     


    122


    

 


ARTICLE X


 


Guarantee


 


In order to induce the Lenders
and the Issuing Banks to extend credit hereunder to the Borrowing Subsidiaries, the Company hereby irrevocably and unconditionally guarantees,
as a primary obligor and not merely as a surety, the payment when and as due of the Guaranteed Obligations. The Company further agrees
that the due and punctual payment of the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or
further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any
such Guaranteed Obligation.


 


The Company waives presentment
to, demand of payment from and protest to any Borrowing Subsidiary or other obligor of any of the Guaranteed Obligations, and also waives
notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Company hereunder shall not be affected
by (a) the failure of the Administrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce any right
or remedy against any Borrowing Subsidiary under the provisions of this Agreement, any other Loan Document or otherwise, (b) any
extension or renewal of any of the Guaranteed Obligations, (c) any rescission, waiver, amendment or modification of, or release from,
any of the terms or provisions of this Agreement, any other Loan Document or any other agreement, (d) any default, failure or delay,
wilful or otherwise, in the performance of the Guaranteed Obligations, (e) any decree or order, or any law or regulation of any jurisdiction
or event affecting any term of any Guaranteed Obligation or (f) any other act, omission or delay to do any other act which may or
might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of a guarantor as a matter of law
or equity or which would impair or eliminate any right of the Company to subrogation or any other circumstance that might constitute a
defense of the Company or any Borrowing Subsidiary or other obligor, and any defense arising from the foregoing is hereby waived.


 


The Company further agrees that
its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed
the accrual or collection of any of the Guaranteed Obligations or operated as a discharge thereof) and not merely of collection, and waives
any right to require that any resort be had by the Administrative Agent, any Issuing Bank or any Lender to any balance of any deposit
account or credit on the books of the Administrative Agent or any Lender in favor of any Borrower or any other Person.


 


The obligations of the
Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the
indefeasible payment in full of all the Guaranteed Obligations), and any defense or set-off, counterclaim, recoupment or termination
whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, any impossibility in
the performance of any of the Guaranteed Obligations or otherwise (other than for the indefeasible payment in full of all the
Guaranteed Obligations) is hereby waived.


 






     


    123


    

 


The Company further agrees that
its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any Guaranteed Obligation is rescinded or must otherwise be restored by the Administrative Agent, any Issuing Bank or any Lender upon
the bankruptcy or reorganization of any Borrower or other obligor or otherwise.


 


In furtherance of the foregoing,
and not in limitation of any other right the Administrative Agent, any Issuing Bank or any Lender may have at law or in equity against
the Company by virtue hereof, upon the failure of any Borrowing Subsidiary or other obligor to pay any Guaranteed Obligation when and
as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises
to and will, upon receipt of written demand by the Administrative Agent, reasonably promptly pay, or cause to be paid, to the Administrative
Agent in cash an amount equal to the unpaid principal amount of such Guaranteed Obligation then due, together with accrued and unpaid
interest thereon.


 


Upon payment by the Company
of any sums as provided above, all rights of the Company against any Borrowing Subsidiary or other obligor arising as a result thereof
by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible
payment in full of all the Guaranteed Obligations owed by such Borrowing Subsidiary or other obligor to the Administrative Agent, the
Issuing Bank and the Lenders.


 


[Signature pages follow]


 








     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


 


		SKYWORKS SOLUTIONS,
    INC.
	 	 
		 	By:	/s/
    Kris Sennesael
	 	 	 	Name:	Kris Sennesael
	 	 	 	Title:	Senior Vice President and Chief
    Financial Officer



 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

  


	 	JPMORGAN CHASE BANK,
    N.A., 

individually and as an Issuing Bank and the Administrative Agent
	 	 
	 	 	By:	/s/
    Zachary Quan
	 	 	 	Name: 	Zachary Quan
	 	 	 	Title: 	Vice President



 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

  


SIGNATURE PAGE TO


REVOLVING CREDIT AGREEMENT OF


SKYWORKS SOLUTIONS, INC.


 


	 	BANK OF AMERICA,
    N.A.
	 	 
	 	 	By:	/s/
    Duke Banson
	 	 	 	Name:	 Duke Banson
	 	 	 	Title: 	Vice President




 


	 	For any Lender requiring
    a second signature line:
	 	 
	 	 	By:	/ 
	 	 	 	Name:	 
	 	 	 	Title:	 






 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

  


SIGNATURE PAGE TO


REVOLVING CREDIT AGREEMENT OF


SKYWORKS SOLUTIONS, INC.


 


	 	CITIBANK, N.A. (including,
    if such Lender is an Issuing Bank, in its capacity as an Issuing Bank):
	 	 
	 	 	By:	/s/
    Susan M. Olsen
	 	 	 	Name: 	Susan M. Olsen
	 	 	 	Title: 	Vice President



 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

  


SIGNATURE PAGE TO


REVOLVING CREDIT AGREEMENT OF


SKYWORKS SOLUTIONS, INC.


 


	 	Goldman Sachs Bank
    USA
	 	 
	 	 	By:	/s/
    Thomas Manning
	 	 	 	Name: 	Thomas Manning
	 	 	 	Title:	 Authorized Signatory




 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

 


	 	Wells Fargo Bank,
    N.A. 

as a Lender and Issuing Bank
	 	 
	 	 	By:	/s/
    Lacy Houstoun
	 	 	 	Name: 	Lacy Houstoun
	 	 	 	Title: 	Managing Director




 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

  


SIGNATURE PAGE TO


REVOLVING CREDIT AGREEMENT OF


SKYWORKS SOLUTIONS, INC.


 


	 	Name of Lender:
    BARCLAYS BANK PLC
	 	  
	 	 	By:	/s/
    Sean Duggan
	 	 	 	Name: 	Sean Duggan
	 	 	 	Title: 	Vice President




 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

  


SIGNATURE PAGE TO


REVOLVING CREDIT AGREEMENT OF


SKYWORKS SOLUTIONS, INC.


 


	 	BNB PARIBAS:
	 	 
	 	 	By:	/s/
    Brendan Heneghan
	 	 	 	Name:	Brendan Heneghan
	 	 	 	Title:	Director




 


	 	 	By:	/s/
    Nicolas Doche
	 	 	 	Name:	Nicolas Doche
	 	 	 	Title:	Vice President




 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

 



 


SIGNATURE PAGE TO


REVOLVING CREDIT AGREEMENT OF


SKYWORKS SOLUTIONS, INC.


 


	 	Mizuho Bank, Ltd.
	 
	 	 	By:	/s/
    Tracy Rahn
	 	 	 	Name: 	Tracy Rahn
	 	 	 	Title: 	Executive Director




 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

 


SIGNATURE PAGE TO


REVOLVING CREDIT AGREEMENT OF


SKYWORKS SOLUTIONS, INC.


 


	 	MUFG Bank, Ltd.
	 
	 	 	By:	/s/
    Lillian Kim
	 	 	 	Name:	 Lillian Kim
	 	 	 	Title: 	Director




 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

 


SIGNATURE PAGE TO


REVOLVING CREDIT AGREEMENT OF


SKYWORKS SOLUTIONS, INC.


 


	 	Truist Bank:
	 
	 	 	By:	/s/
    Cynthia Burton
	 	 	 	Name: 	Cynthia Burton
	 	 	 	Title: 	Director




 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

 


SIGNATURE PAGE TO


REVOLVING CREDIT AGREEMENT OF


SKYWORKS SOLUTIONS, INC.


 


	 	BANK OF CHINA, LOS ANGELES BRANCH, as a Lender
	 
	 	 	By:	/s/
    Yong Ou
	 	 	 	Name: 	Yong Ou
	 	 	 	Title: 	SVP & Branch Manager




 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

 


SIGNATURE PAGE TO


REVOLVING CREDIT AGREEMENT OF


SKYWORKS SOLUTIONS, INC.


 


	 	Name of Lender: DBS Bank Ltd.
	 	 	 	 
	 	 	By:	/s/
    Josephine Lim
	 	 	 	Name: 	Josephine Lim
	 	 	 	Title: 	Senior Vice President



 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

 


	 	Fifth Third Bank, National Association, as a Lender
	 	 	 
	 	By:	/s/
    Joseph Alexander
	 	 	Name: 	Joe Alexander
	 	 	Title: 	Principal




 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

 


SIGNATURE PAGE TO


REVOLVING CREDIT AGREEMENT OF


SKYWORKS SOLUTIONS, INC.


 


	 	Name of Lender (including, if such Lender is an issuing Bank, in its capacity as an Issuing Bank): HSBC Bank USA, National Association



 


	 	 	By:	/s/
    Tomoko Hoffman
	 	 	 	Name:	Tomoko Hoffman, #22682
	 	 	 	Title: 	SVP



 


	 	For any Lender requiring a second signature line:




 





	 	 	By:	/
	 	 	 	Name:
	 	 	 	Title:


 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

 


SIGNATURE PAGE TO


REVOLVING CREDIT AGREEMENT OF


SKYWORKS SOLUTIONS, INC.


 


	 	Name
of Lender: Oversea-Chinese Banking Corporation Limited, Los Angeles

                                                                                          Agency





 


	 	 	By:	/s/
    Charles Ong
	 	 	 	Name: 	Charles Ong
	 	 	 	Title: 	General Manager



 


[Signature Page to Revolving Credit Agreement]


 






     


     


    

 


SIGNATURE PAGE TO


REVOLVING CREDIT AGREEMENT OF


SKYWORKS SOLUTIONS, INC.


 


	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	By:	/s/
    Susan M. Bowes
	 	 	 	Name: 	Susan M. Bowes
	 	 	 	Title: 	Senior Vice President




 


[Signature Page to Revolving Credit Agreement]